Change in Control Agreement

AGREEMENT, made this 21st day of September, 2000, by and between Deborah A. McLaughlin ("Executive") and NSTAR (the "Company").

WITNESSETH

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

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

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

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

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

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

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

2. If, within 24 months following a Change in Control (the "Post Change in Control Period") Executive's employment with the Company or one of the Company's subsidiaries is terminated by the Company for any reason other than for "Cause" or "Disability" (as defined in paragraph 4 below), or as a result of Executive's death, or Executive terminates such employment for Good Reason (as defined in paragraph 5 below):

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

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

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

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

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

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

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

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

Notwithstanding anything herein to the contrary, to the extent that any payment or benefit provided for herein is required to be paid or vested at any earlier date under the terms of any plan, agreement or arrangement, such plan, agreement or arrangement shall control.

3. Death, Disability, Cause, Other Than For Good Reason.

(a) Death. If the Executive's employment shall terminate during the Post Change in Control Period by reason of the Executive's death, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of death.

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

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

In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the date of the termination of employment.

4. "Cause" means only: (a) commission of a felony or gross neglect of duty by the Executive which is intended to result in substantial personal enrichment of the Executive at the expense of the Company, (b) conviction of a crime involving moral turpitude, or (c) willful failure by the Executive of his duties to the Company which failure is deliberate on the Executive's part, results in material injury to the Company, and continues for more than 30 days after written notice given to the Executive pursuant to a two-thirds vote of all of the members of the Board at a meeting called and held for such purpose (after reasonable notice to Executive) and at which meeting the Executive and his counsel were given an opportunity to be heard, such vote to set forth in reasonable detail the nature of the failure. For purposes of this definition of Cause, no act or omission shall be considered to have been "willful" unless it was not in good faith and the Executive had knowledge at the time that the act or omission was not in the best interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or another senior officer of the Company or based on the advice of counsel of the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest of the Company.

5. Executive shall be deemed to have voluntarily terminated his employment for Good Reason if the Executive leaves the employ of the Company for any reason following:

(a) The assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control; or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. This Agreement supersedes and replaces the Executive's Severance Agreement with Commonwealth Energy System dated December 5, 1998 (the "former agreement"). Furthermore, the Executive for himself/herself, his/her heirs, executors, administrators, personal representatives and assigns, hereby agrees to the termination of the former agreement and irrevocably waives and forfeits any and all benefits or coverage (whether vested or unvested, payable or contingent) under the former agreement, all effective as of the date of this Agreement. Executive also agrees never to make any claim for benefits or coverage under the former agreement, and in the event any such claim is made by any person, to defend and indemnify NSTAR and each of its subsidiaries therefrom.

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

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

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

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

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

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

No right, benefit, or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

If to the Company: NSTAR
800 Boylston Street
Boston, MA 02199
Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

The name "NSTAR" means the trustee or trustees for the time being (as trustee or trustees but not personally) under a Declaration of Trust dated April 20, 1999, as amended from time to time, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of State of The Commonwealth of Massachusetts. Any obligation, agreement, or liability made, entered into, or incurred by or on behalf of NSTAR binds only
its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor.

IN WITNESS WHEREOF, NSTAR and Executive have each caused this Agreement to be duly executed and delivered as of the date set forth above.

NSTAR

                         By:  /s/ Alison Alden
                              Alison Alden
                              Senior Vice President, Human
Resources

/s/ Deborah A. McLaughlin
Name: Deborah A. McLaughlin

EXHIBIT A

Change in Control. For the purposes of this Agreement, a "Change in Control" shall mean:

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

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

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

(d) Approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.

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

Exhibit 10.2
NSTAR

Change in Control Agreement

AGREEMENT, made this 28th day of August, 2000, by and between James J. Judge ("Executive") and NSTAR (the "Company").

WITNESSETH

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

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

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

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

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

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

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

2. If, within 24 months following a Change in Control (the "Post Change in Control Period") Executive's employment with the Company or one of the Company's subsidiaries is terminated by the Company for any reason other than for "Cause" or "Disability" (as defined in paragraph 4 below), or as a result of Executive's death, or Executive terminates such employment for Good Reason (as defined in paragraph 5 below):

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

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

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

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

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

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

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

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

Notwithstanding anything herein to the contrary, to the extent that any payment or benefit provided for herein is required to be paid or vested at any earlier date under the terms of any plan, agreement or arrangement, such plan, agreement or arrangement shall control.

3. Death, Disability, Cause, Other Than For Good Reason.

(a) Death. If the Executive's employment shall terminate during the Post Change in Control Period by reason of the Executive's death, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of death.

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

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

In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the date of the termination of employment.

4. "Cause" means only: (a) commission of a felony or gross neglect of duty by the Executive which is intended to result in substantial personal enrichment of the Executive at the expense of the Company, (b) conviction of a crime involving moral turpitude, or (c) willful failure by the Executive of his duties to the Company which failure is deliberate on the Executive's part, results in material injury to the Company, and continues for more than 30 days after written notice given to the Executive pursuant to a two-thirds vote of all of the members of the Board at a meeting called and held for such purpose (after reasonable notice to Executive) and at which meeting the Executive and his counsel were given an opportunity to be heard, such vote to set forth in reasonable detail the nature of the failure. For purposes of this definition of Cause, no act or omission shall be considered to have been "willful" unless it was not in good faith and the Executive had knowledge at the time that the act or omission was not in the best interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or another senior officer of the Company or based on the advice of counsel of the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest of the Company.

5. Executive shall be deemed to have voluntarily terminated his employment for Good Reason if the Executive leaves the employ of the Company for any reason following:

(a) The assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control; or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. This Agreement supersedes and replaces the Executive's
[Severance Agreement] [Change in Control Agreement] with
[Commonwealth Energy System] [Boston Edison Company] [BEC Energy] dated July 9, 1996 (the "former agreement"). Furthermore, the Executive for himself/herself, his/her heirs, executors, administrators, personal representatives and assigns, hereby agrees to the termination of the former agreement and irrevocably waives and forfeits any and all benefits or coverage (whether vested or unvested, payable or contingent) under the former agreement, all effective as of the date of this Agreement. Executive also agrees never to make any claim for benefits or coverage under the former agreement, and in the event any such claim is made by any person, to defend and indemnify NSTAR and each of its subsidiaries therefrom.

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

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

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

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

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

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

No right, benefit, or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

If to the Company: NSTAR
800 Boylston Street
Boston, MA 02199
Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

The name "NSTAR" means the trustee or trustees for the time being (as trustee or trustees but not personally) under a Declaration of Trust dated April 20, 1999, as amended from time to time, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of State of The Commonwealth of Massachusetts. Any obligation, agreement, or liability made, entered into, or incurred by or on behalf of NSTAR binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor.

IN WITNESS WHEREOF, NSTAR and Executive have each caused this Agreement to be duly executed and delivered as of the date set forth above.

NSTAR

                         By:  /s/ Alison Alden
                              Alison Alden
                              Senior Vice President, Human
Resources

/s/ James J. Judge
Name: James J. Judge

EXHIBIT A

Change in Control. For the purposes of this Agreement, a "Change in Control" shall mean:

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

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

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

(d) Approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.

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

WAIVER AND EMPLOYMENT AGREEMENT

This agreement entered into as of September 21, 2000, among Commonwealth Energy System and certain of its subsidiaries, namely Commonwealth Gas Company, COM/Energy Services Company, Commonwealth Electric Company and Advanced Energy Systems, Inc. (each and any of them as the case may be hereinafter referred to as the "Company"), Deborah A. McLaughlin (the "Employee") and
NSTAR.

WHEREAS, pursuant to an Amended and Restated Agreement and Plan of Merger dated December 4, 1998, as amended and restated May 4, 1999, the Company combined with BEC Energy and its subsidiaries to become part of a holding company system under NSTAR;

WHEREAS, in connection with the consummation of the combination, NSTAR has established compensation and benefit programs for certain officers of NSTAR and its subsidiaries (the "NSTAR Group") which provide for an integrated program of cash compensation, non-cash incentive compensation, pension and other retirement and welfare benefits (the "NSTAR Benefits Program");

WHEREAS, Employee is a party to a Change in Control Agreement with the Company dated December 5, 1998 (the "CES Change in Control Agreement") and a Split Dollar Supplemental Pension Agreement with the Company dated June 1, 1994 (the "CES Supplemental Pension Agreement");

WHEREAS, NSTAR, the Company and Employee wish to transition Employee from the Company benefit program to the NSTAR Benefits Program, including without limitation, the NSTAR Change in Control Agreement and the NSTAR Supplemental Employee Retirement Plan, and as a condition to Employee's participation in, or continued participation in, the said NSTAR Benefits Program, NSTAR, the Company and Employee have agreed to terminate or amend certain agreements that constituted part of the Company benefit program, including without limitation, the CES Change in Control Agreement and the CES Supplemental Pension Agreement.

NOW, THEREFORE, in consideration of NSTAR making available to Employee the NSTAR Benefits Program and Employee's participation, or continued participation, in the NSTAR Benefits Program, and for other good and valuable consideration, receipt of which is hereby acknowledged by the parties, NSTAR, the Company and Employee hereby agree as follows:

1. Employee, for himself, his heirs, executors, administrators, personal representatives and assigns hereby agrees to the termination of the CES Change in Control Agreement and the CES Supplemental Pension Agreement and irrevocably waives and forfeits any and all retirement, life insurance, death or other benefits or coverage (whether vested or unvested, payable or contingent) under said CES Change in Control Agreement and CES Supplemental Pension Agreement or under any life insurance policy or policies issued in connection with the CES Supplemental Pension Agreement, all effective as of the date of this agreement. Employee also agrees never to make any claim for benefits or coverage under said CES Change in Control Agreement and CES Supplemental Pension Agreement and life insurance policy or policies issued in connection with the CES Supplemental Pension Agreement, and in the event any such claim is made by any person, to defend and indemnify the Company and NSTAR therefrom.

2. NSTAR agrees that in the event of the Employee's termination of employment from the NSTAR Group on or after the date of this agreement and prior to September 1, 2002 (the "covered period") for any reason other than death or for Cause, Employee shall be entitled to receive under this agreement a lump sum payment equal to the excess, if any, of (i) the amount of Termination Benefit set forth in the following SCHEDULE over (ii) the total value of benefits paid or payable to Employee, if any, on account of a payment event which occurs during the covered period, under the NSTAR Change in Control Agreement with Employee dated September 21, 2000.

Date of Termination of Employment                Termination Benefit
On or After the date of this agreement and             $ 1,959,269
  Prior to July 1, 2000
After June 30, 2000 and prior to October 1, 2000       $ 1,815,550
After September 30, 2000 and prior to
  January 1, 2001                                      $ 1,671,831
After December 31, 2000 and prior to
  April 1, 2001                                        $ 1,528,113
After March 31, 2001 and prior to July 1, 2001         $ 1,384,394
After June 30, 2001 and prior to October 1, 2001       $ 1,240,675
After September 30, 2001 and prior to
  January 1, 2002                                      $ 1,096,956
After December 31, 2001 and prior to
  April 1, 2002                                        $   953,238
After March 31, 2002 and prior to July 1, 2002         $   809,519
After June 30, 2002 and prior to August 31, 2002       $   665,800
After September 1, 2002                                $         0

If any payment received by Employee under this paragraph 2 (but determined without regard to any additional payments required under this sentence) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Employee under this paragraph 2 with respect to such excise tax, NSTAR will pay to Employee under this paragraph 2 an additional amount in cash (the "Additional Amount") equal to the amount necessary to cause the payments received by Employee under this paragraph 2, including such Additional Amount (net of all federal, state and local income taxes and all taxes payable as a result of the application of Sections 280G and 4999 of the Code and including any interest and penalties with respect to such taxes) to be equal to the aggregate payments Employee would have received under this paragraph 2, excluding such Additional Amount (net of all federal, state and local income taxes) as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law.

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

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

3. NSTAR agrees that upon Employee's termination of employment from the NSTAR Group on or after the date of this agreement for any reason other than death or for Cause, Employee shall be entitled to receive a lump sum payment under this agreement equal to the excess, if any, of (i) $494,535, which represents the actuarial equivalent lump sum present value of the retirement benefit which the Employee had accrued on September 1, 1999 under the Pension Plan for Employees of Commonwealth Energy System and Subsidiary Companies, the Excess Benefit portion of the Executive Salary Continuation and Excess Benefit Plan for Employees of Commonwealth Energy System and Subsidiary Companies and the CES Supplemental Pension Agreement over (ii) the actuarial equivalent lump sum present value of the retirement benefit the Employee is entitled to receive upon such termination of employment under the NSTAR Pension Plan, the NSTAR Excess Benefit Plan and the NSTAR Supplemental Executive Retirement Plan. The amount of such lump sum payment shall be calculated by NSTAR's Pension Plan actuary using reasonable actuarial assumptions and such determination shall be conclusive and binding on the Company, NSTAR and the Employee.

4. Employee acknowledges and agrees that this agreement does not constitute a contract of employment for a specified term nor does it in any way restrict the right of the Company or NSTAR or Employee to terminate Employee's employment. Employee also acknowledges and agrees that this agreement does not obligate NSTAR to continue the NSTAR Benefits Program, which may be amended or terminated at any time in accordance with the applicable provisions of the NSTAR Benefits Program.

5. Any right to any payment Employee may have under this agreement shall be that of a general unsecured creditor of NSTAR.

6. Employee's interest under this agreement will not be alienable by Employee by assignment or any other method.

7. This agreement may be amended by written agreement between the parties hereto.

8. This agreement will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts to the extent such laws are not preempted by federal law.

9. Any dispute under, or relating to, this agreement shall be referred to binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association before a panel of three impartial arbitrators selected under such rules, which panel shall consist of (1) an actuary, (2) an employee benefit consultant, and (3) an attorney, all of whom shall have substantial professional experience with nonqualified executive deferred compensation arrangements.

10. This agreement sets forth the entire agreement of the parties and supersedes all prior and contemporaneous agreements, communications and understandings, written or oral, with respect to the subject matter hereof.

For purposes of this agreement, the term "Cause" means only:
(a) commission of a felony or gross neglect of duty by the Employee which is intended to result in substantial personal enrichment of the Employee at the expense of NSTAR, (b) conviction of a crime involving moral turpitude, or (c) willful failure by the Employee of his duties to NSTAR which failure is deliberate on the Employee's part, results in material injury to NSTAR, and continues for more than 30 days after written notice given to the Employee pursuant to a two-thirds vote of all of the members of the NSTAR Board of Trustees at a meeting called and held for such purpose (after reasonable notice to Employee) and at which meeting the Employee and his counsel were given an opportunity to be heard, such vote to set forth in reasonable detail the nature of the failure. For purposes of this definition of Cause, no act or omission shall be considered to have been "willful" unless it was not in good faith and the Employee had knowledge at the time that the act or omission was not in the best interest of NSTAR. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the NSTAR Board of Trustees or upon the instructions of the Chief Executive Officer or another senior officer of NSTAR or based on the advice of counsel of NSTAR shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interest of NSTAR.

The name "NSTAR" under this agreement means the trustee or trustees for the time being (as trustee or trustees but not personally) under a Declaration of Trust dated April 20, 1999, as amended from time to time, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of the Commonwealth of The Commonwealth of Massachusetts. Any obligation, agreement, or liability made, entered into, or incurred by or on behalf of NSTAR binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefore.
IN WITNESS WHEREOF, the parties have signed this agreement as of the date indicated above.

THE COMPANY

                         /s/ R. D. Wright
                         R.D. Wright, President of Commonwealth
                         Energy System, Commonwealth Gas Company,
                         COM/Energy Services Company,
Commonwealth
                         Electric Company and Advanced Energy
Systems,
                         Inc.

NSTAR

/s/ Alison Alden
Alison Alden, Senior Vice President,
Human Resources



/s/ Deborah A. McLaughlin
Deborah A. McLaughlin

EXHIBIT 10.5 NSTAR - RABBI TRUST.DOC

NSTAR

MASTER RABBI TRUST AGREEMENT

NSTAR
MASTER RABBI TRUST AGREEMENT

This Agreement made as of the 25th day of August 1999, by and between NSTAR (the "Company") and State Street Bank and Trust Company (the "Trustee");

WHEREAS, the Company and certain of its affiliates (each such entity is hereinafter referred to as "Employer") have adopted the nonqualified deferred compensation and supplemental retirement plan(s) and other similar arrangements (the "Plan(s)") listed from time to time in Appendix A; and

WHEREAS, each Employer has incurred or expects to incur liability under the terms of such Plan(s) with respect to its employees (or trustees) and their beneficiaries participating in such Plan(s); and

WHEREAS, the Company wishes to establish this master trust (hereinafter called the "Trust") under which separate sub-trusts are to be established to secure the benefits of each Employer's Plan participants and their beneficiaries under one or more Plans (the "sub-trust"); and

WHEREAS, each Employer will contribute to the Trust assets that shall be held in sub-trusts, subject to the claims of only that Employer's creditors in the event of an Employer's insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s); and

WHEREAS, each Employer listed in Appendix B has adopted this Trust and its sub-trusts for the benefit of its Plan participants and their beneficiaries; and

WHEREAS, it is the intention of the parties that this Trust and the sub-trusts shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management of highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of each Employer to make contributions to the Trust and its sub-trusts to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan(s); and

WHEREAS, it is the intention of the parties that contributions (and attributable earnings) made by an Employer to a sub-trust with respect to its obligations under a Plan shall be available only to satisfy liabilities of such Employer under such Plan; and
WHEREAS, the Deferred Compensation Trust previously established by Boston Edison Company under a trust agreement with the Trustee dated February 2, 1993, as amended from time to time (the "Edison Deferred Compensation Trust") is to be amended, restated and merged with the Trust established under this Agreement; and

WHEREAS, it is now desirable to provide further protection to the Plan participants and beneficiaries and to facilitate the investment of the trust corpus;

NOW, THEREFORE, the parties do hereby establish the Trust and sub-trusts and agree that the Trust and sub-trusts shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust; Contributions.

(a) The Edison Deferred Compensation Trust is hereby amended, restated and merged with the Trust established under this Trust Agreement, the assets of which shall become the initial principal of the trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Except as otherwise specifically provided in this Trust Agreement, reference to the Trust shall include each sub-trust. The Trustee shall hold, manage, invest, and otherwise administer the Trust pursuant to the terms of this Trust Agreement. The Trustee shall be responsible only for contributions actually received by it hereunder. Except as otherwise specifically agreed to by the Trustee, the Trustee shall not be responsible for the administration of any Plan (including without limitation the determination of Plan participation rights of employees of an Employer and the determination of benefits of the participants of any Plan); provided, however, that upon a Change of Control, the Trustee shall maintain participant Accounts as provided in
Section 2(b) hereof, and shall make payments to participants as provided in Section 2(a) hereof.

(b) The Trust hereby established is irrevocable.

(c) The Trust is intended to be a grantor trust, of which each Employer is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. Assets of the trust held in a sub-trust with respect to the obligations of an Employer under a Plan shall be available only to satisfy liabilities of such Employer under such Plan.

(d) The principal of the trust and any earnings thereon shall be held separate and apart from other funds of each Employer and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against an Employer. Any assets held by the Trust in a sub-trust with respect to the obligations of an Employer under a Plan will be subject to the claims of only that Employer's general creditors under federal and state law in the event of insolvency, as defined in Section 3(a) hereof.

(e) Each Employer, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered, and disposed of by the trustee as provided in this Trust Agreement. Except as otherwise provided following a Change of Control, neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(f) Notwithstanding any other provision to the contrary:

Upon a Change of Control, each Employer shall, as soon as possible, but in no event longer than 10 days following the Change of Control, and in accordance with the applicable provisions of the Plans, make an irrevocable contribution to the Trust in an amount that is sufficient with monies already in the Trust to pay each Plan participant or beneficiary to whom the Employer is obligated under the Plan(s) 100% of the benefits to which such participant or their beneficiary would be entitled as of the close of business on the date on which the Change of Control occurred under the then current terms of the Plan(s).

After a Change of Control, each Employer shall, within 90 days following (i) each December 31 and (ii) the effective date of any amendment to this Trust Agreement adding one or more additional Plans or one or more additional Employers, make an irrevocable contribution to the Trust in an amount that is sufficient with monies already in the Trust to pay each Plan participant or beneficiary to whom such Employer is obligated under the Plan 100% of the benefits to which such participant or beneficiary would be entitled pursuant to the terms of such Plan as of said date.

After a Change of Control, if an Employer has made payment of benefits directly to Plan participants or their beneficiaries as they become due, the Employer may request reimbursement from the Trust for such payment, if said reimbursements would not reduce the principal of the Trust and any earnings thereon held by the Trustee immediately following said reimbursement below 100% of the benefits to which the participants or their beneficiaries would be entitled pursuant to the terms of the Plans.

From time to time after a Change of Control, but while the relevant Employers are not Insolvent, the Company may transfer assets from a sub-trust which is overfunded to another sub-trust, provided such transfer shall not render the first sub-trust under funded.

From time to time after a Change of Control, but while the relevant Employers are not Insolvent, the Company may transfer assets and participant accounts from the sub-trust for an Employer to that of another Employer in the event that (i) a participant has transferred between those Employers and (ii) the new Employer has assumed responsibility for all benefits earned to date, provided the amount of such transfer shall neither exceed the related liabilities nor render the first sub-trust underfunded.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) The Company or its designee shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect to each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee or its agent shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state, or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan(s) and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by each Employer. The Trustee may rely on instructions from the Company or its designee as to any required withholding or payments made by the Company and shall be fully protected under Sections 8 and 10 hereof in relying on such instructions.

(b) Notwithstanding the foregoing, upon a Change of Control, the Trustee shall become responsible for the maintenance of a separate account for each participant under each Plan and for the periodic adjustments of such accounts. The Trustee may select and retain a third party administrator to maintain such accounts. The full expense incurred by the Trustee in maintaining such separate accounts shall be paid by the Company, and until so paid shall constitute a charge upon the fund.

(c) The Company shall maintain and furnish the Trustee with such reports, documents, and information as shall be required by the Trustee to perform its duties and discharge its responsibilities under this Trust Agreement, including without limitation a copy of each of the Plans and any and all amendments thereto, and written reports setting forth the name, address, date of birth, and social security or tax identification number of each participant and beneficiary, a listing of the adjusted value of each separate account as of each valuation date prior to a Change of Control, and a listing of each participant's accrued benefit (determined as of the most recent December 31 or such other date as may be determined by the Company prior to a Change of Control) under each of the Plans. The Trustee shall be entitled to rely on the most recent reports, documents, and information furnished to it by the Company. The Company shall be required to notify the Trustee as to the termination of employment of any participant by death, retirement, or otherwise. Notwithstanding the foregoing, at any time after a Change of Control, the Trustee may rely upon information provided to the Trustee by the participant (or the beneficiary of a deceased participant).

(d) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by his or her Employer or such party as it shall designate under the Plan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s).

(e) An Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan(s). An Employer shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. An Employer which has made such payment of benefits directly to participants or their beneficiaries may, prior to a Change of Control and while the Employer is not Insolvent, request reimbursement of such payments from the Trustee to the extent the principal of the Trust and any earnings thereon then held by the Trustee are sufficient to make such reimbursements. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan(s), an Employer shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient to make a requested reimbursement or to make payments of benefits that the Trustee is directed to make.

Section 3. Payments to Trust Beneficiaries when An Employer Is Insolvent.

(a) The Trustee shall cease payment of benefits to an Employer's Plan participants and their beneficiaries if the Employer is Insolvent. An Employer shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Employer is unable to pay its debts as they become due, or (ii) Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust in a sub-trust with respect to the obligations of an Employer under a Plan shall be subject to claims of general creditors of such Employer under federal and state law as set forth below.

(i) The Board of Trustees and the Chief Executive Officer of an Employer shall have the duty to inform the Trustee in writing of the Employer's Insolvency. If a person claiming to be a creditor of an Employer alleges in writing to the Trustee that the Employer has become Insolvent, the Trustee shall determine whether the Employer is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Employer's Plan participants or their beneficiaries.

(ii) Unless the Trustee has actual knowledge of an Employer's Insolvency, or has received notice from an Employer or a person claiming to be a creditor alleging that the Employer is Insolvent, the Trustee shall have no duty to inquire whether an Employer is Insolvent. The Trustee may in all events rely on such evidence concerning an Employer's solvency as may be furnished to the Trustee and which provides the Trustee with a reasonable basis for making a determination concerning the Employer's solvency.

(iii) If at any time the Trustee has determined that an Employer is Insolvent, the Trustee shall discontinue payments to the Employer's Plan participants or their beneficiaries and shall hold these Plan assets of the Trust for the benefit of the Employer's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of an Employer with respect to benefits due under the Employer's Plan(s) or otherwise.

(iv) The Trustee shall resume the payment of benefits to an Employer's Plan participants or their beneficiaries in accordance with Section 2 hereof only after the Trustee has determined that Employer is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to
Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due the Plan participants or their beneficiaries under the terms of the Plan(s) for the period of such discontinuance, less the aggregate amount of any payment made to Plan participants or their beneficiaries by the Employer in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Employer; Transfers Between Sub- trusts.

(a) Except as provided in Section 3 hereof, the Employer shall have no right or power to direct the Trustee to return to the Employer or to divert to others any of the Trust assets before all payment(s) of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s).

(b) From time to time, prior to a Change of Control and while the relevant Employers are not Insolvent, the Company may transfer assets from a sub-trust which is overfunded to another sub-trust.

(c) From time to time, prior to a Change of Control and while the relevant Employers are not Insolvent, the Company may transfer assets and participant accounts from the sub-trust for an Employer to that of another Employer in the event that (i) a participant has transferred between Employers and (ii) the new Employer has assumed responsibility for all benefits earned to date.

Section 5. Investment Authority.

(a) The Company shall be responsible for directing the Trustee regarding the investment of Trust assets. The Company may from time to time, however, appoint one or more investment managers to direct the Trustee regarding the investment of all or a portion of the Trust assets. The Company may from time to time direct the Trustee to purchase shares of the Company for one or more Plan participants whom the Company may from time to time specify and may direct that shares of the Company held in Trust be voted in proportion to the instructions of those Plan participants whom the Company may from time to time specify. The Company may also permit Plan participants to express a preference for investments for their own accounts under a Plan from among available investment alternatives selected by the Company for an investment manager. Any selection, direction or instruction under this paragraph shall be on a form acceptable to the Trustee and the Company and, except for an investment direction made by an investment manager, shall be considered to be a selection, direction or instruction made by the Company for all purposes under this Trust Agreement. The Company agrees to indemnify the Trustee against all liabilities (including without limitation attorneys' fees) resulting from such selections, directions or instructions other than those resulting from the Trustee's own negligence.

(b) In the absence of selections, directions or instructions specified in Section 5(a), the Trustee will invest and reinvest the principal and income of the Trust and keep the Trust invested, without distinction between principal and income, in any and all common stocks, preferred stocks, bonds, notes, debentures, mortgages, equipment, trust, certificates, investment trust certificates, mutual fund investments, contracts of insurance, real and personal property wherever situated, and in such other property, investments, and securities of any kind, class, or character as the Trustee may deem suitable for the Trust, and such investment and reinvestment shall not be restricted to properties and securities authorized for investment by the Trustees under any present of future law. Insurance policies or annuity contracts may be purchased only by the Trustee at the direction of the Company. The Trustee, in its discretion, may keep such portion of the Trust in cash or cash balances as the Trustee may from time to time deem to be in the best interests of the Trust and the persons interested therein.

Section 6. Disposition of Income.

During the term of this Trust, all income received by the Trust, net of expenses and taxes shall be accumulated and reinvested.

Section 7. Accounting by Trustee; Reports.

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records for each subtrust as shall be agreed upon in writing between the Company and the Trustee, and such other participant records as are contemplated by this Trust Agreement, including the maintenance of the separate Accounts of each participant under this Trust Agreement after a Change of Control. Within 60 days following the close of each calendar year and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements, and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall, from time to time, furnish such records as are contemplated by this Trust Agreement as the Company may reasonably request. After a Change of Control, the Trustee shall also prepare and distribute participants' annual statements.

(b) The Company shall arrange for each investment manager and each insurance company issuing contracts held by the Trustee to furnish the Trustee with such valuations and reports as are necessary to enable the Trustee to fulfill its obligations under this Trust Agreement, and the Trustee shall be fully protected in relying upon such valuations and reports.

Section 8. Responsibility of Trustee.

(a) The Trustee shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request, or approval given by the Company or an investment manager which is contemplated by, and in conformity with, the terms of the Plan(s) or this Trust is given in writing by the Company or the investment manager or for any failure to take any action in the absence of such a direction, request or approval.

(b) The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of the Trustee's account, and in any case it shall be necessary to join as parties thereto only the Trustee and the Company; and any judgment or decree which may be entered therein shall be conclusive upon all persons having or claiming to have any interest in the fund or under a Plan.

(c) The Trustee may consult with legal counsel (who may also be counsel for an Employer generally) with respect to any of its duties or obligations hereunder and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel.

(d) The Trustee may hire agents, accountants, actuaries, investment, advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) The Trustee shall have, without exclusion, all powers conferred on the Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or loan to any person the proceeds of any borrowing against such policy.

(f) However, notwithstanding the provisions of Section 8(e) hereof, the Trustee may loan to Employer the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(g) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administration Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Trustee's Powers.

Subject to the provisions of Section 8 hereof, the Trustee shall have the following powers, rights, and duties in addition to those vested in it elsewhere in this Trust Agreement or by law, which shall be exercised upon direction of the Company or by the Trustee itself pursuant to a separate written agreement appointing the Trustee as an investment manager:

(a) to purchase or subscribe for any securities or other property;

(b) to sell, exchange, mortgage, or lease any of the assets of the Trust fund;

(c) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(d) to vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith, and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property held in the Trust fund;

(e) to hold securities in the name of any one or more nominees and to deposit securities with stock clearing corporations or depositaries;

(f) to settle, compromise, adjust, or submit to arbitration any and all claims, debts or damages due or owing to or from the Trust, to commence or defend suits or legal proceedings whenever, in the judgment of the Trustee, any interests of the Trust require it, and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal;

(g) to delegate, if properly directed in writing by the Company, any of the Trustee's functions under this Trust Agreement;

(h) to perform all acts which the Trustee shall deem necessary or appropriate and exercise any and all powers and authority of the Trustee under this Trust Agreement;

(i) to keep any portion of the Trust fund in cash (cash received or held by the Trustee shall be deposited by the Trustee in its own savings deposit accounts, in a liquid money market account selected by the Trustee, or in the savings deposit accounts of any of its affiliates, that bear a reasonable rate of interest); and

(j) to maintain the separate subtrusts within the Trust (separate accounting to be for such purposes, among others, as recording: contributions and income thereon by Employers, allocations between various Plans, and allocations among specific individuals participating in Plans).

Section 10. Liabilities of Trustee; Indemnification.

(a) The Trustee hereby agrees to be responsible to each Employer for any expense, loss, or damage resulting from its negligent or willful failure to follow the provisions of this Trust Agreement, from its negligent or willful failure to follow the directions of the Company or an investment manager, or from its negligent selection of a suitable agent or agents.

(b) The Company for itself and as agent of each Employer hereby agrees to indemnify the Trustee for any expense, loss, or damage resulting from claims hereunder (including those of participants and beneficiaries) that result from following proper written directions of the Company or an investment manager appointed pursuant to Section 5 hereof, or for performing acts in accordance with this Trust Agreement. The indemnification under this paragraph will not apply to an expense, loss or damage resulting from the Trustee's own negligence.

(c) The liability of the Trustee and the Company, respectively, under this Section 10 is limited to direct and foreseeable damages arising from an act or omission for which the Trustee or the Company would be responsible in accordance with the terms of this Trust Agreement. It is not intended that liability extend to speculative or consequential damages.

(d) The Trustee shall not be liable if the assets held in the Trust fund at any time are insufficient to pay all liabilities then outstanding of the Trust or of any Plan.

Section 11. Compensation and Expenses of Trustee.

(a) The Company shall pay all agreed upon administrative and Trustee's fees and expenses. If not so paid, such fees and expenses shall be paid from the Trust.

(b) After a Change of Control, all payments to, or reimbursements of, the Trustee pursuant to this Section 11 may be made without approval or direction of the Company.

Section 12. Resignation and Removal of Trustee.

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective 30 days after receipt of such notice unless the Company and the Trustee agree otherwise.

(b) The Trustee may be removed by the Company on 30 days' notice or upon shorter notice accepted by the Trustee.

(c) Upon a Change of Control, the Trustee may not be removed by the Company for two years.

(d) If the Trustee resigns within two years after a Change of Control, the Company shall apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions.

(e) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(f) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 13 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section 12. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All reasonable expenses of the Trustee in connection with the preceding shall be allowed as administrative expenses of the Trust.

Section 13. Appointment of Successor Trustee.

If the Trustee resigns or is removed in accordance with
Section 12(a) or (b) hereof, the Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

Section 14. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan(s) or make the Trust revocable; for two years following a Change of Control, no amendment (otherwise satisfying the foregoing) may be made unless such amendment is agreed to in writing by participants in the Plan(s), or unless such amendment is either required by law or has no adverse effect on payments on benefits earned to the date thereof or the funding of this Trust or any sub-trust.

(b) The Trust shall not terminate until the date on which Plan(s) participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s).

(c) The sub-trust for an Employer may be terminated after the date on which Plan(s) participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s) with respect to that Employer.

(d) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan(s), the Company may terminate this Trust Agreement prior to the time all benefit payments under the Plan(s) have been made.

(e) Upon termination of the Trust (or sub-trust for an Employer), any assets remaining therein shall be returned to each Employer in accordance with the directions of the Company.

(f) Sections 12(c) and (d) hereof may not be amended by the Company for two years following a Change of Control.

Section 15. Miscellaneous.

(a) After the execution of this Trust Agreement, the Company shall promptly file with the Trustee a certified list of the names and specimen signatures of the officers of the Company and any delegee authorized to act for it. The Company shall promptly notify the Trustee of the addition or deletion of any person's name to or from such list, respectively. Until receipt by the Trustee of notice that any person is no longer authorized so to act, the Trustee may continue to rely on the authority of the person. All certifications, notices, and directions by any such person or persons to the Trustee shall be in writing signed by such person or person. The Trustee may rely on any such certification, notice or direction purporting to have been signed by or on behalf of such person or persons that the Trustee believes to have been signed thereby. The Trustee may rely on any certification, notice, or direction of the Company that the Trustee shall have no responsibility for acting or not acting in reliance upon any notification believed by the Trustee to have been so signed by a duly authorized officer or agent of the Company. If at any time there is no person authorized to act under this Trust Agreement on behalf of the Company, the Board of Directors of the Company (or if the Board has ceased to exist, the individuals who last served as Directors) shall have the authority to act hereunder.

(b) This Trust Agreement shall be binding upon and inure to the benefit of any successor to the Company and each Employer as the result of merger, consolidation, reorganization, or otherwise. In the event of any such merger, consolidation, reorganization, or otherwise. In the event of any such merger, consolidation, reorganization, or other similar transaction, the successor to the Company shall promptly notify the Trustee in writing of its successorship and furnish the Trustee with the information specified in Section 2(c) hereof.

(c) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered, or subject to attachment, garnishment, levy, execution, or other legal or equitable process.

(d) This Trust Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

(e) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(f) For purposes of this Trust, a "Change of Control" shall mean:

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

(ii) Individuals who, as of the date hereof, constitute the Board of Trustees of the Parent (the "Incumbent Board") cease for any reason to constitute at least a majority of such board; provided, however, that any individual becoming a trustee (or director) subsequent to the date hereof whose election, or nomination or election by the Parent's shareholders, was approved by a vote of at least a majority of the trustees (or directors) then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees (or directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than such board; or

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

(iv) Approval by the shareholders of the Parent of the complete liquidation or dissolution of the Parent.

For purposes of this paragraph (f), the term "Parent" shall mean NSTAR, or, if any entity shall own directly or indirectly through one or more subsidiaries, more than 50% of the outstanding common shares of NSTAR, such entity, and the term "Person" shall mean any individual, corporation, partnership, company, limited liability company, trust or other entity, which term shall include a "group" within the meaning of Section 13(d) of the Securities Act of 1934, as amended.

(g) The Company shall be responsible for the payment of all taxes and the filing of all tax returns relating to the assets of the Trust.

IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust Agreement to be executed by their respective duly authorized officers this 20th day of October, 2000.

NSTAR

                              By:  /s/ Thomas J. May


                                                           STATE
STREET BANK AND TRUST COMPANY

                              By: /s/ M. L. Alford
                                   Mariann L. Alford
                                   Vice President
                           APPENDIX A

The Plans

NSTAR Supplemental Executive Retirement Plan NSTAR Excess Benefit Plan
NSTAR Deferred Compensation Plan
NSTAR Trustees' Deferred Plan
Key Employee Benefit Plans
APPENDIX B

The Employers

Advanced Energy Systems, Inc.
Advanced Energy Systems Management Company, Inc. Boston Edison Company
Cambridge Electric Light Company
Commonwealth Electric Company
Commonwealth Gas Company
COM/Energy Services Company

NSTAR
TRUSTEES' DEFERRED PLAN

(Restated Effective August 25, 1999)

1. Background and Effective Date This Plan provides an arrangement whereby Outside Trustees can (i) elect to defer receipt of designated percentages or amounts of their retainers and fees, and (ii) receive additional deferred amounts from the Company. This Plan document constitutes an amendment, restatement and continuation of the Boston Edison Company Directors' Deferred Fee Plan (the "Edison Directors' Deferred Fee Plan"). This document also replaces the following plans previously maintained by Commonwealth Energy System ("CES") for its trustees, each of which was terminated by CES effective as of August 25, 1999: The Deferred Compensation Plan for Trustees of Commonwealth Energy System (the "CES Trustees' Deferred Plan"); The Commonwealth Energy System Retirement Plan for Trustees (the "CES Trustees' Retirement Plan"); and The Commonwealth Energy System Restricted Stock Plan for Trustees (the "CES Trustees' Restricted Stock Plan"). No benefits shall be payable under said terminated CES Plans on or after the Effective Date to any Participant under this Plan or his or her beneficiary. This amended Plan is effective as of August 25, 1999 (the "Effective Date").

2. Definitions
(a)"Board of Trustees" means the board of trustees of the Company.
(b) "Change of Control" has the meaning set forth in Appendix A.
(c) "Code" means the Internal Revenue Code of 1986 as amended from time to time.
(d) "Company" means NSTAR.
(e) "Company Credit Account" means the Company credit account described in Section 7.
(f) "Deferral Account" means the deferral account described in Section 6.
(g) "Outside Trustee" means a member of the Board of Trustees who is not an employee of the Company or any of its affiliates.
(h) "Participant" means an Outside Trustee who participates in the Plan.
(i) "Plan" means NSTAR Trustees' Deferred Plan as set forth herein and as from time to time amended.
(j) "Plan Administrator" means the Board of Trustees or other person or persons authorized to administer the Plan in accordance with Section 10.
(k) "Retirement" means the cessation of a Participant's service as a member of the Board of Trustees for any reason other than death.
(l) "Shares" means common shares of the Company.
3. Eligibility An Outside Trustee shall be eligible to participate in the Plan provided he or she completes such forms as the Plan Administrator may require.
4. Elective Deferrals A Participant may elect to defer all or any portion of his or her retainers or other fees otherwise payable by the Company in or for a calendar year, subject to such minimum deferral amounts as the Plan Administrator may prescribe prior to the start of such calendar year.
5. Deferral Elections A Participant's election of deferral under Section 4 shall be in such form and subject to such terms and conditions as the Plan Administrator shall prescribe. The election of deferral must be filed prior to the first day of the "Deferral Period" as hereinafter defined. Each election shall specify the percentage or amount of the Participant's retainers or other fees to be credited to his or her Deferral Account instead of being paid currently to the Participant, and the payment period (including a single lump-sum payment if so elected) for the distribution in respect of such deferral. Each election shall be binding with respect to the retainers and other fees for such period (not less than one year) as the Plan Administrator shall specify (the "Deferral Period") and shall be irrevocable for the calendar year or years to which it applies. Notwithstanding the foregoing, an Outside Trustee who becomes a Participant during the calendar year may make an election of deferral for the balance of such calendar year provided he or she makes such election within 30 days of the date he or she becomes a Participant.
6. Deferral Account The Plan Administrator shall maintain a Deferral Account on the books and records of the Company for each Participant as follows:
(a) Opening Balance.
(1) Edison Directors' Deferred Fee Plan. Each Participant who deferred retainers or fees under the Edison Directors' Deferred Fee Plan prior to the Effective Date shall have an opening balance in his or her Deferral Account under the Plan on the Effective Date equal to the value of his or her deferral account under the Edison Directors' Deferred Fee Plan as of the Effective Date.
(2) CES Trustees' Deferred Plan, CES Trustees' Restricted Stock Plan and CES Trustees' Retirement Plan. Each Participant who, prior to the Effective Date, (a) deferred retainers or fees under the CES Trustees' Deferred Plan, (b) was a Participant in the CES Trustees' Restricted Stock Plan and irrevocably elected to waive his or her rights to receive CES shares under the CES Trustees' Restricted Stock Plan as of the Effective Date, and/or (c) who was entitled to a retirement benefit under the CES Trustees' Retirement Plan shall have an opening balance in his or her Deferral Account under the Plan on the Effective Date equal to sum of (i) the value of his or her deferral account under the CES Trustees' Deferred Plan as of the Effective Date, plus (ii) the value of such waived CES shares as of the Effective Date increased by 5 percent, plus
(iii) the lump sum actuarial equivalent present value of his or her retirement benefit under the CES Trustees' Retirement Plan determined by the Company in its sole discretion as of the Effective Date. The credits described in this subparagraph (2) shall be in lieu of amounts previously payable under the aforesaid CES Plans and each Participant receiving such credits expressly agrees to waive any claim he or she may have for payment of benefits under said CES Plans.
(b) Deferrals. The Plan Administrator shall credit to a Participant's Deferral Account the amounts of retainers or other fees, as applicable, which the Participant has elected to defer under the Plan. In each case credits shall be made as of the dates the retainers or other fees would have been payable if not deferred.
(c) Investment Measurements. From time to time the Company will establish investment measurements to be used to adjust the balance of each Participant's Deferral Account. Such investment measurements may be changed from time to time by the Company. The Plan Administrator may establish rules and procedures to permit Participants to select notational investments for their respective Deferral Accounts from among available investment measurements. From time to time, as determined by the Plan Administrator, each Participant's Deferral Account will be adjusted to reflect such investment measurements.
7. Company Credit Account The Plan Administrator shall maintain a Company Credit Account on the books and records of the Company for each Participant as follows:
(a) Opening Balance. Edison Directors' Deferred Fee Plan. Each Participant for whom company credits were made under the Edison Directors' Deferred Fee Plan prior to the Effective Date shall have an opening balance in his or her Company Credit Account under the Plan on the Effective Date equal to the value of his or her company credit account under the Edison Directors' Deferred Fee Plan as of the Effective Date.
(b) Company Credits. As of each April 1 and October 1, provided the Participant is an Outside Director on such date, the Plan Administrator will credit to the Participant's Company Credit Account the amount of $10,000, or such other amount as the Company shall determine.
(c) Investment Measurement. The sole investment measurement for determining the value of the Participant's Company Credit Account shall be the value of Shares which could be purchased (or which are purchased) with Company credits as soon as possible following the date of such credits. Any dividends on such Shares will be reinvested or deemed reinvested in such Shares. In such manner and at such time as the Plan Administrator shall determine, each Participant's Company Credit Account will be adjusted to reflect such investment measurement. The Company may, but shall not be required to, purchase Shares to satisfy its obligations to Participants under this paragraph. If such Shares are purchased, the Company may, in its discretion and subject to such limitations as it may determine, permit a Participant to exercise voting rights with respect to Shares allocated to his or her Company Credit Account.
8. Commencement of Distributions; Payment Periods
(a) Inservice Distributions. At the time the Participant makes an election of deferral under Section 4, and subject to the conditions of this Section, a Participant may also elect to receive a single sum payment from his or her Deferral Account of all or a specified portion of the amount attributable to such deferral on a fixed date prior to the Participant's Retirement (hereinafter referred to as the "initial fixed date"). Such initial fixed date must be at least five years after the date of such deferral. In addition, at least two years prior to the initial fixed date, a Participant may elect to defer payment of such amount to a later fixed date (hereinafter referred to as the "subsequent fixed date") which must be at least three years after the initial fixed date. Furthermore, at least two years prior to the subsequent fixed date, a Participant may elect to defer payment of such amount until his or her Retirement. The rules and procedures for such elections will be promulgated by the Plan Administrator. All elections under this Section 8(a) require the consent of the Plan Administrator to become effective. No portion of a Participant's Company Credit Account may be paid under this Section 8(a).
(b) Special one time inservice distribution. In addition to the elections described in paragraph (a) above, a Participant may request a special one-time inservice distribution of part or all of his or her Deferral Account for the sole purpose of contributing such amount to a charity selected by the Participant which is exempt from federal income tax under section 501(c)(3) of the Code. Such request must be in writing to the Plan Administrator at least six months prior to the requested distribution date and requires the consent of the Plan Administrator to become effective.
(c) Retirement. Upon the Participant's Retirement, the Participant shall be entitled to receive the balance in each of his or her Deferral Accounts and his or her Company Credit Account. The Participant's Deferral Account shall be payable as the Participant shall have specified in his or her election of deferral from among the lump sum and installment options prescribed by the Plan Administrator and, if payment is made other than in an immediate lump sum, shall be adjusted to reflect the investment measurements in such manner as the Plan Administrator shall prescribe. The Participant's Company Credit Account shall be payable in a lump sum only. Payment of the Participant's Company Credit Account shall be in the form of Shares (plus cash for any fractional shares). Payment of Deferral Accounts and Company Credit Accounts shall be made or commence on the first day of the calendar quarter following Retirement or as soon as practicable thereafter.
(d) Deferral of Benefit Commencement. Notwithstanding paragraph (c), in the case of a Participant whose Retirement date is prior to his or her attainment of age 65, such Participant may elect to defer commencement of payment of part or all of his or her Deferral Account or Company Credit Account, or both, until he or she attains age 65. Any such election to defer commencement of payment beyond the Participant's Retirement date must be made in writing to the Plan Administrator at least six months prior to the Retirement date and requires the consent of the Plan Administrator to become effective. Such a Participant who is permitted to defer commencement of payment may also elect, subject to the consent of the Plan Administrator, to waive his or her right to receive a specified number of Shares credited to his or her Company Credit Account, in which case a number of Shares equal to the number of such waived Shares will be credited to his or her Deferral Account. Such Shares credited to his or her Deferral Account will be subject to the investment measurement rules described in Section 6(c) and will be payable in a single sum.
(e) Death. If the Participant dies at any time prior to attaining age 65 prior to the payment or commencement of payment of his or her Deferral Account or Company Credit Account as described in Section 8(c), the Participant's designated beneficiary or beneficiaries shall be entitled to receive the balance in the Participant's Deferral Account and Company Credit Account as of the date of death. Payments shall be made in a lump sum on the first day of the second month following the month in which the Participant dies or as soon as practicable thereafter. Payment of a Participant's Company Credit Account shall be in the form of Shares (plus cash for any fractional shares). If the Participant dies after payment of his or her Deferral Account has commenced to be paid in installments but prior to the exhaustion of such Account, payment of the remaining balance of such Account (adjusted as provided in Section 8(c)) shall continue to the Participant's designated beneficiary or beneficiaries over the installment period selected by the Participant. Designation of a beneficiary or beneficiaries for purposes of the Plan shall be made on a form and in a manner prescribed or approved by the Plan Administrator. If no beneficiary has been designated, payment due under this Section will be made to the Participant's estate.
9. Emergency Benefit If a Participant suffers a financial emergency, upon the written request of the Participant, the Plan Administrator, in its sole discretion, may distribute that portion of the Participant's Deferral Account, if any, which it determines to be necessary to meet the immediate financial emergency. A financial emergency shall include major uninsured medical expense, major uninsured casualty or property losses, and such other financial emergencies as the Plan Administrator may, in its sole discretion, determine, provided that the Participant demonstrates to the Plan Administrator's satisfaction that he or she lacks available resources to meet the emergency. Any such distribution shall reduce the balance in the Participant's Deferral Account available for distribution in accordance with Section 8. No portion of a Participant's Company Credit Account may be paid under this Section 9.
10. Administration of the Plan For purposes of prescribing the forms and conditions for deferral elections under Section 5 and inservice distributions under Section 8(a) and (b) (or other forms required to administer the Plan), and for purposes of Sections 6 and 7, the functions of the Plan Administrator shall be performed by the Chief Financial Officer of the Company in his or her sole discretion or by his or her delegates. All other administrative and interpretative functions under the Plan shall be vested in the sole discretion of the Board of Trustees. A decision by the Plan Administrator or the Board of Trustees shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant. The Plan Administrator and the Board of Trustees shall each exercise its functions hereunder in such manner as it deems appropriate and may, in its discretion, waive the application of any rule to any Participant. Neither the Plan Administrator nor the Board of Trustees shall have any responsibility to exercise its discretion in a uniform manner among similarly situated Participants, and no decision with respect to any Participant shall give any other Participant the right to have the same decision applied to him or her. The Plan Administrator and the Board of Trustees shall each have all powers necessary or appropriate to discharge its duties and responsibilities under the Plan.
11. Nature of Claim for Payments Except as herein provided, the Company shall not be required to set aside or segregate any assets of any kind to meet any of its obligations hereunder, and all obligations of the Company shall be reflected by book entries only. The Participant shall have no rights on account of this Plan in or to any specific assets of the Company. Any rights that the Participant may have on account of this Plan shall be those of a general, unsecured creditor of the Company. However, the Company may establish a trust of which the Company is treated as the owner under Subpart E of Subchapter J, Chapter 1 of the Code (a "grantor trust"), and may from time to time deposit funds (which funds shall be in the form of Shares with respect to a Participant's Company Credit Account) in such trust to facilitate payment of the benefits provided under the Plan. In the event the Company establishes such a grantor trust with respect to the Plan and, at the time of a Change of Control, such trust (i) has not been terminated or revoked and (ii) is not "fully funded" (as determined in its sole discretion by a majority of the individuals who were members of the Board of Trustees immediately prior to a Change of Control), the Company shall within ten days of such Change of Control deposit in such grantor trust assets sufficient to cause the trust to be "fully funded" as of the date of the deposit (as determined in its sole discretion by a majority of the individuals who were members of the Board of Trustees immediately prior to a Change of Control).
12. Rights Are Non-Assignable Neither the Participant nor any beneficiary nor any other person shall have any right to assign or otherwise alienate the right to receive payments hereunder, in whole or in part, which payments are expressly agreed to be non-assignable and non- transferable, whether voluntarily or involuntarily.
13. Termination; Amendment The Plan shall continue in effect until terminated by action of the Board of Trustees. Upon termination of the Plan, no deferral of retainers or other fees thereafter paid or payable to a Participant shall be made, no additional Company credits shall be made to the Participant's Company Credit Account, and no individual not a Participant as of the date of termination shall become a Participant thereafter. If, at the time of termination, there is any Participant or beneficiary of a Participant who is or will be entitled to a payment hereunder, the Plan Administrator in its sole discretion shall elect either (a) to make payments to such Participants or beneficiaries in the normal course as if the Plan had continued in effect, or (b) to pay to such Participants or beneficiaries the balance in the Participants' Deferral Accounts and Company Credit Account in a single sum payment. The Board of Trustees may at any time and from time to time amend the Plan in any manner; provided that no such amendment or termination shall reduce the amounts previously credited to the Deferral Account or Company Credit Account of any Participant without his or her prior written consent, and provided, further, that no amendment or termination following a Change of Control shall eliminate or reduce the Company's obligation to deposit assets in the grantor trust as described in Section 11. Furthermore, following a Change of Control, this Section 13 may not be amended. IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its officer hereunto duly authorized this 20th day of October, 2000.

NSTAR

                                   By:  /s/ Thomas J. May

                          Appendix A to
                  NSTAR Trustees' Deferred Plan
                       "Change of Control"
     For the purposes of this Plan, a "Change of Control" shall
mean:
     a.  The acquisition by any Person of ultimate beneficial
         ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 30% or more of either (i)
         the then outstanding common shares (or shares of common
         stock) of the Parent (the "Outstanding Parent Common
         Shares") or (ii) the combined voting power of the then
         outstanding voting securities of the Parent entitled to
         vote generally in the election of trustees (or
         directors) (the "Outstanding Parent Voting
         Securities"); provided, however, that for purposes of
         this subsection (a), the following acquisitions shall
         not constitute a Change of Control:  (i) any
         acquisition directly from the Parent, (ii) any
         acquisition by the Parent or an affiliate of the
         Parent, (iii) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the
         Parent, the Company or affiliate of the Parent or (iv)
         any acquisition by any Person pursuant to a transaction
         which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this Appendix A; or
     b.  Individuals who, as of the date hereof, constitute the
         Board of Trustees of the Parent (the "Incumbent Board")
         cease for any reason to constitute at least a majority
         of such board; provided, however, that any individual
         becoming a trustee (or director) subsequent to the date
         hereof whose election, or nomination for election by
         the Parent's shareholders, was approved by a vote of at
         least a majority of the trustees (or directors) then
         comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as
         a result of an actual or threatened election contest
         with respect to the election or removal of trustees (or
         directors) or other actual or threatened solicitation
         of proxies or consents by or on behalf of a Person
         other than such board; or
     c.  Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or
         substantially all of the assets of the Parent (a
         "Business Combination"), in each case, unless,
         following such Business Combination, (i) all or
         substantially all of the individuals and entities who
         were the beneficial owners, respectively, of the
         Outstanding Parent Common Shares and Outstanding Parent
         Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly,
         immediately following such Business Combination more
         than 50% of, respectively, the then outstanding common
         shares (or shares of common stock) and the combined
         voting power of the then outstanding voting securities
         entitled to vote generally in the election of trustees
         (or directors), as the case may be, of the entity
         resulting from such Business Combination (including,
         without limitation, an entity which as a result of such
         transaction owns the Parent or all or substantially all
         of the Parent's assets either directly or through one
         or more subsidiaries) in substantially the same
         proportions as their ownership, immediately prior to
         such Business Combination of the Outstanding Parent
         Common Shares and Outstanding Parent Voting Securities,
         as the case may be, (ii) no Person (excluding any
         entity resulting from such Business Combination or any
         employee benefit plan (or related trust) of the Parent
         or the Company or such entity resulting from such
         Business Combination) ultimately beneficially owns,
         directly or indirectly, 30% or more of, respectively,
         the then outstanding common shares or shares of common
         stock of the entity resulting from such Business
         Combination or the combined voting power of the then
         outstanding voting securities of such entity except to
         the extent that such ownership existed prior to the
         Business Combination and (iii) at least a majority of
         the members of the board of trustees (or board of
         directors) of the entity resulting from such Business
         Combination were members of the Incumbent Board at the
         time of the execution of the initial agreement, or of
         the action of the Board of Trustees of the Parent,
         providing for such Business Combination; or
     d.  Approval by the shareholders of the Parent of a
         complete liquidation or dissolution of the Parent.
     For purposes of this Appendix A, the term "Parent" shall
mean NSTAR, or, if any entity shall own directly or indirectly
through one or more subsidiaries, more than 50% of the
outstanding common shares of NSTAR, such entity, and (ii) the
term "Person" shall mean any individual, corporation,
partnership, company, limited liability company, trust or other
entity, which term shall include a "group" within the meaning of
Section 13(d) of the Securities Act of 1934, as amended.