NORTHEAST UTILITIES SYSTEM
EXHIBIT 10.25.17
<DOCUMENT>
<TYPE>EX-10.25.17
<SEQUENCE>17
<FILENAME>exh102517.txt
<DESCRIPTION>EXHIBIT 10.25.17
<TEXT>
Exhibit 10.25.17


                      EIGHTY-SEVENTH AGREEMENT AMENDING
                      NEW ENGLAND POWER POOL AGREEMENT
                        (FINANCIAL ASSURANCE POLICIES
                             AND BILLING POLICY)


     THIS EIGHTY-SEVENTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of June 21, 2002 ("Eighty-Seventh Agreement"), amends the New England
Power Pool Agreement (the "NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was amended
and restated by the Thirty-Third Agreement Amending the New England Power Pool
Agreement dated as of December 1, 1996 (the "Thirty-Third Agreement") in the
form of the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A thereto, and
the Thirty-Third Agreement also provided for the NEPOOL Open Access
Transmission Tariff (the "NEPOOL Tariff") which is Attachment B to the Restated
NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff have
subsequently been amended numerous times, the most recent amendment dated as
of May 9, 2002; and

     WHEREAS, the Participants desire to amend the Restated NEPOOL Agreement,
including the NEPOOL Tariff, as heretofore amended, to reflect the revisions
detailed herein.

     NOW, THEREFORE, upon approval of this Eighty-Seventh Agreement by the
NEPOOL Participants Committee in accordance with the procedures set forth in
the NEPOOL Agreement, the Participants agree as follows:

                                   SECTION 1
               AMENDMENTS TO MEMBER FINANCIAL ASSURANCE POLICY

1.1  Amendment to Section II.A.1 of the Member Financial Assurance Policy.
     Section II.A.1 of the Financial Assurance Policy for NEPOOL Members,
     included as Attachment L to the NEPOOL Tariff, as amended by the
     Eighty-Third Agreement (the "Member Financial Assurance Policy"), is
     amended by deleting from the second sentence of the second paragraph the
     following text: "as well as a lien search for such Non-Municipal
     Applicant."

1.2  Amendment to Section II.A.2 of the Member Financial Assurance Policy.
     Section II.A.2 of the Member Policy is amended by deleting the third
     sentence.

1.3  Amendment to Section II.B.1.c of the Member Financial Assurance Policy.
     Section II.B.1.c of the Member Financial Assurance Policy is amended
     to read as follows:

          Except as set forth in Part VI below, Governance Only Members and
     Non-Municipal Participants with average monthly NEPOOL Charges (as
     hereinafter defined) of $15,000 or less shall not be required to provide
     a cash deposit, letter of credit, payment bond or guaranty under
     this Policy.

1.4  Amendment to Section II.B.2.a of the Member Financial Assurance Policy.
     Clause (iii) of the first paragraph of Section II.B.2.a of the Member
     Financial Assurance Policy is amended to read as follows:

     (iii) 20 percent (20%) of the total amount due and owing at such time
     to the System Operator, the Participants, the Non-Participant Transmission
     Customers and the Non-Participants that transact in the FTR Auction and/or
     Secondary FTR Market ("Non-Participant FTR Customers") by all
     Participants, Non-Participant Transmission Customers and Non-Participant
     FTR Customers.

1.5  Amendment to Section II.B.2.b of the Member Financial Assurance Policy.
     Clause (iii) of the first sentence of Section II.B.2.b of the Member
     Financial Assurance Policy is amended to read as follows:

     (iii) 20 percent (20%) of the total amount due and owing at such time
     to the System Operator, the Participants, the Non-Participant Transmission
     Customers and the Non-Participant FTR Customers by all Participants,
     Non-Participant Transmission Customers and Non-Participant FTR Customers.

1.6  Amendment to Section II.B.4 of the Member Financial Assurance Policy.
     Section II.B.4 of the Member Financial Assurance Policy is amended to
     read as follows:

          4.   Consequences Upon Reaching 80%, 90% and 100% of
               Credit Test Amount

          When a Non-Municipal Participant's aggregate outstanding obligations
     to NEPOOL, the System Operator and the Non-Participant FTR Customers equal
     80 percent (80%) of the sum of (i) that Non-Municipal Participant's then-
     effective Credit Limit and (ii) the available amount of the additional
     financial assurance provided by that Non-Municipal Participant (exclusive
     of any Bid Financial Assurance (defined below) provided by that Non-
     Municipal Participant for bids in the FTR Auction that have not yet
     been accepted or rejected), which available amount of additional financial
     assurance shall be divided by three and one-half (3.5) for purposes of
     this determination <FN1> (the sum of item (i) and item (ii) being referred
     to herein as the "Credit Test Amount"), the System Operator shall issue
     notice thereof to such Non-Municipal Participant, such notice to be given
     in the manner provided in Section 21 of the Restated NEPOOL Agreement.
     When a Non-Municipal Participant's aggregate outstanding obligations to
     NEPOOL, the System Operator and the Non-Participant FTR Customers equal
     90 percent (90%) of that Non-Municipal Participant's Credit Test Amount,
     (i) the System Operator shall issue notice thereof to such Non-Municipal
     Participant, such notice to be given in the manner provided in Section 21
     of the Restated NEPOOL Agreement; and (ii) if such condition continues to
     exist 10 Business Days after the date of such notice, the System Operator
     shall issue notice thereof to all members and alternates of the NEPOOL
     Participants Committee.

          When a Non-Municipal Participant's aggregate outstanding obligations
     to NEPOOL, the System Operator and the Non-Participant FTR Customers equal
     100 percent (100%) of that Non-Municipal Participant's Credit Test Amount,
     (i) the System Operator shall issue notice thereof to such Non-Municipal
     Participant, all members and alternates of the NEPOOL Participants
     Committee and the New England governors and utility regulatory agencies,
     such notice to be given in the manner provided in Section 21 of the
     Restated NEPOOL Agreement, and (ii) such Non-Municipal Participant shall
     be suspended from:  (a) the NEPOOL Market, as provided in Section II.E
     below; (b) receiving transmission service under any existing or pending
     arrangements under the Tariff or scheduling any future transmission
     service under the Tariff; (c) voting on matters before the Participants
     Committee or any Technical Committee; and (d) entering into any future
     transactions in the FTR system, in each case until either (x) in the case
     of activity in the NEPOOL Market, the scheduling and receipt of
     transmission service and entering future transactions in the FTR system,
     such Non-Municipal Participant's outstanding obligations to NEPOOL, the
     System Operator and the Non-Participant FTR Customers fall below
     100 percent (100%) of its Credit Test Amount and, in the case of voting on
     matters before the Participants Committee or any Technical Committee, such
     Non-Municipal Participant's outstanding obligations to NEPOOL, the System
     Operator and the Non-Participant FTR Customers fall and remain below 100
     percent (100%) of its Credit Test Amount at least three (3) Business Days
     prior to any such vote, or (y) in the case of activity in the NEPOOL
     Market, the scheduling and receipt of transmission service and entering
     future transactions in the FTR system, such Non-Municipal Participant has
     provided additional financial assurance (in addition to any other
     financial assurance required of such Non-Municipal Participant hereunder)
     equal to three and one-half (3.5) times the amount by which such Non-
     Municipal Participant's outstanding obligations to NEPOOL, the System
     Operator and the Non-Participant FTR Customers exceed 100 percent (100%)
     of its Credit Test Amount (the "Excess Financial Assurance") and, in the
     case of voting on matters before the Participants Committee or any
     Technical Committee, such Non-Municipal Participant has provided Excess
     Financial Assurance at least three (3) Business Days prior to any such
     vote; provided, however, (i) any suspension of a Non-Municipal
     Participant's authority to vote on matters before the Participants
     Committee or any Technical Committee hereunder shall not be effective
     while an appeal of such suspension is pending; (ii) if any Non-Municipal
     Participant reaches 100 percent (100%) of its Credit Test Amount solely
     because its rating, the rating of its outstanding debt or the rating of
     its Guarantor (as hereinafter defined) or its Guarantor's outstanding debt
     is downgraded by one grade, then (x) for 10 Business Days after such
     downgrade, such Non-Municipal Participant's Credit Test Amount shall
     remain the same as it was immediately preceding such downgrade and (y)
     no notice shall be sent and no suspension shall occur with respect to such
     downgrade if such Non-Municipal Participant cures such default within such
     10 Business Day period; (iii) if any Non-Municipal Participant reaches
     100 percent (100%) of its Credit Test Amount solely because the rating of
     the bank issuing a letter of credit on its behalf hereunder is downgraded
     below the requisite corporate debt rating, then (x) for 10 Business Days
     after such downgrade, such Non-Municipal Participant's Credit Test Amount
     shall remain the same as it was immediately preceding such downgrade,
     and (y) no notice shall be sent and no suspension shall occur with
     respect to such downgrade if such Non-Municipal Participant cures such
     default within such 10 Business Day period; and (iv) if any Non-Municipal
     Participant reaches 100 percent (100%) of its Credit Test Amount and such
     Non-Municipal Participant has not previously received notice from the
     System Operator that its aggregate outstanding obligations to NEPOOL, the
     System Operator and the Non-Participant FTR Customers equal 80 percent
     (80%) or 90 percent (90%) of its Credit Test Amount with respect to that
     same event, then the System Operator will inform such Non-Municipal
     Participant of its impending suspension by telephone by 10 a.m. on the
     day (the "Notice Day") following the day on which its aggregate
     outstanding obligations to NEPOOL, the System Operator and the Non-
     Participant FTR Customers reached 100 percent (100%) of its Credit Test
     Amount, and such Non-Municipal Participant shall not be suspended with
     respect to that event only if either (a) its outstanding obligations to
     NEPOOL, the System Operator and the Non-Participant FTR Customers fall
     below 100 percent (100%) of its Credit Test Amount by 12:00 noon on the
     first Business Day immediately following the Notice Day or (b) it provides
     the System Operator with the requisite Excess Financial Assurance
     required by this Policy by 12:00 noon on the first Business Day
     immediately following the Notice Day.

          The suspension of a Non-Municipal Participant, and any resulting
     annulment, termination or removal of OASIS reservations, removal from the
     settlement system and the FTR system and forfeiture of FTRs, shall not
     limit, in any way, NEPOOL's or the System Operator's right to invoice or
     collect payment for any amounts owed (whether such amounts are due or
     becoming due) by such suspended Non-Municipal Participant under the
     Agreement, the Tariff or the System Operator's tariff.

          In addition to the notices provided herein, the System Operator will
     provide any additional information required under the Information Policy.

          Each notice issued by the System Operator when a Non-Municipal
     Participant's aggregate outstanding obligations to NEPOOL, the System
     Operator and the Non-Participant FTR Customers equal 90 percent (90%) and
     100 percent (100%) of that Non-Municipal Participant's Credit Test Amount
     shall indicate whether such Non-Municipal Participant has a registered
     load asset.  If the System Operator has issued a notice that a Non-
     Municipal Participant's aggregate outstanding obligations to NEPOOL and
     the System Operator equal 90 percent (90%) or 100 percent (100%) of
     that Non-Municipal Participant's Credit Test Amount and subsequently
     such Non-Municipal Participant's aggregate outstanding obligations fall
     below the applicable percentage of its Credit Test Amount, such Non-
     Municipal Participant may request the System Operator to issue a notice
     stating such fact; provided, however, that the System Operator shall not
     be obligated to issue such notice unless, in its sole discretion, the
     System Operator concludes that such Non-Municipal Participant's aggregate
     outstanding obligations have in fact fallen below the applicable
     percentage of its Credit Test Amount.

1.7  Amendment to Section II.D of the Member Financial Assurance Policy.
     The first paragraph of Section II.D of the Member Financial Assurance
     Policy is amended to read as follows:

          All Non-Municipal Applicants and Non-Municipal Participants that
     must provide (or choose to provide) additional financial assurance
     pursuant to this Section II, must provide NEPOOL with financial
     assurance in the form and in the amount described in Sections II,
     IV and VI hereof.  Each financial assurance for monthly charges,
     unless replaced in accordance with the terms hereof or no longer
     required pursuant to the terms hereof, shall remain in effect until the
     later of (a) 120 days after termination of the Non-Municipal Participant's
     membership or (b) the end date of all FTRs awarded to the Non-Municipal
     Participant and the final satisfaction of all obligations of the Non-
     Municipal Participant providing that financial assurance; provided,
     however that financial assurances required by this Policy related to
     potential billing adjustments chargeable to a terminated Non-Municipal
     Participant shall remain in effect until such billing adjustment request
     is finally resolved in accordance with the provisions of the NEPOOL
     Billing Policy.

1.8  Amendment to Section II.D of the Member Financial Assurance Policy.
     The following is added after the third paragraph of Section II.D of
     the Member Financial Assurance Policy:

          Furthermore and without limiting the generality of the foregoing,
     any Non-Municipal Participant that is so required under Section VI of
     this Policy shall provide additional financial assurance in connection
     with FTR transactions, as set forth in such Section VI.

1.9  Amendment to Section II.E of the Member Financial Assurance Policy.
     The following is added at the end of Section II.E of the Member Financial
     Assurance Policy:

     If a Non-Municipal Participant is suspended from entering into future
     transactions in the FTR system and such suspension occurs at any time
     during an ongoing FTR Auction, then unless such Non-Municipal Participant
     cures the default(s) providing the basis for such suspension prior to
     4:00 p.m. on the Business Day immediately preceding the close of the next
     FTR Auction, all FTRs held by such Non-Municipal Participant (the "Default
     FTRs") shall be offered in the next FTR Auction, with an offer price
     of $0.  If a Non-Municipal Participant is suspended from entering into
     future transactions in the FTR System and such suspension occurs at any
     time other than during an ongoing FTR Auction, then unless such Non-
     Municipal Participant cures the default(s) providing the basis for such
     suspension prior to 4:00 p.m. on the Business Day immediately preceding
     the close of the next FTR Auction, all Default FTRs held by such
     Non-Municipal Participant shall be offered in that next FTR Auction, with
     an offer price of $0.  All Default FTRs that are offered in an FTR Auction
     and have a positive value in that FTR Auction shall be forfeited by such
     Non-Municipal Participant and will be sold at the applicable clearing
     price in that FTR Auction.  The proceeds from the sale of those Default
     FTRs will first be used to satisfy all obligations of such Non-Municipal
     Participant to NEPOOL, the System Operator and the Non-Participant FTR
     Customers, and any amount remaining after all such obligations have been
     satisfied shall be paid over to such Non-Municipal Participant that
     formerly owned such Default FTRs.  All Default FTRs that are offered in
     an FTR Auction and have a negative value in that FTR Auction will be
     retained by such Non-Municipal Participant, and such Non-Municipal
     Participant will remain subject to all of the requirements, including the
     requirements hereunder, with respect to such Default FTRs retained by it.

1.10 Amendment to Section III.D of the Member Financial Assurance Policy.
     The second sentence of Section III.D of the Member Financial Assurance
     Policy is amended to read as follows:

     Each financial assurance for NEPOOL Charges, unless replaced in accordance
     with the terms hereof or no longer required pursuant to the terms hereof,
     shall remain in effect until the later of (a) 120 days after termination
     of the Municipal Participant's membership or (b) the end date of all FTRs
     awarded to the Municipal Participant and the final satisfaction of all
     obligations of the Municipal Participant providing that financial
     assurance; provided, however that financial assurances required by this
     Policy related to potential billing adjustments chargeable to a terminated
     Municipal Participant shall remain in effect until such billing adjustment
     request is finally resolved in accordance with the provisions of the
     NEPOOL Billing Policy.

1.11 Amendment to Section III.D of the Member Financial Assurance Policy.  The
     following is inserted after the fourth sentence (which is in parentheses)
     of the third paragraph of Section III.D of the Member Financial Assurance
     Policy:

     Furthermore and without limiting the generality of the foregoing, any
     Municipal Participant that is so required under Section VI of this Policy
     shall provide additional financial assurance in connection with FTR
     transactions, as set forth in such Section VI.

1.12 Amendment to Section III.D of the Member Financial Assurance Policy.
     Clause (ii) of the third paragraph of Section III.D of the Member
     Financial Assurance Policy is amended to read as follows:

     (ii) 20 percent (20%) of the total amount due and owing at such time to
     the System Operator, the Participants, the Non-Participant Transmission
     Customers and the Non-Participant FTR Customers by all Participants,
     Non-Participant Transmission Customers and Non-Participant FTR Customers.

1.13 Amendment to Section IV.D of the Member Financial Assurance Policy.
     Clause (ii) of the first paragraph of Section IV.D of the Member
     Financial Assurance Policy is amended to read as follows:

     (ii) 20 percent (20%) of the total amount due and owing at such time to
     the System Operator, the Participants, the Non-Participant Transmission
     Customers and the Non-Participant FTR Customers by all Participants,
     Non-Participant Transmission Customers and Non-Participant FTR Customers.

1.14 Amendment to Section V.E of the Member Financial Assurance Policy.
     Section V.E of the Member Financial Assurance Policy is amended to
     read as follows:

          Upon termination of membership in NEPOOL, a Participant must provide
     financial assurance in the amount of all potential billing adjustments
     chargeable to such Participant for all unresolved billing disputes in
     existence on the date of termination of such Participant's membership and
     the amount required with respect to any FTRs awarded to such Participant
     and any other remaining obligations of such Participant.  Such financial
     assurance must be in the form of a cash deposit, letter of credit, payment
     bond or Corporate Guaranty meeting the requirements of this Policy.  The
     amount of such financial assurance shall be reduced to the extent any
     billing dispute is resolved and the former Participant pays the billing
     adjustments or no billing adjustment is chargeable to the former
     Participant, to the extent that any FTR awarded to such Participant
     expires and to the extent that any remaining obligations of such
     Participant are otherwise satisfied.

1.15 Addition of Section VI to the Member Financial Assurance Policy.
     Section VI is added to the Member Financial Assurance Policy, immediately
     after Section V and before the attachments to the Member Financial
     Assurance Policy, reading as follows:


     VI.  ADDITIONAL FINANCIAL ASSURANCE PROVISIONS FOR FTR TRANSACTIONS

          This Section VI of this Policy contains the financial assurance
     requirements and procedures for Non-Municipal Participants and Municipal
     Participants that transact in the FTR Auction and/or Secondary FTR Market
     (collectively, the "FTR Markets").  In addition to the other financial
     assurance requirements found in this Policy, Participants transacting
     in the FTR Markets which, after taking such FTR transactions into account,
     must provide NEPOOL with additional financial assurance hereunder, shall
     provide such additional financial assurance as described in this Section
     VI.  Governance Only Members transacting in the FTR Markets are required
     to comply with the requirements of this Section VI and to provide
     additional financial assurance in the amounts required for Non-Municipal
     Participants or Municipal Participants, as applicable, to the extent that
     such transactions cause their average monthly NEPOOL Charges to
     exceed $15,000.

          A.   FTR Applicants

          Each Participant that is otherwise required to provide additional
     financial assurance under this Policy must have provided to the System
     Operator at the time of its application for FTR system access, financial
     assurance, in the form and amount required by this Policy; provided,
     however, in order to obtain access to the FTR system, such a Participant
     shall have provided at least $500,000 of cumulative financial assurance
     with its application for FTR system access.  For purposes of determining
     whether an applicant for access to the FTR system has provided at least
     $500,000 of cumulative financial assurance, the System Operator shall
     include in such calculation the amount of any financial assurance provided
     by such applicant pursuant to any other provision of this Policy.

          B.   Bidding into the FTR Auction

          If a Participant that is required to provide additional financial
     assurance under this Policy submits a bid into an FTR Auction, that
     Participant must provide, in addition to all other financial assurance
     required hereunder, additional financial assurance, in the form required
     by this Policy and in an amount that is at least equal to the total dollar
     amount of the bids submitted by such Participant in such FTR Auction at
     the time such FTR Auction closes (the "Bid Financial Assurance").
     Moreover, a Participant that is required to provide financial assurance
     under this Policy must maintain, at all times, in addition to the
     financial assurance otherwise required hereunder, financial assurance,
     in the form required hereunder, in an amount that is at least equal to
     the total dollar amount of any awarded bids in any FTR Auctions (the
     "Award Financial Assurance").  Once a bid in an FTR Auction is awarded,
     the Bid Financial Assurance that relates to such bid will be converted to
     the Award Financial Assurance relating to such awarded bid.  The
     required amount of the Award Financial Assurance will be based on the
     amount of the awarded bid, not the amount initially bid.

          If a Participant does not have the total amount of required
     additional financial assurance in place at the time an FTR Auction into
     which it has bid closes, then, in addition to the other consequences
     described in this Policy, all bids submitted by that Participant for that
     FTR Auction will be rejected.  The Participant will be allowed to
     participate in the next FTR Auction held provided it meets all
     requirements for such participation, including without limitation those
     set forth herein.  Each Participant must maintain the requisite additional
     financial assurance for the duration of the FTRs awarded to it.  The
     amount of any additional financial assurance provided by a Participant
     in connection with an unsuccessful bid which, as a result of such bid
     being unsuccessful, is in excess of the total amount of additional
     financial assurance required from such Participant under this Policy will
     be held by the System Operator and will be applied against future bids and
     awards by that Participant unless that Participant requests in
     writing to have such excess financial assurance returned to
     it.  Prior to returning any financial assurance to a Participant, the
     System Operator shall use such financial assurance to satisfy any overdue
     obligations of that Participant.  The System Operator shall only return to
     that Participant the balance of such financial assurance after
     all such overdue obligations have been satisfied.

                                  SECTION 2
             AMENDMENTS TO NON-MEMBER FINANCIAL ASSURANCE POLICY

2.1  Amendment to Section I.A.1 of the Non-Member Financial Assurance Policy.
     Section I.A.1 of the Financial Assurance Policy for NEPOOL Non-Participant
     Transmission Customers, included as Attachment M to the NEPOOL Tariff, as
     amended by the Eighty-Third Agreement (the "Non-Member Financial Assurance
     Policy"), is amended by deleting from the second sentence of the second
     paragraph the following text: "as well as a lien search for such
     Non-Participant Applicant."

2.2  Amendment to Section I.A.2 of the Non-Member Financial Assurance Policy.
     Section I.A.2 of the Non-Member Policy is amended by deleting the third
     sentence.

                                  SECTION 3
                        AMENDMENTS TO BILLING POLICY

3.1  Change to References in Billing Policy. In the New England Power Pool
     Billing Policy, included as Attachment N to the NEPOOL Tariff, as amended
     by the Eighty-Third Agreement (the "Billing Policy"), the reference in
     Section 1.1 to "NEPOOL Participants and Non-Participant Transmission
     Customers" is changed to "NEPOOL Participants, Non-Participant
     Transmission Customers and Non-Participants that transact in the FTR
     Auction and/or Secondary FTR Market ("Non-Participant FTR Customers")."
     Except as noted herein, each subsequent reference to "Participants and
     Non-Participant Transmission Customers" is changed to "Participants, Non-
     Participant Transmission Customers and Non-Participant FTR Customers;"
     each reference to "each Participant and Non-Participant Transmission
     Customer" is changed to "each Participant, Non-Participant Transmission
     Customer and Non-Participant FTR Customer;" each reference to "Participant
     or Non-Participant Transmission Customer" is changed to "Participant,
     Non-Participant Transmission Customer or Non-Participant FTR Customer;"
     each reference to "Participants or Non-Participant Transmission Customers"
     is changed to "Participants, Non-Participant Transmission Customers or
     Non-Participant FTR Customers;" and each reference to "Participant's or
     Non-Participant Transmission Customer's" is changed to "Participant's,
     Non-Participant Transmission Customer's or Non-Participant FTR
     Customer's."  None of such reference changes shall be made to Section 4
     of the Billing Policy.

3.2  Amendment to Section 1.3 of the Billing Policy.  Clause (i) of Section 1.3
     of the Billing Policy is amended to read as follows:

     (i) Participants and Non-Participant Transmission Customers who have
     requested and received a weekly billing schedule in accordance with the
     Financial Assurance Policy for NEPOOL Members and the Financial
     Assurance Policy for NEPOOL Non-Participant Transmission Customers
     (collectively, together with the Financial Assurance Policy for Non-
     Participant FTR Customers, the "Financial Assurance Policies") and

3.3  Amendment to Section 3.1(d) of the Billing Policy.  The third and fourth
     sentences of the second paragraph of Section 3.1(d) of the Billing Policy
     is amended to read as follows:

     To the extent that the amount in dispute would be payable to one or more
     identifiable Participants or Non-Participant FTR Customers (but not to
     the ISO), then the amount due to each such Participant or Non-Participant
     FTR Customer in the billing period to which such dispute relates shall be
     reduced by the portion of the total amount in dispute that would be
     payable to such Participant or Non-Participant FTR Customer, subject to
     payment with interest accrued thereon if and when the dispute is resolved
     in favor of such Participant(s) or Non-Participant FTR Customer(s).  To
     the extent that amount in dispute would be payable to the ISO,
     or the specific Participant(s) or Non-Participant FTR Customer(s) to which
     such amount would be payable cannot be identified, then the shortfall of
     funds available to pay Remittance Advices resulting from the amount in
     dispute being held in an escrow account shall be allocated among the
     Participants and Non-Participant FTR Customers according to the two-step
     allocation process described in Section 3.3.(f) below, subject to payment
     to all Participants and Non-Participant FTR Customers being allocated a
     portion of the shortfall, with applicable interest (if any), once the
     dispute is resolved with the funds in such escrow account or with other
     amounts provided by the Participant or Non-Participant Transmission
     Customer losing such dispute.

3.4  Amendment to Section 3.3(e) of the Billing Policy.  The second and third
     sentences of Section 3.3(e) of the Billing Policy is amended to read as
     follows:

     Amounts withdrawn from the Late Payment Account and applied toward any
     shortfall resulting from the Default Amount shall not relieve the
     defaulting Participant, defaulting Non-Participant Transmission Customer
     or defaulting Non-Participant FTR Customer of its obligation to pay such
     Default Amount.  If and to the extent that such Default Amount, interest
     thereon and/or late charges with respect thereto are subsequently
     collected (including as a result of the use of a financial assurance under
     the Financial Assurance Policies or through actions or proceedings against
     the defaulting Participant, Non-Participant Transmission Customer or Non-
     Participant FTR Customer), such amounts shall first be used to pay
     Participants and Non-Participant FTR Customers for the amount of such
     Default Amount allocated to them under clause (f) below, with interest
     thereon, and then, after all such amounts have been paid to the
     Participants and Non-Participant FTR Customers, such Default Amount,
     interest and/or late charges shall be deposited into the Late Payment
     Account in accordance with the provisions of the Financial Assurance
     Policy for NEPOOL Members that are applicable to late payment charges.

3.5  Amendment to Section 3.3(f) of the Billing Policy.  Section 3.3(f) of the
     Billing Policy is amended to read as follows:

     f)   Reduction of Payments and Increases in Charges.  (i) If and to the
     extent that the procedures described in clauses (b), (c), (d) and (e)
     above do not yield sufficient funds to pay all Remittance Advice amounts
     in full (after payment of amounts due to the ISO and to the entity or
     entities that develop, administer, operate and maintain the GIS for those
     services, in accordance with clause (a) above) on the date such Payments
     are due, the ISO shall reduce Payments to those Participants and Non-
     Participant FTR Customers owed monies for that billing period (the
     "Default Period"), pro rata based on the amounts owed to such Participants
     and Non-Participant FTR Customers, to the extent necessary to clear its
     accounts by the close of banking business on the date such Payments are
     due.  As funds attributable to a Default Amount are received by the
     ISO (including amounts received through financial assurances provided
     under the Financial Assurance Policies or through actions or proceedings
     commenced against the defaulting Participant, Non-Participant Transmission
     Customer or Non-Participant FTR Customer) prior to the next billing
     period's Statements being distributed, such funds, together with any
     interest and late charges collected on the applicable Default Amount,
     shall be distributed pro rata to the Participants and Non-Participant
     FTR Customers that did not receive the full amount of their Payments as
     a result of such Default Amount not being paid, up to the full amount
     that such Participants and Non-Participant FTR Customers did not receive
     as a result of such Default Amount not being paid, with interest thereon.

     (ii) To the extent that any amount remains unpaid to Participants and Non-
     Participant FTR Customers on the date that Statements are distributed to
     Participants and Non-Participant FTR Customers in the billing period
     immediately following the Default Period, the Default Amount remaining
     unpaid shall be reallocated among all of the Participants and Non-
     Participant FTR Customers receiving Statements for the Default Period
     (other than the Participant, Non-Participant Transmission Customer or
     Non-Participant FTR Customer defaulting on its payment obligations),
     pro rata based, for each Participant and Non-Participant FTR Customer
     being allocated a share of the Default Amount remaining unpaid, on the
     sum of (i) all Charges due from such Participant or Non-Participant FTR
     Customer that are reflected on its Statement for the Default Period and
     (ii) all Payments due to such Participant or Non-Participant FTR
     Customer that are reflected on its Statement for the Default Period,
     without giving any effect to the process of netting Charges against
     Payments on each Statement that is the result of the ISO's single billing
     system.  Thus, by way of example, a Participant or Non-Participant FTR
     Customer with $2,000 of Charges and no Payments on its Statement for the
     Default Period and a Participant or Non-Participant FTR Customer with
     $1,000 of Charges and $1,000 of Payments on its Statement for the Default
     Period would be allocated an equal share of the unpaid Default Amount
     under this clause (f)(ii).  Each Participant and Non-Participant FTR
     Customer that received a Statement for the Default Period shall have
     the amount of its Invoice or Remittance Advice in the billing period
     immediately following the Default Period adjusted as necessary to reflect
     its obligation for the Default Amount remaining unpaid under this clause
     (f)(ii).  As funds attributable to a Default Amount are received by
     the ISO (including amounts received through financial assurances provided
     under the Financial Assurance Policies or through actions or proceedings
     commenced against the defaulting Participant, Non-Participant Transmission
     Customer or Non-Participant FTR Customer) after such adjusted Statements
     are distributed, such funds, together with any interest and late charges
     collected on the applicable Default Amount, shall be distributed to the
     Participants and Non-Participant FTR Customers pro rata based on their
     allocation of the Default Amount under this clause (f)(ii), up to the
     full amount of such Default Amount allocated to each such Participant or
     Non-Participant FTR Customer, with interest thereon.

3.6  Amendment to Section 3.3(j) of the Billing Policy. Section 3.3(j) of the
     Billing Policy is amended to read as follows:

     j)   Notice and Suspension. Without limiting any of the other remedies
     described above, in the event that the ISO, in its reasonable opinion,
     believes that all or any part of any amount due to be paid by any
     Participant, any Non-Participant Transmission Customer or any Non-
     Participant FTR Customer will not be or has not been paid when due (a
     "Payment Default"), the ISO (on its own behalf or on behalf of NEPOOL)
     may (but shall not be required to) notify such Participant, Non-
     Participant Transmission Customer or Non-Participant FTR Customer in
     writing, electronically and by first class mail sent in each case to
     such Participant's member or alternate on the Participants Committee
     or billing contact (it being understood that the ISO will use
     reasonable efforts to contact all three) or such Non-Participant
     Transmission Customer's or Non-Participant FTR Customer's billing
     contact, of such Payment Default.  If a Payment Default is not cured
     within five days after when such payment was originally due, the ISO
     shall notify each member and alternate on the NEPOOL Participants
     Committee, each Participant's billing contact and each of the New
     England governors and utility regulatory agencies of (i) the identity
     of the Participant, Non-Participant Transmission Customer or Non-
     Participant FTR Customer receiving such notice, (ii) whether such
     notice relates to a Payment Default, (iii) whether the defaulting
     Participant has a registered load asset, and (iv) the actions the ISO
     plans to take and/or has taken in response to such Payment Default.
     In addition, the ISO will provide any additional information with respect
     to such Payment Default as may be required under the Information Policy.
     If a Payment Default is not cured within ten days after when such payment
     was originally due, the defaulting Participant, Non-Participant
     Transmission Customer or Non-Participant FTR Customer shall be suspended
     (if applicable) from:  (a) the NEPOOL Market; (b) receiving transmission
     service under any existing or pending arrangement under the Tariff or
     scheduling any future transmission service under the Tariff; (c) voting
     on matters before the Participants Committee or any Technical Committee;
     and (d) entering into any future transactions in the FTR system, in each
     case until (x) in the case of activity in the NEPOOL Market, the
     scheduling and receipt of transmission services and entering future
     transactions in the FTR system, such Payment Default has been cured
     in full, and (y) in the case of voting on matters before the
     Participants Committee or any Technical Committee, such Payment Default
     has been cured in full at least three Business Days prior to such vote;
     provided, however, that any suspension of a Participant's authority to
     vote on matters before the Participants Committee or any Technical
     Committee hereunder shall not be effective while an appeal of such
     suspension is pending.  The suspension of a Participant, a Non-
     Participant Transmission Customer or a Non-Participant FTR Customer,
     and any resulting annulment, termination or removal of OASIS reservations,
     removal from the settlement system and the FTR system and forfeiture of
     FTRs, shall not limit, in any way, NEPOOL's or the ISO's right to invoice
     or collect payment for any amounts owed (whether such amounts are due
     or becoming due) by such Participant, Non-Participant Transmission
     Customer or Non-Participant FTR Customer under the Documents.  If the ISO
     has issued a notice that a Participant, a Non-Participant Transmission
     Customer or a Non-Participant FTR Customer has defaulted on a payment
     obligation and that Participant, Non-Participant Transmission Customer
     or Non-Participant FTR Customer subsequently cures that Payment Default,
     such Participant, Non-Participant Transmission Customer or Non-
     Participant FTR Customer may request the ISO to issue a notice stating
     such fact; provided, however, that the ISO shall not be required to issue
     that notice unless, in its sole discretion, the ISO determines that such
     Payment Default has been cured.  If a Participant, a Non-Participant
     Transmission Customer or a Non-Participant FTR Customer is suspended in
     accordance with this Section 3.3(j), the provisions of this Section 3.3(j)
     shall control notwithstanding any other provision of the Market Rules, the
     NEPOOL Agreement or the NEPOOL Tariff to the contrary.

     A suspended Participant shall have no ability so long as it is suspended
     to be reflected in the ISO's settlement system as either a purchaser or a
     seller of any Market Products under any Bilateral Transactions.  Any
     Bilateral Transactions with a suspended Participant shall be deemed to
     be terminated for purposes of the ISO's settlement system.  If a suspended
     Participant has the obligation under applicable Market Rules to bid any of
     its Entitlements to provide Market Products under the NEPOOL Agreement,
     that obligation shall continue notwithstanding the Participant's
     suspension and any transfers of Market Products occurring under the NEPOOL
     Agreement as a result of any such bid shall be effective.  If a
     suspended Participant or Non-Participant Transmission Customer is
     receiving transmission or ancillary services under the NEPOOL Tariff, all
     such services shall be terminated as of the date of the suspension, except
     to the extent required (if at all) for the Interchange Transactions
     resulting from the bids of the suspended Participant.  Except to the
     extent required (if at all) for the Interchange Transactions resulting
     from the bids of the suspended Participant, any approved reservations
     reflected in OASIS shall be annulled, any pending reservations shall
     be retracted, and the suspended Participant or Non-Participant
     Transmission Customer shall have no ability so long as it is suspended
     to make new reservations on OASIS.  If a Participant or a Non-Participant
     FTR Customer is suspended from entering into future transactions in the
     FTR system and such suspension occurs at any time during an on-
     going FTR Auction, then unless such Participant or Non-Participant FTR
     Customer cures the default(s) providing the basis for such suspension
     prior to 4:00 p.m. on the Business Day immediately preceding the close
     of the next FTR Auction, all FTRs held by such Participant or Non-
     Participant FTR Customer (the "Default FTRs") shall be offered in the next
     FTR Auction, with an offer price of $0.  If a Participant or Non-
     Participant FTR Customer is suspended from entering into future
     transactions in the FTR system and such suspension occurs at any time
     other than during an ongoing FTR Auction, then unless such Participant or
     Non-Participant FTR Customer cures the default(s) providing the basis for
     such suspension prior to 4:00 p.m. on the Business Day immediately
     preceding the close of the next FTR Auction, all Default FTRs held by
     such Participant or Non-Participant FTR Customer shall be offered in that
     next FTR Auction, with an offer price of $0.  All Default FTRs that are
     offered in an FTR Auction and have a positive value in that FTR Auction
     shall be forfeited by such Participant or Non-Participant FTR Customer and
     will be sold at the applicable clearing price in that FTR Auction.  The
     proceeds from the sale of those Default FTRs will first be used to satisfy
     all obligations of such Participant or Non-Participant FTR Customer to
     NEPOOL, the System Operator and the Non-Participant FTR Customers, and any
     amount remaining after all such obligations have been satisfied shall be
     paid over to such Participant or Non-Participant FTR Customer that
     formerly owned such Default FTRs.  All Default FTRs that are offered in an
     FTR Auction and have a negative value in that FTR Auction will be retained
     by such Participant or Non-Participant FTR Customer, and such
     Participant or Non-Participant FTR Customer will remain subject to all of
     the requirements, including the requirements hereunder, with respect to
     such Default FTRs retained by it.

3.7  Addition of Section 4.5 to the Billing Policy.  The following new section
     is added to the end of Section 4 of the Billing Policy:

     Section 4.5 - Non-Participant FTR Customers.  Non-Participant FTR
     Customers are not eligible for weekly billing arrangements.

3.8  Amendment to Section 5.5(c) of the Billing Policy.  In the first sentence
     of Section 5.5(c) of the Billing Policy, the reference to "Participants,
     Non-Participant Transmission Customers" is changed to "Participants,
     Non-Participant Transmission Customers, Non-Participant FTR Customers."

                                  SECTION 4
                                MISCELLANEOUS

4.1  This Eighty-Seventh Agreement shall become effective on September 16,
     2002, or on such other date as the Commission shall provide that the
     amendments reflected herein shall become effective.

4.2  Terms used in this Eighty-Seventh Agreement that are not defined herein
     shall have the meanings ascribed to them in the NEPOOL Agreement.


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<FN>

<FN1>  For purposes of the amount in clause (ii) for any Corporate
Guaranty, such amount shall be the lesser of the unused portion of
any stated limit in such Corporate Guaranty (where such a limit is
stated) divided by three and one-half (3.5) or the Guarantor's Credit
Limit or Guaranty Limit (each as defined below), as applicable, which
Credit Limit or Guaranty Limit shall not be divided by three and
one-half (3.5).

</FN>

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</TEXT>
</DOCUMENT>
