NSTAR/MA
ZIMON RESTATED CIC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>zimonrestatedcic.txt
<DESCRIPTION>ZIMON RESTATED CIC
<TEXT>



                                           Exhibit 10.14


                              NSTAR

        Amended and Restated Change in Control Agreement



AGREEMENT, made this 1st day of November, 2001, by and between
    Eugene J. Zimon ("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 that executives of the
Company receive fair and competitive severance benefits and
receive 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 36 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
three 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 three 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
three 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 third 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 three 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.


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:
<TABLE>
<CAPTION>
<S>                  <C>
If to the Executive:

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

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.
<TABLE>
<CAPTION>
<S>                <C>
                    NSTAR

                    By:  /s/   THOMAS J. MAY
                         Thomas J. May
                         Chairman and Chief Executive Officer



                        /s/  EUGENE J. ZIMON
                        Eugene J. Zimon

</TABLE>



                            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
outstanding common shares of NSTAR, such entity.

</TEXT>
</DOCUMENT>
