1982, as amended and restated by the Amendment to and Restatement of Trust

 EXHIBIT B.8
	
SECOND SUPPLEMENT AND AMENDMENT

This Second Supplement and Amendment dated as of [         , 1999] (this 
"Second Supplement") is between Bankers Trust Company, not in its individual 
capacity but solely as trustee of the Niantic Bay Fuel Trust (in such 
capacity, the "Trustee") under the Trust Agreement dated as of January 4, 
1982, as amended and restated by the Amendment to and Restatement of Trust 
Agreement dated as of February 11, 1992, between it, State Street Bank and 
Trust Company of Connecticut, National Association (which is the successor 
trustor to The New Connecticut Bank and Trust Company, National Association, 
as assignee of the Federal Deposit Insurance Corporation, as receiver of The 
Connecticut Bank and Trust Company, National Association), as Trustor, and 
The Connecticut Light and Power Company ("CL&P"), and Western Massachusetts 
Electric Company ("WMECO"), as Beneficiaries, and The First National Bank of 
Chicago, as Collateral Agent (in such capacity, the "Collateral Agent") for 
the ratable benefit of the secured parties referred to therein.

						W I T N E S S E T H:

WHEREAS, the Trustee and the Collateral Agent entered into that certain 
Security Agreement and Assignment of Contracts dated as of January 4, 1982, 
as amended and restated by the Amendment to and Restatement of Security 
Agreement and Assignment of Contracts dated as of February 11, 1992, and as 
further supplemented and amended by the First Supplement and Amendment (the 
"First Supplement") dated as of May 1, 1998 (as so amended and supplemented, 
the "Existing Security Agreement", and the Existing Security Agreement, as 
further supplemented and amended hereby, is hereinafter referred to as the 
"Security Agreement"); and

WHEREAS, the Trustee, CL&P and WMECO are parties to a Nuclear Fuel Lease 
Agreement dated as of January 4, 1982, as amended and restated by the 
Amendment to and Restatement of Nuclear Fuel Lease Agreement dated as of 
February 11, 1992 (as so amended and restated, the "Existing Nuclear Fuel 
Lease Agreement"), between the Trustee, as Lessor (the "Lessor"), and CL&P 
and WMECO, as Lessees (the "Lessees"); and 

WHEREAS, the Lessor and the Lessees have entered into that certain 
Modification and Amendment of Nuclear Fuel Lease dated as of February __, 
1999 (the "Modification and Amendment"), which Modification and Amendment 
amends the Existing Nuclear Fuel Lease Agreement to provide, inter alia, for 
the release of all Unit 1 Nuclear Fuel (as defined in the Modification and 
Amendment) in exchange for the issuance by CL&P and WMECO of $80,000,000 of 
collateral first mortgage bonds to the Trustee; and

WHEREAS, CL&P (i) pursuant to the CL&P Indenture (as hereinafter defined), is 
securing its obligations under the Existing Nuclear Fuel Lease Agreement, as 
modified and amended by the Modification and Amendment, by issuing a 
$64,800,000 Collateral First Mortgage Bond, (ii) has agreed in the Lessees' 
Collateral Bond Consent (as hereinafter defined) to the Trustee's pledge to 
the Collateral Agent of all of the Trustee's rights under such Collateral 
First Mortgage Bond, and (iii) is making such Collateral First Mortgage Bond 
payable to the Collateral Agent in order to facilitate such pledge; and

WHEREAS, WMECO (i) pursuant to the WMECO Indenture (as hereinafter defined), 
is securing its obligations under the Existing Nuclear Fuel Lease Agreement, 
as modified and amended by the Modification and Amendment, by issuing a 
$15,200,000 Collateral First Mortgage Bond, (ii) has agreed in the Lessees' 
Collateral Bond Consent (as hereinafter defined) to the Trustee's pledge to 
the Collateral Agent of all of the Trustee's rights under such Collateral 
First Mortgage Bond, and (iii) is making such Collateral First Mortgage Bond 
payable to the Collateral Agent in order to facilitate such pledge; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants 
herein contained and for other good and valuable consideration, the receipt 
of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.  Definitions.

(a)	Unless the context otherwise requires, each term used herein which is 
defined in the Security Agreement shall have the meaning assigned to it in 
the Security Agreement.

(b)	Unless the context otherwise specifies or requires, each term defined in 
this Section 1(b) shall, when used in this Second Supplement, have the 
meaning indicated below.  To the extent that certain of the terms defined in 
this Section 1(b) are defined by cross-reference to documents which may not 
be in full force and effect during the entire term of this Second Supplement 
and the Security Agreement, the definitions contained in such documents shall 
be and remain effective for purposes of implementing this Second Supplement 
and the Security Agreement during the entire term of the Security Agreement.

"CL&P Indenture" shall mean that certain Indenture of Mortgage and Deed of 
Trust dated as of May 1, 1921 from CL&P to Bankers Trust Company, as trustee, 
as previously and hereafter amended and supplemented.

"Collateral First Mortgage Bond" shall mean (i) with respect to CL&P, that 
certain $72,900,000 First and Refunding Mortgage Bond, 1998 Series A, issued 
by CL&P as of May 1, 1998 pursuant to the CL&P Indenture to the Collateral 
Agent for the benefit of the Lenders, in substantially the form of Exhibit 
"A" attached to the First Supplement, that certain $64,800,000 First and 
Refunding Mortgage Bond, 1999 Series A, issued by CL&P on the date hereof 
pursuant to the CL&P Indenture to the Collateral Agent for the benefit of the 
Lenders, in substantially the form of Exhibit "A" attached hereto, and such 
other collateral mortgage bonds as may be issued by CL&P from time to time 
pursuant to the CL&P Indenture to the Collateral Agent for the benefit of the 
Lenders, as the same may be amended, supplemented or otherwise modified from 
time to time, and (ii) with respect to WMECO, that certain $17,300,000 First 
Mortgage Bond, 1998 Series A, issued by WMECO as of May 1, 1998 pursuant to 
the WMECO Indenture to the Collateral Agent for the benefit of the Lenders in 
substantially the form of Exhibit "B" attached to the First Supplement, that 
certain $15,200,000 First Mortgage Bond, 1999 Series A, issued by WMECO on 
the date hereof pursuant to the WMECO Indenture to the Collateral Agent for 
the benefit of the Lenders, in substantially the form of Exhibit "B" attached 
hereto,  and such other collateral mortgage bonds as may be issued by WMECO 
from time to time pursuant to the WMECO Indenture to the Collateral Agent for 
the benefit of the Lenders, as the same may be amended, supplemented or 
otherwise modified from time to time.

"Lessees" Collateral Bond Consent" shall mean a Third Amended and Restated 
Lessees' Consent and Agreement duly executed and delivered by both of the 
Lessees in substantially the form of Exhibit "C" attached hereto, as it may 
be amended, supplemented or otherwise modified from time to time.

"WMECO Indenture" shall mean that certain First Mortgage Indenture and Deed 
of Trust dated as of August 1, 1954 from WMECO to State Street Bank and Trust 
Company, as successor trustee, as previously and hereafter amended and 
supplemented.

Section 2.  Amendments to the Existing Security Agreement.  Effective on the 
execution of this Second Supplement by the Trustee and the Collateral Agent 
and the execution and delivery by the Lessees to the Collateral Agent of the 
Lessees' Collateral Bond Consent, the Existing Security Agreement shall be 
amended as follows:

A.	The definition of "Collateral First Mortgage Bonds" set forth in Section 
1 of the Existing Security Agreement shall be amended by deleting it in its 
entirety and substituting in lieu thereof the following new definition:

"'Collateral First Mortgage Bonds' shall have the meaning specified in 
Section 1(b) of the Second Supplement."

B.	Section 1 of the Existing Security Agreement shall be amended by adding 
thereto between the existing definitions of "Ratable Loan" and "Secured 
Obligations" the following new definition of "Second Supplement":

"'Second Supplement' shall mean the Second Supplement and Amendment dated as 
of [         , 1999] between the Trustee and the Collateral Agent which 
supplemented and amended this Security Agreement."

Section 3.  Concerning Trustee.  (a)  Bankers Trust Company, in its capacity 
as Trustee, is entering into this Second Supplement solely as trustee under 
the Trust Agreement and pursuant to instructions contained therein, and not 
in its individual capacity and in no case whatsoever shall Bankers Trust 
Company (or any entity acting as successor trustee, co-trustee or separate 
trustee under the Trust Agreement) be personally liable on, or for any loss 
in respect of, any of the statements, representations, warranties, agreements 
or obligations of the Trustee hereunder, or for any losses the Trust may 
suffer, as to all of which the Collateral Agent, on behalf of the Secured 
Parties, agrees to look solely to the Trust, except for any loss caused by 
the Trustee's willful misconduct or gross negligence (provided that this 
exception shall not be deemed to apply to the extent that the Trustee has 
followed instructions given to it, or which it is authorized to accept, 
pursuant to this Second Supplement, the Security Agreement and the Trust 
Agreement).

(b)	The Collateral Agent, on behalf of the Secured Parties, agrees that if a 
successor trustee is appointed in accordance with the terms of the Trust 
Agreement, such successor trustee shall, without further act, succeed to all 
the rights, duties, immunities and obligations of the Trustee hereunder and 
the predecessor trustee shall be released from all further duties and 
obligations hereunder, all without in any way altering the terms of this 
Second Supplement or the Trustee's obligations hereunder.

Section 4.  Notices.  All notices and other communications provided to any 
party hereto under this Second Supplement shall be given as provided for in 
Section 15 of the Security Agreement.

Section 5.  Effect on the Existing Security Agreement.  Except as expressly 
amended hereby, all of the representations, warranties, terms, covenants and 
conditions of the Existing Security Agreement (a) shall remain unaltered, (b) 
shall continue to be, and shall remain, in full force and effect in 
accordance with their respective terms, and (c) are hereby ratified and 
confirmed in all respects. Upon the effectiveness of this Second Supplement, 
all references in the Existing Security Agreement (including references in 
the Existing Security Agreement as amended by this Second Supplement) to 
"this Security Agreement" (and all indirect references such as "hereby", 
"herein", "hereof" and "hereunder") shall be deemed to be references to the 
Existing Security Agreement as supplemented and amended by this Second 
Supplement.

Section 6.  Expenses.  The Trustee shall reimburse the Collateral Agent, 
solely from Trust funds, for any and all reasonable costs, internal charges 
and out-of-pocket expenses (including attorneys' fees and time charges of 
attorneys for the Collateral Agent, which attorneys may be employees of the 
Collateral Agent) paid or incurred by the Collateral Agent in connection with 
the preparation, review, execution and delivery of this Second Supplement.

Section 7.  Entire Agreement  This Second Supplement and the Existing 
Security Agreement as supplemented and amended by this Second Supplement 
embody the entire agreement and understanding between the parties hereto and 
supersede any and all prior agreements and understandings between the parties 
hereto relating to the subject matter hereof.

SECTION 8.  GOVERNING LAW.  THIS SECOND SUPPLEMENT SHALL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 9.  Counterparts.  This Second Supplement may be executed in any 
number of counterparts, all of which taken together shall constitute one 
agreement, and any of the parties hereto may execute this Second Supplement 
by signing any such counterpart.

IN WITNESS WHEREOF, each of the Trustee and the Collateral Agent have 
executed and delivered this Second Supplement and Amendment as of the date 
first set forth above.

BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee of the Niantic Bay Fuel 
Trust under the Trust Agreement dated as of January 4, 1982, as amended and 
restated by the Amendment to and Restatement of Trust Agreement dated as of 
February 11, 1992, between it and the Trustor and the beneficiaries named 
therein

By: /s/							
Title: /s/							

THE FIRST NATIONAL BANK OF CHICAGO,
  as Collateral Agent

By: /s/							
Title: /s/ 

Basic Info X:

Name: 1982, as amended and restated by the Amendment to and Restatement of Trust
Type: trust
Date: April 8, 1999
Company: CONNECTICUT LIGHT & POWER CO
State: Connecticut

Other info:

Date:

  • May 1 , 1921
  • May 1 , 1998
  • August 1 , 1954
  • January 4 , 1982
  • February 11 , 1992

Organization:

  • Trust Company of Connecticut
  • The New Connecticut Bank
  • Federal Deposit Insurance Corporation
  • The Connecticut Bank
  • Connecticut Light and Power Company
  • Western Massachusetts Electric Company
  • First National Bank of Chicago
  • Restatement of Security Agreement and Assignment of Contracts
  • Restatement of Nuclear Fuel Lease Agreement
  • Amendment of Nuclear Fuel Lease
  • Existing Nuclear Fuel Lease Agreement
  • Collateral First Mortgage Bond
  • CL & P to Bankers Trust Company
  • CL & P Indenture
  • Deed of Trust
  • State Street Bank
  • Existing Security Agreement
  • Niantic Bay Fuel Trust
  • Restatement of Trust Agreement

Location:

  • Niantic Bay
  • NEW YORK
  • CHICAGO

Money:

  • $ 80,000,000
  • $ 72,900,000
  • $ 64,800,000
  • $ 17,300,000
  • $ 15,200,000