trust created under the Agreement

 Exhibit 10.36.3 

                                        March 16, 1992

Mellon Bank, N.A.
One Mellon Bank Center
Suite 3340
Pittsburgh, PA 15258
(Attention:  Earl Kleckner)

     Re:  Northeast Utilities ESOP Loan

Gentlemen:

     Reference is made to the Loan Agreement, dated as of December 2, 1991,
by and between Northeast Utilities and Mellon Bank, N.A. solely in its
capacity as trustee (the "Trustee") of the Northeast Utilities Service
Company Supplemental Retirement and Savings Plan ESOP Trust, as amended
(the "Loan Agreement").  Section 8(d) of the Loan Agreement provides that
Northeast Utilities will make or cause to be made contributions to the ESOP
Trust (as defined in the Loan agreement) in amounts sufficient to pay
reasonable operating expenses of the ESOP Trust and to pay all interest on
and the full amount of principal of the Loan (as therein defined) as and
when such obligations become due, after taking into account the extent to
which such interest and principal obligations are otherwise satisfied using
dividends paid on common shares of Northeast Utilities held by the ESOP
Trust.

     On March 9, 1992, Northeast Utilities Service Company ("NUSCO")
adopted amendments to the Northeast Utilities Service Company Supplemental
Retirement and Savings Plan (the "Plan") providing for the merger into the
Plan of the Northeast Utilities Service Company Tax Reduction Employee
Stock Ownership Plan ("TRAESOP") and the Northeast Utilities Service
Company Payroll-Based Employee stock Ownership Plan ("PAYSOP"), and for an
additional ESOP benefit with respect to earnings on common shares
("TRAESOP/PAYSOP Shares") that had been held in the TRAESOP and PAYSOP
trusts.  It is contemplated that the Treasurer of NUSCO may direct you from
time to time in your capacity as Trustee of the ESOP Trust to make payments
on the Loan under the Loan Agreement using cash dividends on certain
TRAESOP/PAYSOP Shares, allowing allocation of shares from the ESOP Trust to
the accounts of Plan participants holding TRAESOP/PAYSOP Shares, all in
accordance with the provisions of the amended Plan.  In such case Northeast
Utilities's obligation under Section 8(d) of the Loan Agreement to make or
cause to be made Plan contributions would take into account the extent to
which Loan interest and principal obligations have been satisfied not only
using dividends paid on shares held by the ESOP Trust, but also using
dividends on those TRAESOP/PAYSOP Shares.

     Accordingly, please sign and return one copy of this letter to
indicate your agreement that Section 8(d) of the Loan Agreement is hereby
amended to read in its entirety as follows, to reflect the foregoing:

          (d)  The Company will make, or will cause to be made by and on
     behalf of companies that are members of a "controlled group of
     corporations" (as defined in the Code) with the Company, contributions
     to the ESOP Trust in amounts sufficient to pay reasonable operating
     expenses of the ESOP Trust and to pay all interest on and the full
     amount of principal of the Loan outstanding hereunder and under the
     ESOP Term Note as and when such obligations become due, after taking
     into account the extent to which such interest and principal
     obligations are otherwise satisfied using dividends paid on Company
     Shares as required or permitted by the Plan.

     The Declaration of Trust of Northeast Utilities provides that no
shareholder of Northeast Utilities shall be held to any liability whatever
for the payment of any sum of money, or for damages or otherwise under any
contract, obligation or undertaking made, entered into or issued by the
trustees of Northeast Utilities or by an officer, agent or representative
elected or appointed by such trustees, and no such contract, obligation or
undertaking shall be enforceable against such trustees or any of them in
their or his or her individual capacities or capacity and all such
contracts, obligations and undertakings shall be enforceable only against
the trustees as such, and every person or entity, having any claim or
demand arising out of any such contract, obligation or undertaking shall
look only to the trust estate for the payment or satisfaction thereof.

                                        Very truly yours,

                                        NORTHEAST UTILITIES

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

Acknowledged and Agreed:

     MELLON BANK, N.A., solely in
     its capacity as trustee of the
     trust created under the Agreement
     of Trust, dated as of December 1, 1991,
     between such trustee and Northeast
     Utilities Service Company

     By   /s/Richard S. Thomas
          Name:  Richard S. Thomas
          Title: Vice President

          Date:  April 9, 1992 

Basic Info X:

Name: trust created under the Agreement
Type: trust
Date: March 25, 1994
Company: CONNECTICUT LIGHT & POWER CO
State: Connecticut

Other info:

Date:

  • March 16 , 1992
  • December 2 , 1991
  • March 9 , 1992
  • December 1 , 1991
  • April 9 , 1992

Organization:

  • Mellon Bank Center Suite
  • Northeast Utilities ESOP
  • Northeast Utilities Service Company Supplemental Retirement and Savings Plan ESOP Trust
  • Northeast Utilities Service Company Payroll-Based Employee
  • Declaration of Trust of Northeast Utilities
  • Agreement of Trust

Location:

  • Pittsburgh
  • MELLON BANK
  • N.A.

Person:

  • Earl Kleckner
  • sEugene G. Vertefeuille Eugene G. Vertefeuille
  • sRichard S. Thomas Name