INDENTURE OF MORTGAGE AND DEED OF TRUST

 

Exhibit 99.2

 

 

                            SUPPLEMENTAL INDENTURE

 

                           DATED AS OF APRIL 1, 2005

 

                                      TO

 

                    INDENTURE OF MORTGAGE AND DEED OF TRUST

 

                            DATED AS OF MAY 1, 1921

 

 

                                  ___________

 

 

                    THE CONNECTICUT LIGHT AND POWER COMPANY

 

                                      TO

 

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                        (F/K/A BANKERS TRUST COMPANY),

                                    TRUSTEE

 

 

                                  ___________

 

 

                    2005 SERIES A BONDS, DUE APRIL 1, 2015

                    2005 SERIES B BONDS, DUE APRIL 1, 2035

 

 

 

 

 

      SUPPLEMENTAL INDENTURE, dated as of the first day of April, 2005

between THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized

and existing under the laws of the State of Connecticut (hereinafter

called "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (F/K/A

BANKERS TRUST COMPANY), a corporation organized and existing under

the laws of the State of New York (hereinafter called "Trustee").

 

      WHEREAS, the Company heretofore duly executed, acknowledged

and delivered to the Trustee a certain Indenture of Mortgage and Deed

of Trust dated as of May 1, 1921, and seventy-two Supplemental

Indentures thereto dated respectively as of May 1, 1921, February 1,

1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1,

1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1,

1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 1945,

November 1, 1949, December 1, 1952, December 1, 1955, January

1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1,

1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969,

January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972,

April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975,

May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981,

June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984,

October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987,

November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989,

September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992,

October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993,

February 1, 1994, February 1, 1994, June 1, 1994, October 1, 1994,

June 1, 1996, January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997,

May 1, 1998, May 1, 1998, September 1, 2004 and September 1, 2004

(said Indenture of Mortgage and Deed of Trust (i) as heretofore

amended, being hereinafter generally called the "Mortgage Indenture,"

and (ii) together with said Supplemental Indentures thereto, being

hereinafter generally called the "Mortgage"), all of which have been

issued and to be issued for the purposes and in the manner therein

provided, of which Mortgage this Supplemental Indenture is intended

to be made a part, as fully as if therein recited at length;

 

      WHEREAS, the Company by appropriate and sufficient corporate

action in conformity with the provisions of the Mortgage has duly

determined to create a further series of bonds under the Mortgage to

be designated "First and Refunding Mortgage 5.000% Bonds, 2005 Series

A" (hereinafter generally referred to as the "bonds of 2005 Series A"),

to consist of fully registered bonds containing terms and provisions

duly fixed and determined by the Board of Directors of the Company

and expressed in this Supplemental Indenture, such fully registered

bonds and the Trustee's certificate of its authentication thereof

to be substantially in the forms thereof respectively set forth in

Schedule A-1 appended hereto and made a part hereof; and

 

      WHEREAS, the execution and delivery of this Supplemental

Indenture and the issue of not in excess of   One Hundred Million Dollars

($100,000,000) in aggregate principal amount of bonds of 2005 Series A

and other necessary actions have been duly authorized by the Board of

Directors of the Company; and

 

      WHEREAS, the Company by appropriate and sufficient corporate action

in conformity with the provisions of the Mortgage has duly determined to

create a further series of bonds under the Mortgage to be designated

"First and Refunding Mortgage 5.625% Bonds, 2005 Series B" (hereinafter

generally referred to as the "bonds of 2005 Series B"), to consist of

fully registered bonds containing terms and provisions duly fixed and

determined by the Board of Directors of the Company and expressed in

this Supplemental Indenture, such fully registered bonds and the

Trustee's certificate of its authentication thereof to be substantially

in the forms thereof respectively set forth in Schedule A-2 appended

hereto and made a part hereof; and

 

      WHEREAS, the execution and delivery of this Supplemental Indenture

and the issue of not in excess of   One Hundred Million Dollars

($100,000,000) in aggregate principal amount of bonds of 2005 Series B

and other necessary actions have been duly authorized by the Board of

Directors of the Company; and

 

      WHEREAS, the Company proposes to execute and deliver this

Supplemental Indenture to provide for the issue of the bonds of 2005

Series A and the bonds of 2005 Series B and to confirm the lien of the

Mortgage on the property referred to below, all as permitted by Section

14.01 of the Mortgage Indenture;   and

 

      WHEREAS, the Company proposes to effect the amendments to the

Mortgage Indenture hereinafter specified; and

 

      WHEREAS, upon the issuance of the bonds of 2005 Series A and

the bonds of 2005 Series B, all applicable requirements of the Mortgage

with respect to effecting such amendments will have been complied with,

including consent to such amendments by the holders of not less than

66-2/3% in aggregate principal amount of the bonds outstanding; and

 

      WHEREAS, the Company has purchased, constructed or otherwise

acquired certain additional property not specifically described in

the Mortgage but which is and is intended to be subject to the lien

thereof, and proposes specifically to subject such additional

property to the lien of the Indenture at this time; and

 

      WHEREAS, the Company proposes to execute and deliver this

Supplemental Indenture to provide for the issue of the bonds of 2005

Series A and the bonds of 2005 Series B, to effect such amendments to

the Mortgage Indenture, to subject such additional property to the lien

of the Mortgage and to confirm the lien of the Mortgage on the Property

referred to below, all as permitted by Sections 14.01 and 14.03 of the

Mortgage Indenture; and

 

      WHEREAS, all acts and things necessary to constitute this

Supplemental Indenture a valid, binding and legal instrument and to

make the bonds of 2005 Series A and the bonds of 2005 Series B, when

executed by the Company and authenticated by the Trustee valid, binding

and legal obligations of the Company have been authorized and performed;

 

      NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED

OF TRUST WITNESSETH:

 

       That in order to secure the payment of the principal of and

interest on all bonds issued and to be issued under the Mortgage,

according to their tenor and effect, and according to the terms of the

Mortgage and this Supplemental Indenture, and to secure the

performance of the covenants and obligations in said bonds and in

the Mortgage and this Supplemental Indenture respectively contained,

and for the better assuring and confirming unto the Trustee, its

successor or successors and its or their assigns, upon the trusts

and for the purposes expressed in the Mortgage and this Supplemental

Indenture, all and singular the hereditaments, premises, estates and

property of the Company thereby conveyed or assigned or intended so

to be, or which the Company may thereafter have become bound to

convey or assign to the Trustee, as security for said bonds (except

such hereditaments, premises, estates and property as shall have been

disposed of or released or withdrawn from the lien of the Mortgage

and this Supplemental Indenture, in accordance with the provisions

thereof and subject to alterations, modifications and changes in said

hereditaments, premises, estates and property as permitted under the

provisions thereof), the Company, for and in consideration of the

premises and the sum of One Dollar ($1.00) to it in hand paid by

the Trustee, the receipt whereof is hereby acknowledged, and of other

valuable considerations, has granted, bargained, sold, assigned,

mortgaged, pledged, transferred, set over, aliened, enfeoffed,

released, conveyed and confirmed, and by these presents does grant,

bargain, sell, assign, mortgage, pledge, transfer, set over, alien,

enfeoff, release, convey and confirm unto said Deutsche Bank Trust

Company Americas (f/k/a Bankers Trust Company), as Trustee, and its

successor or successors in the trusts created by the Mortgage and

this Supplemental Indenture, and its and their assigns, all of said

hereditaments, premises, estates and property (except and subject as

aforesaid), as fully as though described at length herein, including,

without limitation of the foregoing, the property, rights

and privileges of the Company described or referred to in Schedule B

hereto.

 

      Together with all plants, buildings, structures, improvements and

machinery located upon said real estate or any portion thereof, and all

rights, privileges and easements of every kind and nature appurtenant

thereto, and all and singular the tenements, hereditaments and

appurtenances belonging to the real estate or any part thereof

described or referred to in Schedule B or intended so to be, or in any

wise appertaining thereto, and the reversions, remainders, rents,

issues and profits thereof, and also all the estate, right, title,

interest, property, possession, claim and demand whatsoever, as well in

law as in equity, of the Company, of, in and to the same and any and

every part thereof, with the appurtenances; except and subject as

aforesaid.

 

      TO HAVE AND TO HOLD all and singular the property, rights and

privileges hereby granted or mentioned or intended so to be, together

with all and singular the reversions, remainders, rents, revenues,

income, issues and profits, privileges and appurtenances, now or

hereafter belonging or in any way appertaining thereto, unto the

Trustee and its successor or successors in the trust created by

the Mortgage and this Supplemental Indenture, and its and their

assigns, forever, and with like effect as if the above described

property, rights and privileges had been specifically described

at length in the Mortgage and this Supplemental Indenture.

 

      Subject, however, to permitted liens, as defined in the Mortgage

Indenture.

 

      IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage

and this Supplemental Indenture for those who shall hold the bonds and

coupons issued and to be issued thereunder, or any of them, without

preference, priority or distinction as to lien of any of said bonds

and coupons over any others thereof by reason of priority in the time

of the issue or negotiation thereof, or otherwise howsoever, subject,

however, to the provisions in reference to extended, transferred or

pledged coupons and claims for interest set forth in the Mortgage

and this Supplemental Indenture (and subject to any sinking fund that

may heretofore have been or hereafter be created for the benefit of

any particular series).

 

      And it is hereby covenanted that all such bonds of 2005 Series A

and bonds of 2005 Series B are to be issued, authenticated and

delivered, and that the mortgaged premises are to be held by the

Trustee, upon and subject to the trusts, covenants, provisions and

conditions and for the uses and purposes set forth in the Mortgage

and this Supplemental Indenture and upon and subject to the further

covenants, provisions and conditions and for the uses and purposes

hereinafter set forth, as follows, to wit:

 

                                  ARTICLE 1.

 

 

 

                 FORM AND PROVISIONS OF BONDS OF 2005 SERIES A

 

      SECTION 1.01    DESIGNATION; AMOUNT.   The bonds of 2005 Series A

shall be designated "First and Refunding Mortgage 5.000% Bonds, 2005

Series A" and, subject to Section 2.08 of the Mortgage Indenture, shall

not exceed One Hundred Million Dollars ($100,000,000) in aggregate

principal amount at any one time outstanding.   The initial issue of the

bonds of 2005 Series A may be effected upon compliance with the

applicable provisions of the Mortgage Indenture.

 

      SECTION 1.02.    FORM OF BONDS OF 2005 SERIES A.   The bonds of

2005 Series A shall be issued only in fully registered form without

coupons in denominations of One Thousand Dollars ($1,000) and

multiples thereof.

 

      The bonds of 2005 Series A and the certificate of the Trustee

upon said bonds shall be substantially in the forms thereof

respectively set forth in Schedule A-1 appended hereto.

 

      SECTION 1.03.    PROVISIONS OF BONDS OF 2005 SERIES A; INTEREST

ACCRUAL. The bonds of 2005 Series A shall mature on April 1, 2015, and

shall bear interest, payable semiannually on the first day of April

and October of each year, commencing October 1, 2005 at the rate

specified in their title, until the Company's obligation in respect of

the principal thereof shall be discharged; and shall be payable both

as to principal and interest at the office or agency of the Company

in the Borough of Manhattan, New York, New York, in any coin or

currency of the United States of America which at the time of payment

is legal tender for the payment of public and private debts.   The

interest on the bonds of 2005 Series A, whether in temporary or

definitive form, shall be payable without presentation of such bonds;

and only to or upon the written order of the registered holders thereof

of record at the applicable record date.   The bonds of 2005 Series A

shall be callable for redemption in whole or in part according to the

terms and provisions herein in Article 3.

 

      Each bond of 2005 Series A shall be dated as of April 7, 2005 and

shall bear interest on the principal amount thereof from the interest

payment date next preceding the date of authentication thereof by the

Trustee to which interest has been paid on the bonds of 2005 Series A,

or if the date of authentication thereof is prior to October 1, 2005,

then from April 7, 2005, or if the date of authentication thereof be an

interest payment date to which interest is being paid or a date between

the record date for any such interest payment date and such interest

payment date, then from such interest payment date.   Interest on the

bonds of 2005 Series A shall be computed on the basis of a 360-day

year consisting of twelve 30-day months, and with respect to any period

less than a full month, on the basis of the actual number of days

elapsed in such period.

 

      The person in whose name any bond of 2005 Series A is registered

at the close of business on any record date (as hereinafter defined)

with respect to any interest payment date shall be entitled to receive

the interest payable on such interest payment date notwithstanding the

cancellation of such bond upon any registration of transfer or exchange

thereof subsequent to the record date and prior to such interest

payment date, except that if and to the extent the Company shall

default in the payment of the interest due on such interest payment

date, then such defaulted interest shall be paid to the person in

whose name such bond is registered on a subsequent record date for the

payment of defaulted interest if one shall have been established as

hereinafter provided and otherwise on the date of payment of such

defaulted interest.   A subsequent record date may be established by

the Company by notice mailed to the owners of bonds of 2005 Series

A not less than ten (10) days preceding such record date, which

record date shall not be more than thirty (30) days prior to the

subsequent interest payment date. The term "record date" as used in

this Section with respect to any regular interest payment (i.e., April

1 or October 1) shall mean the March 15 or September 15, as the case

may be, next preceding such interest payment date, or if such March

15 or September 15 shall be a legal holiday or a day on which banking

institutions in the Borough of Manhattan, New York, New York are

authorized by law to close, the next preceding day which shall not be a

legal holiday or a day on which such institutions are so authorized to

close.

 

      SECTION 1.04.    TRANSFER AND EXCHANGE OF BONDS OF 2005 SERIES A.

The bonds of 2005 Series A may be surrendered for registration of

transfer as provided in Section 2.06 of the Mortgage Indenture at the

office or agency of the Company in the Borough of Manhattan, New York,

New York, and may be surrendered at said office for exchange for a like

aggregate principal amount of bonds of 2005 Series A of other

authorized denominations.   Notwithstanding the provisions of Section 2.06

of the Mortgage Indenture, no charge, except for taxes or other

governmental charges, shall be made by the Company for any registration

of transfer of bonds of 2005 Series A or for the exchange of any

bonds of 2005 Series A for bonds of other authorized denominations.

 

      SECTION 1.05.    CONSENT TO AMENDMENT AND RESTATEMENT OF MORTGAGE

INDENTURE.   Each holder of a bond of 2005 Series A, solely by virtue of

its acquisition thereof, including as an owner of a book-entry interest

therein, shall have and be deemed to have consented, without the need

for any further action or consent by such holder, to the amendment and

restatement of the Mortgage Indenture in the form set forth in Schedule

C appended hereto and made a part hereof.

 

                                  ARTICLE 2.

 

                 FORM AND PROVISIONS OF BONDS OF 2005 SERIES B

 

      SECTION 2.01.    DESIGNATION; AMOUNT.   The bonds of 2005 Series B

shall be designated "First and Refunding Mortgage 5.625% Bonds, 2005

Series B" and, subject to Section 2.08 of the Mortgage Indenture, shall

not exceed One Hundred Million Dollars ($100,000,000) in aggregate

principal amount at any one time outstanding.   The initial issue of

the bonds of 2005 Series B may be effected upon compliance with the

applicable provisions of the Mortgage Indenture.

 

      SECTION 2.02.    FORM OF BONDS OF 2005 SERIES B.   The bonds of

2005 Series B shall be issued only in fully registered form without

coupons in denominations of One Thousand Dollars ($1,000) and multiples

thereof.

 

      The bonds of 2005 Series B and the certificate of the Trustee

upon said bonds shall be substantially in the forms thereof

respectively set forth in Schedule A-2 appended hereto.

 

      SECTION 2.03.    PROVISIONS OF BONDS OF 2005 SERIES B; INTEREST

ACCRUAL.   The bonds of 2005 Series B shall mature on April 1, 2035,

and shall bear interest, payable semiannually on the first day of

April and October of each year, commencing October 1, 2005 at the rate

specified in their title, until the Company's obligation in respect of

the principal thereof shall be discharged; and shall be payable both as

to principal and interest at the office or agency of the Company in the

Borough of Manhattan, New York, New York, in any coin or currency of

the United States of America which at the time of payment is legal

tender for the payment of public and private debts.   The interest on

the bonds of 2005 Series B, whether in temporary or definitive form,

shall be payable without presentation of such bonds; and only to or

upon the written order of the registered holders thereof of record at

the applicable record date.   The bonds of 2005 Series B shall be

callable for redemption in whole or in part according to the terms and

provisions herein in Article 3.  

 

      Each bond of 2005 Series B shall be dated as of April 7, 2005

and shall bear interest on the principal amount thereof from the interest

payment date next preceding the date of authentication thereof by the

Trustee to which interest has been paid on the bonds of 2005 Series B,

or if the date of authentication thereof is prior to October 1, 2005,

then from April 7, 2005, or if the date of authentication thereof be

an interest payment date to which interest is being paid or a date

between the record date for any such interest payment date and such

interest payment date, then from such interest payment date.   Interest

on the bonds of 2005 Series B shall be computed on the basis of a

360-day year consisting of twelve 30-day months, and with respect to

any period less than a full month, on the basis of the actual number

of days elapsed in such period.

 

      The person in whose name any bond of 2005 Series B is registered

at the close of business on any record date (as hereinafter defined)

with respect to any interest payment date shall be entitled to receive

the interest payable on such interest payment date notwithstanding the

cancellation of such bond upon any registration of transfer or exchange

thereof subsequent to the record date and prior to such interest

payment date, except that if and to the extent the Company shall

default in the payment of the interest due on such interest payment

date, then such defaulted interest shall be paid to the person in whose

name such bond is registered on a subsequent record date for the

payment of defaulted interest if one shall have been established as

hereinafter provided and otherwise on the date of payment of such

defaulted interest.   A subsequent record date may be established by the

Company by notice mailed to the owners of bonds of 2005 Series B not

less than ten (10) days preceding such record date, which record date

shall not be more than thirty (30) days prior to the subsequent

interest payment date. The term "record date" as used in this

Section with respect to any regular interest payment (i.e., April 1 or

October 1) shall mean the March 15 or September 15, as the case may be,

next preceding such interest payment date, or if such March 15 or

September 15 shall be a legal holiday or a day on which banking

institutions in the Borough of Manhattan, New York, New York are

authorized by law to close, the next preceding day which shall not be a

legal holiday or a day on which such institutions are so authorized to

close.

 

      SECTION 2.04.    TRANSFER AND EXCHANGE OF BONDS OF 2005 SERIES B.

The bonds of 2005 Series B may be surrendered for registration of

transfer as provided in Section 2.06 of the Mortgage Indenture at the

office or agency of the Company in the Borough of Manhattan, New York,

New York, and may be surrendered at said office for exchange for a like

aggregate principal amount of bonds of 2005 Series B of other

authorized denominations.   Notwithstanding the provisions of Section

2.06 of the Mortgage Indenture, no charge, except for taxes or other

governmental charges, shall be made by the Company for any registration

of transfer of bonds of 2005 Series B or for the exchange of any

bonds of 2005 Series B for bonds of other authorized denominations.

 

       SECTION 2.05.    CONSENT TO AMENDMENT AND RESTATEMENT OF MORTGAGE

INDENTURE.   Each holder of a bond of 2005 Series B, solely by virtue of

its acquisition thereof, including as an owner of a book-entry interest

therein, shall have and be deemed to have consented, without the need

for any further action or consent by such holder, to the amendment and

restatement of the Mortgage Indenture in the form set forth in Schedule

C appended hereto and made a part hereof.

 

                                  ARTICLE 3.

 

        REDEMPTION OF BONDS OF 2005 SERIES A AND BONDS OF 2005 SERIES B

 

      SECTION 3.01.    REDEMPTION OF BONDS OF 2005 SERIES A.   The bonds

of 2005 Series A are subject to redemption prior to maturity, as a

whole at any time or in part from time to time, in accordance with the

provisions of the Mortgage, upon not less than thirty (30) days and not

more than sixty (60) days prior notice (which notice may be made

subject to the deposit of redemption moneys with the Trustee before the

date fixed for redemption) given by mail as provided in the Mortgage,

at the option of the Company, at a redemption price equal to the

greater of (i) 100% of the principal amount of the bonds being

redeemed or (ii) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the

date of redemption on a semiannual basis (assuming a 360-day year

consisting of twelve 30-day months) at the Treasury Rate (as defined in

Section 3.03), plus 10 basis points, plus, in each case, accrued and

unpaid interest on the principal amount of the bonds being redeemed to

the date of redemption (the "Redemption Date").

 

      So long as the bonds are registered in the name of The Depository

Trust Company, as depositary ("DTC"), its nominee or a successor

depositary, if the Company elects to redeem less than all of the bonds,

DTC's practice is to determine by lot the amount of the interest of

each direct participant, in the bonds of such series to be redeemed.

At all other times, the Trustee shall draw by lot, in such manner as it

deems appropriate, the particular bonds, or portions of them, to be

redeemed.

 

      Notice of redemption shall be given by mail to the holders of

bonds, which, as long as the bonds are held in the book-entry only

system, will be DTC, its nominee or a successor depositary.   On and

after the date fixed for redemption (unless the Company defaults in the

payment of the redemption price and interest accrued thereon to such

date), interest on the bonds of such series, or the portions of them so

called for redemption, shall cease to accrue.

 

      The bonds of 2005 Series A are not otherwise subject to

redemption.

 

      SECTION 3.02.    REDEMPTION OF BONDS OF 2005 SERIES B.   The bonds

of 2005 Series B are subject to redemption prior to maturity, as a

whole at any time or in part from time to time, in accordance with the

provisions of the Mortgage, upon not less than thirty (30) days and not

more than sixty (60) days prior notice (which notice may be made

subject to the deposit of redemption moneys with the Trustee before the

date fixed for redemption) given by mail as provided in the Mortgage,

at the option of the Company, at a redemption price equal to the

greater of (i) 100% of the principal amount of the bonds being

redeemed or (ii) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the

date of redemption on a semiannual basis (assuming a 360-day year

consisting of twelve 30-day months) at the Treasury Rate (as defined in

Section 3.03), plus 15 basis points, plus, in each case, accrued and

unpaid interest on the principal amount of the bonds being redeemed to

the date of redemption (the "Redemption Date").

 

      So long as the bonds are registered in the name of The Depository

Trust Company, as depositary ("DTC"), its nominee or a successor

depositary, if the Company elects to redeem less than all of the bonds,

DTC's practice is to determine by lot the amount of the interest of

each direct participant, in the bonds of such series to be redeemed.

At all other times, the Trustee shall draw by lot, in such manner as it

deems appropriate, the particular bonds, or portions of them, to be

redeemed.

 

      Notice of redemption shall be given by mail to the holders of

bonds, which, as long as the bonds are held in the book-entry only

system, will be DTC, its nominee or a successor depositary.   On and

after the date fixed for redemption (unless the Company defaults in the

payment of the redemption price and interest accrued thereon to such

date), interest on the bonds of such series, or the portions of them so

called for redemption, shall cease to accrue.

 

      The bonds of 2005 Series B are not otherwise subject to redemption.

 

      SECTION 3.03.    DEFINITIONS APPLICABLE TO REDEMPTION PROVISIONS.

As used in this Article 3:

 

      "Comparable Treasury Issue" means the United State Treasury

security selected by an Independent Investment Banker as having an

actual maturity comparable to the remaining term of the bonds being

redeemed that would be utilized, at the time of selection and in

accordance with customary financial practice, in pricing new issues of

corporate debt securities of comparable maturity to the remaining term

of such bonds.  

 

      "Comparable Treasury Price" means with respect to any Redemption

Date (i) the average of the Reference Treasury Dealer Quotations for

such Redemption Date, after excluding the highest and lowest Reference

Treasury Dealer Quotations, or (ii) if the Company obtains fewer than

four such Reference Treasury Dealer Quotations, the average of all

such quotations.

 

      "Independent Investment Banker" means an independent investment

banking institution of national standing appointed by the Company.

 

      "Reference Treasury Dealer" means any four primary U.S.

Government securities dealers in The City of New York selected by the

Company.

 

      "Reference Treasury Dealer Quotations" means, with respect to

each Reference Treasury Dealer and any Redemption Date, the average, as

determined   by the Company, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of

its principal amount) quoted in writing to the Company by such

Reference Treasury Dealer at 3:30 p.m., New York time, on the third

business day preceding such Redemption Date.

 

      "Treasury Rate" means, with respect to any Redemption Date, the

rate per annum equal to the semiannual equivalent yield to maturity (on

a day count basis) of the Comparable Treasury Issue, assuming a price

for the Comparable Treasury Issue (expressed as a percentage of its

principal amount) equal to the Comparable Treasury Price for such

Redemption Date.   The Treasury Rate will be calculated on the third

business day preceding the date fixed for redemption.

 

                                  ARTICLE 4.

 

 

 

                AMENDMENT AND RESTATEMENT OF MORTGAGE INDENTURE

 

      SECTION 4.01.    AMENDMENT OF GRANTING AND RELATED CLAUSES.  

Effective contemporaneously with the issuance of the bonds of 2005

Series A and the bonds of 2005 Series B, the granting and related

clauses of the Mortgage Indenture, are amended as follows:

 

      (i)    The paragraph of the Mortgage Indenture that appears as the

initial paragraph on page 1 of the printed copies of the Composite of

the Mortgage Indenture (including all Amendments to May 1, 1967)

(hereinafter referred to as the "Composite Mortgage") is amended to

read as follows:

 

      "THIS INDENTURE, dated as of the first day of May, 1921, between

THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation of the State of

Connecticut (hereinafter called "Company"), party of the first part,

and DEUTSCHE BANK TRUST COMPANY AMERICAS, f/k/a BANKERS TRUST COMPANY,

as Trustee, a corporation organized and existing under the laws of the

State of New York (hereinafter called "Trustee"), party of the second

part, Witnesseth:"

 

      (ii)   The "Now, Therefore, . . ." paragraph of the Mortgage

Indenture that appears as the "Now, Therefore, . . ." paragraph on page

1 of the Composite Mortgage is amended to read as follows:

 

      "Now, Therefore, This Indenture Witnesseth, that the Company, for

and in consideration of the premises and the sum of $1.00 to it in hand

paid by the Trustee, the receipt whereof is hereby acknowledged, and of

other valuable considerations, in order to secure the payment of the

principal and interest of all said bonds according to their tenor, and

the faithful performance of the covenants herein contained, has granted,

bargained, sold, assigned, mortgaged, pledged, transferred, set over,

aliened, enfeoffed, released, conveyed and confirmed, and by these

presents does grant, bargain, sell, assign, mortgage, pledge, transfer,

set over, alien, enfeoff, release, convey and confirm unto the Deutsche

Bank Trust Company Americas, Trustee, f/k/a Bankers Trust Company, as

Trustee, and its successor or successors in the trust hereby created,

and its and their assigns, all the following described property,

rights, privileges, and franchises of the Company, viz:"

 

      (iii) The six paragraphs of the Mortgage Indenture that appear as

the six paragraphs beginning with the paragraph beginning "Also all

real estate . . ."   on pages 1, 2 and 3 of the Composite Mortgage are

deleted and the following paragraphs are substituted therefor:

 

      "Also all real estate, easements, rights-of-way, water rights,

riparian rights, flowage rights, dams, ponds, lakes, reservoirs,

canals, water-ways, gas plants and systems, substations, transformer

houses, tunnels, subways, bridges, viaducts, locks, ware-houses,

store-houses, tool houses, dwelling houses, out-houses, buildings,

structures, plants, machinery and apparatus, gates, valves, piping,

pumps, furnaces, boilers, engines, steam engines, gas engines, rotary

converters, transformers, switches, switch-boards, appliances,

equipment, tools, fixtures, electric transmission lines and systems,

telephone lines and systems, gas distribution lines and systems,

telephone lines and systems, towers, poles, cross-arms, insulators,

cables, wires, conduits, ducts, man-holes, devices, motors, meters,

lamps, shops, trucks, automobiles, wagons, vehicles, instruments, and,

except as herein otherwise provided, all property, real and personal

of whatsoever character, and wherever situated, and all rights,

privileges, and franchises, now or at any time hereafter acquired,

owned, held or possessed by the Company.

 

      Expressly excepting and excluding, however, from the Lien of this

Mortgage all right, title and interest of the Company in and to the

following property, whether now owned or hereafter acquired (herein

prior to the Second Effective Date sometimes called "Excepted

Property"); provided, however, that on and after the Second Effective

Date the term Excepted Property shall mean the property specified in

Section 1601(b), and the remainder of this paragraph shall

automatically cease to be of any further force or effect:

 

      (a)    all stocks, bonds or other obligations of persons other

than corporations, and all other securities, unless the same shall be

deposited by the Company with the Trustee as provided in the Mortgage;

 

      (b)    all rights and claims (other than with respect to the

Mortgaged Property), patents, patent rights and other similar rights,

agreements, contracts, accounts receivable, notes and bills receivable,

judgments and other evidences of indebtedness not specifically assigned

to and pledged with the Trustee hereunder;

 

      (c)    electricity, gas, water, electric and gas appliances, stock

in trade, materials, supplies and other products generated,

manufactured, produced, purchased, or otherwise acquired for the

purpose of sale and/or resale, transmission, distribution, storage or

use in the usual course of business or the operation of any of the

properties of the Company;  

 

      (d)    coal, natural gas, timber, lumber, crops, minerals, mineral

rights and other products of land owned by the Company, in each case

not in the ground;  

 

      (e)    office furniture and equipment, small tools and equipment

and machinery of portable size, and vehicles and vessels of every sort,

together with all equipment and supplies necessary to the operation and

maintenance of such vehicles and vessels;  

 

      (f)    all rents, tolls, earnings, profits, revenues, dividends

and income then or thereafter arising from any property, other than the

Mortgaged   Property, then or thereafter owned, leased or operated by

the Company;

 

      (g)    all leasehold interests, permits, licenses and similar

rights, whether then owned or thereafter acquired by the Company,

which are intended to be hereby conveyed, transferred or assigned and

which may not be legally so conveyed, transferred or assigned, or which

cannot be so conveyed, transferred or assigned without the consent of

other parties whose consent is not secured or without subjecting the

Trustee to a liability not otherwise contemplated by the provisions of

the Mortgage or which otherwise may not be hereby lawfully and/or

effectively granted, conveyed, mortgaged, transferred and assigned by

the Company; and

 

      (h)    the last day of the term of each leasehold estate (oral or

written, or any agreement therefor) then owned or thereafter acquired

by the Company;

 

      provided, however, that at any time prior to the Second Effective

Date, but not thereafter (i) if upon the occurrence of any Event of

Default the Trustee or any receiver or trustee or any governmental

subdivision, body or agency appointed or acting pursuant to statutory

provision or order of court shall have entered into possession of the

Mortgaged Property or a substantial part thereof (other than securities

and cash forming a part of the Mortgaged Property), the property

hereinabove released from the lien hereof shall immediately become

subject to the lien hereof to the extent permitted by law;

(ii) whenever all Events of Default shall have been cured and the

possession of the Mortgaged Property (other than securities and cash

forming a part thereof) shall have been restored to the Company, any

property of the character described in this paragraph so restored to

the Company shall again be excepted and excluded from the Lien of the

Mortgage to the extent hereinabove set forth; and (iii) to the extent

not prohibited by any other provision of the Mortgage, nothing

contained in the release herein provided for shall prevent the Company,

prior to any such entry, from selling, assigning, transferring,

pledging or otherwise disposing of property of the character thereby

released from the Lien hereof by this provision and in any such case

the title, possession or other rights of the purchaser, assignee or

transferee thereof shall be free and clear of such Lien as would

otherwise attach under the Mortgage in the event of such   entry."

 

      (iv)   The "TO HAVE AND TO HOLD . . ." paragraph of the Mortgage

Indenture that appears as the "TO HAVE AND TO HOLD . . ." paragraph on

page 4 of the Composite Mortgage is amended to read as follows:

 

      "TO HAVE AND TO HOLD all and singular the property, rights,

privileges and franchises hereby granted or mentioned or intended so to

be, together with all and singular the reversions, remainders, rents,

revenues, incomes, issues and profits, privileges and appurtenances,

now or hereafter belonging or in anywise appertaining thereto, unto the

Trustee and its successors in the trust hereby created and its and

their assigns, forever, other than in every case Excepted Property."

 

      (v)    The "But in trust, nevertheless, . . ." paragraph of the

Mortgage   Indenture that appears as the "But in trust, nevertheless,

. . ." paragraph on page 4 of the Composite Mortgage is amended to

read as follows:

 

      "But in trust, nevertheless, for the equal and proportionate

benefit and security of all present and future holders of the bonds and

coupons issued and to be issued hereunder and secured by this

indenture, and to secure the payments of such bonds and the interest

thereon when payable in accordance with the provisions thereof or

hereof, and to secure the performance of and compliance with the

covenants and conditions of this indenture without preference,

priority or distinction as to lien or otherwise of any one bond over

any other bond by reason of priority in the issue or negotiation

thereof, and under and subject to the provisions and conditions and for

the uses and purposes hereinafter set forth."  

 

      (vi)   The "And it is hereby covenanted and agreed . . ."

paragraph of the Mortgage Indenture that appears as the "And it is

hereby covenanted and agreed . . ." paragraph on page 4 of the

Composite Mortgage is amended to read as follows:  

 

      "IT IS HEREBY COVENANTED AND AGREED by and between the Company

and the Trustee that all the Securities are to be authenticated and

delivered, and that the Mortgaged Property is to be held, subject to

the further covenants, conditions and trusts hereinafter set forth, and

the Company hereby covenants and agrees to and with the Trustee, for

the equal and ratable benefit of all holders of the Securities, as

follows:"

 

      SECTION 4.02.    SUBSTITUTION OF NEW ARTICLES ONE THROUGH SIXTEEN.

Effective contemporaneously with the issuance of the bonds of 2005

Series A and the bonds of 2005 Series B, Articles 1 through 15 of the

Mortgage Indenture, as heretofore amended, are deleted and new Articles

One through Sixteen, set out in Schedule C appended hereto and made

a part hereof, are substituted therefor.

 

                                  ARTICLE 5.

 

 

 

                                 MISCELLANEOUS

 

      SECTION 5.01.    BENEFITS OF SUPPLEMENTAL INDENTURE AND BONDS OF

2005 SERIES A AND BONDS OF 2005 SERIES B.   Nothing in this Supplemental

Indenture, or in the bonds of 2005 Series A or the bonds of 2005 Series

B, expressed or implied, is intended to or shall be construed to give

to any person or corporation other than the Company, the Trustee and

the holders of the bonds and interest obligations secured by the

Mortgage and this Supplemental Indenture, any legal or equitable right,

remedy or claim under or in respect of this Supplemental Indenture or

of any covenant, condition or provision herein contained.   All the

covenants, conditions and provisions hereof are and shall be for the

sole and exclusive benefit of the Company, the Trustee and the

holders of the bonds and interest obligations secured by the Mortgage

and this Supplemental Indenture.

 

      SECTION 5.02.    EFFECT OF TABLE OF CONTENTS AND HEADINGS.   The

table of contents and the description headings of the several Articles

and Sections of this Supplemental Indenture are inserted for

convenience of reference only and are not to be taken to be any part of

this Supplemental Indenture or to control or affect the meaning,

construction or effect of the same.

 

      SECTION 5.03.    COUNTERPARTS.   For the purpose of facilitating

the recording hereof, this Supplemental Indenture may be executed in

any number of counterparts, each of which shall be and shall be taken

to be an original and all collectively but one instrument.

 

      IN WITNESS WHEREOF, The Connecticut Light and Power Company has

caused these presents to be executed by its Vice President and

Treasurer and its corporate seal to be hereunto affixed, duly attested

by its Secretary, and Deutsche Bank Trust Company Americas has caused

these presents to be executed by a Vice President and its corporate

seal to be hereunto affixed, duly attested by an Assistant Vice

President, as of the day and year first above written.

 

  [Remainder of page intentionally left blank; signature pages follow]

 

 

Attest:                             THE CONNECTICUT LIGHT AND

/s/ O. Kay Comendul                POWER COMPANY

Name:   O. Kay Comendul             By: /s/ Randy A. Shoop

Title:   Secretary                  Name:   Randy A. Shoop

                                  Title:   Vice President and Treasurer

 

  (SEAL)                           Signed, sealed and delivered in the  

                                  presence of:

 

                                  /s/ Jane Seidl

                                  Jane Seidl

 

                                   /s/ Sharon Walter

                                  Sharon Walter

 

 

STATE OF CONNECTICUT           )

                              ) ss.: Berlin

COUNTY OF HARTFORD             )

 

      On this 31st day of March, 2005 before me, Lisa Barlow, the

undersigned officer,   personally appeared Randy A. Shoop and O. Kay

Comendul, who acknowledged themselves to be Vice President and

Treasurer and Secretary, respectively, of THE CONNECTICUT LIGHT AND

POWER COMPANY, a corporation, and that they, as such Vice President

and Treasurer and Secretary, being authorized so to do, executed the

foregoing instrument for the purpose therein contained, by signing the

name of the corporation by themselves as Vice President and Treasurer

and Secretary, and as their free act and deed.

 

      IN WITNESS WHEREOF, I hereunto set my hand and official seal.

 

 

 

                                  /s/ Lisa Barlow

                                  Lisa Barlow

                                  Notary Public

                                   My commission expires March 31, 2006

 

 

Attest:                               DEUTSCHE BANK TRUST COMPANY

/s/ Rodney Gaughan                    AMERICAS f/k/a BANKERS TRUST

Name:   Rodney Gaughan                 COMPANY, TRUSTEE

Title:   Assistant Vice President      By: /s/ Susan Johnson

                                     Name:   Susan Johnson

                                     Title:   Vice President

 

 

            (SEAL)                    Signed, sealed and delivered in  

                                      the presence of:

 

                                    

                                     /s/ David Rocco

                                     David Rocco

 

                                     /s/ Victor Carniero

                                      Victor Carneiro

 

STATE OF NEW YORK              )

                              ) ss.:New York

COUNTY OF NEW YORK             )

 

      On this 30th day of March, 2005 before me, Annie Jaghatspanyan,

the undersigned officer, personally appeared Susan Johnson and Rodney

Gaughan who acknowledged themselves to be a Vice President and an

Assistant Vice President, respectively, of DEUTSCHE BANK TRUST COMPANY

AMERICAS f/k/a BANKERS TRUST COMPANY, a corporation, and that they, as

such Susan Johnson and such Rodney Gaughan, being authorized so to do,

executed the foregoing instrument for the purposes therein contained,

by signing the name of the corporation by themselves as Vice President

and Assistant Vice President, and as their free act and deed.

 

       IN WITNESS WHEREOF, I hereunto set my hand and official seal.  

 

 

                                 /s/ Annie Jaghatspanyan

                                 Notary Public

                                 My commission expires July 30, 2005

                                  Annie Jaghatspanyan

                                 Notary Public, State of New York

                                 No. 01JA6062022

                                 Qualified in New York County

 

 

                                 SCHEDULE A-1

 

 

                        [FORM OF BOND OF 2005 SERIES A]

 

 

No.    $     

 

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE

MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A

DEPOSITARY OR A NOMINEE OF A DEPOSITARY.   THIS SECURITY IS EXCHANGEABLE

FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE

DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE MORTGAGE AND HEREIN, AND NO TRANSFER OF THIS SECURITY (OTHER

THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A

NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE

DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED

EXCEPT IN LIMITED CIRCUMSTANCES.

 

      Unless this Global Security is presented by an authorized

representative of The Depository Trust Company, a New York corporation

("DTC"), to The Connecticut Light and Power Company or its agent for

registration of transfer, exchange, or payment, and any certificate

issued is registered in the name of Cede & Co. or in such other name as

is requested by an authorized representative of DTC (and any payment is

made to Cede & Co. or to such other entity as is requested by an

authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch

as the registered owner hereof, Cede & Co., has an interest

herein.

 

                    THE CONNECTICUT LIGHT AND POWER COMPANY

 

            Incorporated under the Laws of the State of Connecticut

 

            FIRST AND REFUNDING MORTGAGE 5.000% BOND, 2005 SERIES A

 

                          PRINCIPAL DUE APRIL 1, 2015

 

      FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a

corporation organized and existing under the laws of the State of

Connecticut (hereinafter called the Company), hereby promises to pay to

_______________________, or registered assigns, the principal sum of

_____________________ dollars, on the first day of April, 2015 and to

pay interest, including overdue interest, on said sum, semiannually on

the first days of April and October in each year, commencing October 1,

2005 until the Company's obligation with respect to said principal sum

shall be discharged, at the rate per annum specified in the title of

this bond from the interest payment date next preceding the date of

authentication hereof to which interest has been paid on the bonds

of this series, or if the date of authentication hereof is prior to

October 1, 2005,   then from April 7, 2004, or if the date of

authentication hereof is an interest payment date to which interest is

being paid or a date between the record date for any such interest

payment date and such interest payment date, then from such interest

payment date.   Both principal and interest shall be payable at the

office or agency of the Company in the Borough of Manhattan, New York,

New York, in such coin or currency of the United States of America as

at the time of payment is legal tender for the payment of public and

private debts.  

 

      Interest on the bonds of 2005 Series A shall be computed on the

basis of a 360-day year consisting of twelve 30-day months, and with

respect to any period less than a full month, on the basis of the

actual number of days elapsed for such period.

 

      Each installment of interest hereon (other than overdue interest)

shall be payable to the person who shall be the registered owner of this

bond at the close of business on the record date, which shall be the

March 15 or September 15, as the case may be, next preceding the

interest payment date, or, if such March 15 or September 15 shall be a

legal holiday or a day on which banking institutions in the Borough of

Manhattan, New York, New York, are authorized by law to close, the next

preceding day which shall not be a legal holiday or a day on which such

institutions are so authorized to close.

 

      Reference is hereby made to the further provisions of this bond

set forth on the reverse hereof, including without limitation provisions

in regard to the call and redemption and the registration of transfer and

exchangeability of this bond, and such further provisions shall for all

purposes have the same effect as though fully set forth in this place.

 

      This bond shall not become or be valid or obligatory until the

certificate of authentication hereon shall have been signed by Deutsche

Bank Trust Company Americas (f/k/a Bankers Trust Company and hereinafter

with its successors as defined in the Mortgage hereinafter referred to,

generally called the Trustee), or by such a successor.

 

       IN WITNESS WHEREOF, The Connecticut Light and Power Company has

caused this bond to be executed in its corporate name and on its behalf

by its __________ by his signature or a facsimile thereof, and its

corporate seal to be affixed or imprinted hereon and attested by the

manual or facsimile signature of its __________.

 

 

Dated as of April 7, 2005.             THE CONNECTICUT LIGHT AND

                                      POWER COMPANY

                                     

                                      By:______________________________

                                         Name:

                                         Title:

 

                                      Attest:__________________________

                                              Name:

                                             Title:

 

 

                        [FORM OF TRUSTEE'S CERTIFICATE]

 

 

      Deutsche Bank Trust Company Americas hereby certifies that this

bond is one of the bonds described in the within mentioned Mortgage.

 

 

                         DEUTSCHE BANK TRUST COMPANY

                         AMERICAS f/k/a BANKERS TRUST

                         COMPANY, TRUSTEE

 

                         By:____________________________________

                            Name:

                            Title:   Authorized Officer

                    

Dated _____________, 20__

 

 

                          [FORM OF BOND]

 

                                   [REVERSE]

 

                    THE CONNECTICUT LIGHT AND POWER COMPANY

 

            FIRST AND REFUNDING MORTGAGE 5.000% BOND, 2005 SERIES A

 

 

      This bond is one of an issue of bonds of the Company, of an

unlimited authorized amount of coupon bonds or registered bonds without

coupons, or both, known as its First and Refunding Mortgage Bonds, all

issued or to be issued in one or more series, and is one of a series of

said bonds limited in principal amount to One Hundred Million Dollars

($100,000,000), consisting only of registered bonds without coupons

and designated "First and Refunding Mortgage 5.000% Bonds, 2005 Series

A," all of which bonds are issued or are to be issued under, and

equally and ratably secured by, a certain Indenture of Mortgage and

Deed and Trust dated as of May 1, 1921, and by seventy-three

Supplemental Indentures dated respectively as of May 1, 1921, February

1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July

1, 1935, September 1, 1936, October 20, 1936, December 1, 1936,

December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945,

October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955,

January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963,

April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December

1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August

1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1,

1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981,

June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October

1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November

1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1,

1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992,

July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994,

February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, January

1, 1997, May 1, 1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1,

1998, September 1, 2004, September 1, 2004 and April 1, 2005 (said

Indenture of Mortgage and Deed of Trust and Supplemental Indentures

being collectively referred to herein as the "Mortgage"), all executed

by the Company to Deutsche Bank Trust Company Americas f/k/a Bankers

Trust Company, as Trustee, all as provided in the Mortgage to which

reference is made for a   statement of the property mortgaged and

pledged, the nature and extent of the security, the rights of the

holders of the bonds in respect thereof and the terms and conditions

upon which the bonds may be issued and are secured; but neither the

foregoing reference to the Mortgage nor any provision of this bond or

of the Mortgage shall affect or impair the obligation of the Company,

which is absolute, unconditional and unalterable, to pay at the

maturities herein provided the principal of and interest on this bond

as herein provided.   The principal of this bond may be declared or may

become due on the conditions, in the manner and at the time set forth

in the Mortgage, upon the happening of an event of default as in the

Mortgage provided.

 

      This bond is transferable by the registered holder hereof in

person or by attorney upon surrender hereof at the office or agency of

the Company in the Borough of Manhattan, New York, New York, together

with a written instrument of transfer in approved form, signed by the

holder, and a new bond or bonds of this series for a like principal

amount in authorized denominations will be issued in exchange, all as

provided in the Mortgage.   Prior to due presentment for registration of

transfer of this bond the Company and the Trustee may deem and treat

the registered owner hereof as the absolute owner hereof, whether or

not this bond be overdue, for the purpose of receiving payment and for

all other purposes, and neither the Company nor the Trustee shall be

affected by any notice to the contrary.

 

      This bond is exchangeable at the option of the registered holder

hereof upon surrender hereof, at the office or agency of the Company in

the Borough of Manhattan, New York, New York, for an equal principal

amount of bonds of this series of other authorized denominations, in

the manner and on the terms provided in the Mortgage.

 

      Bonds of this series are to be issued initially under a

book-entry only system and, except as hereinafter provided, registered

in the name of The Depository Trust Company, New York, New York ("DTC")

or its nominee, which shall be considered to be the holder of all bonds

of this series for all purposes of the Mortgage, including, without

limitation, payment by the Company of principal of and interest on such

bonds of this series and receipt of notices and exercise of rights of

holders of such bonds of this series.   There shall be a single bond of

this series which shall be immobilized in the custody of DTC with the

owners of book-entry interests in bonds of this series ("Book-Entry

Interests") having no right to receive bonds of this series in the form

of physical securities or certificates.   Ownership of Book-Entry

Interests shall be shown by book-entry on the system maintained and

operated by DTC, its participants (the "Participants") and certain

persons acting through the Participants.   Transfers of ownership of

Book-Entry Interests are to be made only by DTC and the Participants

by that book-entry system, the Company and the Trustee having no

responsibility therefor so long as bonds of this series are registered

in the name of DTC or its nominee.   DTC is to maintain records of

positions of Participants in bonds of this series, and the Participants

and persons acting through Participants are to maintain records of the

purchasers and owners of Book-Entry Interests.   If DTC or its nominee

determines not to continue to act as a depository for the bonds of this

series in connection with a book-entry only system, another depository,

if available, may act instead and the single bond of this series will

be transferred into the name of such other depository or its nominee, in

which case the above provisions will continue to apply to the new

depository.   If the book-entry only system for bonds of this series is

discontinued for any reason, upon surrender and cancellation of the

single bond of this series registered in the name of the then

depository or its nominee, new registered bonds of this series will be

issued in authorized denominations to the holders of Book-Entry

Interests in principal amounts coinciding with the amounts of

Book-Entry Interests shown on the book-entry system immediately prior

to the discontinuance thereof.   Neither the Trustee nor the Company

shall be responsible for the accuracy of the interests shown on that

system.

 

      The bonds of 2005 Series A are subject to redemption prior to

maturity, as a whole at any time or in part from time to time, in

accordance with the provisions of the Mortgage, upon not less than

thirty (30) days and not more than sixty (60) days prior notice (which

notice may be made subject to the deposit of redemption moneys with the

Trustee before the date fixed for redemption) given by mail as provided

in the Mortgage, at the option of the Company, at a redemption price

equal to the greater of (i) 100% of the principal amount of the bonds

being redeemed or (ii) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the

date of redemption on a semiannual basis (assuming a 360-day year

consisting of twelve 30-day   months) at the Treasury Rate, plus 10

basis points, plus, in each case, accrued and unpaid interest on the

principal amount of the bonds being redeemed to the date of redemption

(the "Redemption Date").

 

      "Comparable Treasury Issue" means the United State Treasury

security selected by an Independent Investment Banker as having an

actual maturity comparable to the remaining term of the bonds being

redeemed that would be utilized, at the time of selection and in

accordance with customary financial practice, in pricing new issues of

corporate debt securities of comparable maturity to the remaining term

of such bonds.  

 

      "Comparable Treasury Price" means with respect to any Redemption

Date (i) the average of the Reference Treasury Dealer Quotations for

such Redemption Date, after excluding the highest and lowest Reference

Treasury Dealer Quotations, or (ii) if the Company obtains fewer than

four such Reference Treasury Dealer Quotations, the average of all

such quotations.

 

      "Independent Investment Banker" means an independent investment

banking institution of national standing appointed by the Company.

 

      "Reference Treasury Dealer" means any four primary U.S. Government

securities dealers in The City of New York selected by the Company.

 

      "Reference Treasury Dealer Quotations" means, with respect to

each Reference Treasury Dealer and any Redemption Date, the average, as

determined by the Company, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of

its principal amount) quoted in writing to the Company by such

Reference Treasury Dealer at 3:30 p.m., New York time, on the third

business day preceding such Redemption Date.

 

      "Treasury Rate" means, with respect to any Redemption Date, the

rate per annum equal to the semiannual equivalent yield to maturity

(on a day count basis) of the Comparable Treasury Issue, assuming a

price for the Comparable Treasury Issue (expressed as a percentage of

its principal amount) equal to the Comparable Treasury Price for such

Redemption Date.   The Treasury Rate will be calculated on the third

business day preceding the date fixed for redemption.

 

      So long as the bonds are registered in the name of The Depository

Trust Company, as depositary ("DTC"), its nominee or a successor

depositary, if the Company elects to redeem less than all of the bonds,

DTC's practice is to determine by lot the amount of the interest of

each direct participant, in the bonds of such series to be redeemed.

At all other times, the Trustee shall draw by lot, in such manner as it

deems appropriate, the particular bonds, or portions of them, to be

redeemed.

 

      Notice of redemption shall be given by mail to the holders of

bonds, which, as long as the bonds are held in the book-entry only

system, will be DTC, its nominee or a successor depositary.   On and

after the date fixed for redemption (unless the Company defaults in the

payment of the redemption price and interest accrued thereon to such

date), interest on the bonds of such series, or the portions of them

so called for redemption, shall cease to accrue.

 

      The Mortgage provides that the Company and the Trustee, with

consent of the holders of not less than 66-2/3% in aggregate principal

amount of the bonds at the time outstanding which would be affected by

the action proposed to be taken, may by supplemental indenture add any

provisions to or change or eliminate any of the provisions of the

Mortgage or modify the rights of the holders of the bonds and coupons

issued thereunder; provided, however, that without the consent of the

holder hereof no such supplemental indenture shall affect the terms of

payment of the principal of or interest or premium on this bond, or

reduce the aforesaid percentage of the bonds the holders of which are

required to consent to such a supplemental indenture, or permit the

creation by the Company of any mortgage or pledge or lien in the nature

thereof ranking prior to or equal with the lien of the Mortgage or

deprive the holder hereof of the lien of the Mortgage on any of the

property which is subject to the lien

thereof.

 

      As set forth in the Supplemental Indenture establishing the

terms and series of the bonds of this series, each holder of a bond,

solely by virtue of its acquisition thereof, including as an owner of a

book-entry interest therein, has and has been deemed to have consented,

without the need for any further action or consent by such holder, to

the amendment and restatement of the Mortgage in the form set forth in

Schedule C appended to such Supplemental Indenture and made a part

thereof (the "Amended and Restated Indenture").   By virtue of such

consents by holders of not less than 66-2/3% of the bonds outstanding

and pursuant to the terms of the Mortgage, the Amended and Restated

Indenture is now in full force and effect.

 

      No recourse shall be had for the payment of the principal of or

the interest on this bond, or any part thereof, or for any claim based

thereon or otherwise in respect thereof, to any incorporator, or any

past, present or future stockholder, officer or director of the

Company, either directly or indirectly, by virtue of any statute or by

enforcement of any assessment or otherwise, and any and all liability

of the said incorporators, stockholders, officers or directors of the

Company in respect to this bond is hereby expressly waived and released

by every holder hereof.

 

 

                              SCHEDULE A-2

 

 

                        [FORM OF BOND OF 2005 SERIES B]

 

 

No.    $     

 

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE

MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A

DEPOSITARY OR A NOMINEE OF A DEPOSITARY.   THIS SECURITY IS EXCHANGEABLE

FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE

DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE MORTGAGE AND HEREIN, AND NO TRANSFER OF THIS SECURITY (OTHER

THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A

NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY

TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE

REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

 

      Unless this Global Security is presented by an authorized

representative of The Depository Trust Company, a New York corporation

("DTC"), to The Connecticut Light and Power Company or its agent for

registration of transfer, exchange, or payment, and any certificate

issued is registered in the name of Cede & Co. or in such other name as

is requested by an authorized representative of DTC (and any payment is

made to Cede & Co. or to such other entity as is requested by an

authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch

as the registered owner hereof, Cede & Co., has an interest

herein.

 

                    THE CONNECTICUT LIGHT AND POWER COMPANY

 

            Incorporated under the Laws of the State of Connecticut

 

            FIRST AND REFUNDING MORTGAGE 5.625% BOND, 2005 SERIES B

 

                          PRINCIPAL DUE APRIL 1, 2035

 

      FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a

corporation organized and existing under the laws of the State of

Connecticut (hereinafter called the Company), hereby promises to pay to

_______________________, or registered assigns, the principal sum of

_____________________ dollars, on the first day of April, 2035 and to

pay interest, including overdue interest, on said sum, semiannually on

the first days of April and October in each year, commencing October 1,

2005 until the Company's obligation with respect to said principal sum

shall be discharged, at the rate per annum specified in the title of

this bond from the interest payment date next preceding the date of

authentication hereof to which interest has been paid on the bonds of

this series, or if the date of authentication hereof is prior to

October 1, 2005,   then from April 7, 2004, or if the date of

authentication hereof is an interest payment date to which interest is

being paid or a date between the record date for any such interest

payment date and such interest payment date, then from such interest

payment date.   Both principal and interest shall be payable at the

office or agency of the Company in the Borough of Manhattan, New York,

New York, in such coin or currency of the United States of America as

at the time of payment is legal tender for the payment of public and

private debts.  

 

      Interest on the bonds of 2005 Series B shall be computed on the

basis of a 360-day year consisting of twelve 30-day months, and with

respect to any period less than a full month, on the basis of the

actual number of days elapsed for such period.

 

      Each installment of interest hereon (other than overdue interest)

shall be payable to the person who shall be the registered owner of

this bond at the close of business on the record date, which shall be

the March 15 or September 15, as the case may be, next preceding the

interest payment date, or, if such March 15 or September 15 shall be a

legal holiday or a day on which banking institutions in the Borough of

Manhattan, New York, New York, are authorized by law to close, the next

preceding day which shall not be a legal holiday or a day on which such

institutions are so authorized to close.

 

      Reference is hereby made to the further provisions of this bond

set forth on the reverse hereof, including without limitation

provisions in regard to the call and redemption and the registration of

transfer and exchangeability of this bond, and such further provisions

shall for all purposes have the same effect as though fully set forth

in this place.

 

      This bond shall not become or be valid or obligatory until the

certificate of authentication hereon shall have been signed by Deutsche

Bank Trust Company Americas (f/k/a Bankers Trust Company and

hereinafter with its successors as defined in the Mortgage hereinafter

referred to, generally called the Trustee), or by such a successor.

 

      IN WITNESS WHEREOF, The Connecticut Light and Power Company has

caused this bond to be executed in its corporate name and on its behalf

by its __________ by his signature or a facsimile thereof, and its

corporate seal to be affixed or imprinted hereon and attested by the

manual or facsimile signature of its __________.

 

 

Dated as of April 7, 2005.

 

 

                             THE CONNECTICUT LIGHT AND

                             POWER COMPANY

 

                             By:____________________________________

                                Name:

                                Title:

 

 

                             Attest:

 

                              _______________________________________

                             Name:

                             Title:

 

 

                        [FORM OF TRUSTEE'S CERTIFICATE]

 

 

      Deutsche Bank Trust Company Americas hereby certifies that this

bond is one of the bonds described in the within mentioned Mortgage.

 

 

                         DEUTSCHE BANK TRUST COMPANY

                         AMERICAS f/k/a BANKERS TRUST

                         COMPANY, TRUSTEE

 

                         By:____________________________________

                            Name:

                            Title:   Authorized Officer

 

Dated _____________, 20__

 

 

 

                               [FORM OF BOND]

 

                                   [REVERSE]

 

                     THE CONNECTICUT LIGHT AND POWER COMPANY

 

            FIRST AND REFUNDING MORTGAGE 5.625% BOND, 2005 SERIES B

 

 

      This bond is one of an issue of bonds of the Company, of an

unlimited authorized amount of coupon bonds or registered bonds without

coupons, or both, known as its First and Refunding Mortgage Bonds, all

issued or to be issued in one or more series, and is one of a series of

said bonds limited in principal amount to One Hundred Million Dollars

($100,000,000), consisting only of registered bonds without coupons

and designated "First and Refunding Mortgage 5.625% Bonds, 2005 Series

B," all of which bonds are issued or are to be issued under, and

equally and ratably secured by, a certain Indenture of Mortgage and

Deed and Trust dated as of May 1, 1921, and by seventy-three

Supplemental Indentures dated respectively as of May 1, 1921, February

1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July

1, 1935, September 1, 1936, October 20, 1936, December 1, 1936,

December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945,

October 1, 1945, November 1, 1949, December 1,1952, December 1, 1955,

January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963,

April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December

1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1,

1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1,

1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981,

June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October

1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1,

1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989,

December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1,

1993, July 1, 1993, December 1, 1993, February 1, 1994, February 1,

1994, June 1, 1994, October 1, 1994, June 1, 1996, January 1, 1997,

May 1, 1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1, 1998,

September 1, 2004, September 1, 2004 and April 1, 2005 (said Indenture

of Mortgage and Deed of Trust and Supplemental Indentures being

collectively referred to herein as the "Mortgage"), all executed by the

Company to Deutsche Bank Trust Company Americas f/k/a Bankers Trust

Company, as Trustee, all as provided in the Mortgage to which reference

is made for a statement of the property mortgaged and pledged, the

nature and extent of the security, the rights of the holders of the

bonds in respect thereof and the terms and conditions upon which the

bonds may be issued and are secured; but neither the foregoing

reference to the Mortgage nor any provision of this bond or of the

Mortgage shall affect or impair the obligation of the Company, which

is absolute, unconditional and unalterable, to pay at the maturities

herein provided the principal of and interest on this bond as herein

provided.   The principal of this bond may be declared or may become due

on the conditions, in the manner and at the time set forth in the

Mortgage, upon the happening of an event of default as in the Mortgage

provided.

 

      This bond is transferable by the registered holder hereof in

person or by attorney upon surrender hereof at the office or agency of

the Company in the Borough of Manhattan, New York, New York, together

with a written instrument of transfer in approved form, signed by the

holder, and a new bond or bonds of this series for a like principal

amount in authorized denominations will be issued in exchange, all as

provided in the Mortgage.   Prior to due presentment for registration of

transfer of this bond the Company and the Trustee may deem and treat

the registered owner hereof as the absolute owner hereof, whether or

not this bond be overdue, for the purpose of receiving payment and for

all other purposes, and neither the Company nor the Trustee shall be

affected by any notice to the contrary.

 

      This bond is exchangeable at the option of the registered holder

hereof upon surrender hereof, at the office or agency of the Company in

the Borough of Manhattan, New York, New York, for an equal principal

amount of bonds of this series of other authorized denominations, in

the manner and on the terms provided in the Mortgage.

 

      Bonds of this series are to be issued initially under a

book-entry only system and, except as hereinafter provided, registered

in the name of The Depository Trust Company, New York, New York ("DTC")

or its nominee, which shall be considered to be the holder of all bonds

of this series for all purposes of the Mortgage, including, without

limitation, payment by the Company of principal of and interest on such

bonds of this series and receipt of notices and exercise of rights of

holders of such bonds of this series.   There shall be a single bond of

this series which shall be immobilized in the custody of DTC with the

owners of book-entry interests in bonds of this series ("Book-Entry

Interests") having no right to receive bonds of this series in the form

of physical securities or certificates.   Ownership of Book-Entry

Interests shall be shown by book-entry on the system maintained and

operated by DTC, its participants (the "Participants") and certain

persons acting through the Participants.   Transfers of ownership of

Book-Entry Interests are to be made only by DTC and the Participants

by that book-entry system, the Company and the Trustee having no

responsibility therefor so long as bonds of this series are

registered in the name of DTC or its nominee.   DTC is to maintain

records of positions of Participants in bonds of this series, and the

Participants and persons acting through Participants are to maintain

records of the purchasers and owners of Book-Entry Interests.   If DTC

or its nominee determines not to continue to act as a depository for

the bonds of this series in connection with a book-entry only system,

another depository, if available, may act instead and the single bond

of this series will be transferred into the name of such other

depository or its nominee, in which case the above provisions will

continue to apply to the new depository.   If the book-entry only system

for bonds of this series is discontinued for any reason, upon surrender

and cancellation of the single bond of this series registered in the

name of the then depository or its nominee, new registered bonds of

this series will be issued in authorized denominations to the holders

of Book-Entry Interests in principal amounts coinciding with the

amounts of Book-Entry Interests shown on the book-entry system

immediately prior to the discontinuance thereof.   Neither the Trustee

nor the Company shall be responsible for the accuracy of the interests

shown on that system.

 

      The bonds of 2005 Series B are subject to redemption prior to

maturity, as a whole at any time or in part from time to time, in

accordance with the provisions of the Mortgage, upon not less than

thirty (30) days and not more than sixty (60) days prior notice (which

notice may be made subject to the deposit of redemption moneys with

the Trustee before the date fixed for redemption) given by mail as

provided in the Mortgage, at the option of the Company, at a redemption

price equal to the greater of (i) 100% of the principal amount of the

bonds being redeemed or (ii) the sum of the present values of the

remaining scheduled payments of principal and interest thereon

discounted to the date of redemption on a semiannual basis (assuming a

360-day year consisting of twelve 30-day   months) at the Treasury Rate,

plus 15 basis points, plus, in each case, accrued and unpaid interest

on the principal amount of the bonds being redeemed to the date of

redemption (the "Redemption Date").

 

      "Comparable Treasury Issue" means the United State Treasury

security selected by an Independent Investment Banker as having an

actual maturity comparable to the remaining term of the bonds being

redeemed that would be utilized, at the time of selection and in

accordance with customary financial practice, in pricing new issues of

corporate debt securities of comparable maturity to the remaining term

of such bonds.  

 

      "Comparable Treasury Price" means with respect to any Redemption

Date (i) the average of the Reference Treasury Dealer Quotations for

such Redemption Date, after excluding the highest and lowest Reference

Treasury Dealer Quotations, or (ii) if the Company obtains fewer than

four such Reference Treasury Dealer Quotations, the average of all such

quotations.

 

      "Independent Investment Banker" means an independent investment

banking institution of national standing appointed by the Company.

 

      "Reference Treasury Dealer" means any four primary U.S.

Government securities dealers in The City of New York selected by the

Company.

 

      "Reference Treasury Dealer Quotations" means, with respect to

each Reference Treasury Dealer and any Redemption Date, the average, as

determined by the Company, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of

its principal amount) quoted in writing to the Company by such

Reference Treasury Dealer at 3:30 p.m., New York time, on the third

business day preceding such Redemption Date.

 

      "Treasury Rate" means, with respect to any Redemption Date, the

rate per annum equal to the semiannual equivalent yield to maturity (on

a day count basis) of the Comparable Treasury Issue, assuming a price

for the Comparable Treasury Issue (expressed as a percentage of its

principal amount) equal to the Comparable Treasury Price for such

Redemption Date.   The Treasury Rate will be calculated on the third

business day preceding the date fixed for redemption.

 

      So long as the bonds are registered in the name of The Depository

Trust Company, as depositary ("DTC"), its nominee or a successor

depositary, if the Company elects to redeem less than all of the bonds,

DTC's practice is to determine by lot the amount of the interest of

each direct participant, in the bonds of such series to be redeemed. At

all other times, the Trustee shall draw by lot, in such manner as it

deems appropriate, the particular bonds, or portions of them, to be

redeemed.

 

      Notice of redemption shall be given by mail to the holders of

bonds, which, as long as the bonds are held in the book-entry only

system, will be DTC, its nominee or a successor depositary.   On and

after the date fixed for redemption (unless the Company defaults in the

payment of the redemption price and interest accrued thereon to such

date), interest on the bonds of such series, or the portions of them

so called for redemption, shall cease to accrue.

 

      The Mortgage provides that the Company and the Trustee, with

consent of the holders of not less than 66-2/3% in aggregate principal

amount of the bonds at the time outstanding which would be affected by

the action proposed to be taken, may by supplemental indenture add any

provisions to or change or eliminate any of the provisions of the

Mortgage or modify the rights of the holders of the bonds and coupons

issued thereunder; provided, however, that without the consent of the

holder hereof no such supplemental indenture shall affect the terms of

payment of the principal of or interest or premium on this bond, or

reduce the aforesaid percentage of the bonds the holders of which are

required to consent to such a supplemental indenture, or permit the

creation by the Company of any mortgage or pledge or lien in the nature

thereof ranking prior to or equal with the lien of the Mortgage or

deprive the holder hereof of the lien of the Mortgage on any of the

property which is subject to the lien thereof.

 

       As set forth in the Supplemental Indenture establishing the terms

and series of the bonds of this series, each holder of a bond, solely

by virtue of its acquisition thereof, including as an owner of a

book-entry interest therein, has and has been deemed to have consented,

without the need for any further action or consent by such holder, to

the amendment and restatement of the Mortgage in the form set forth in

Schedule C appended to such Supplemental Indenture and made a part

thereof (the "Amended and Restated Indenture").   By virtue of such

consents by holders of not less than 66-2/3% of the bonds outstanding

and pursuant to the terms of the Mortgage, the Amended and Restated

Indenture is now in full force and effect.

 

      No recourse shall be had for the payment of the principal of or

the interest on this bond, or any part thereof, or for any claim based

thereon or otherwise in respect thereof, to any incorporator, or any

past, present or future stockholder, officer or director of the

Company, either directly or indirectly, by virtue of any statute or by

enforcement of any assessment or otherwise, and any and all liability

of the said incorporators, stockholders, officers or directors of the

Company in respect to this bond is hereby expressly waived and released

by every holder hereof.

 

                        SCHEDULE B

 

 

           [PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE]

 

                          SCHEDULE C

 

 

      [FORM OF AMENDED AND RESTATED MORTGAGE INDENTURE]

 

 

 

 

            COMPOSITE (INCLUDING ALL AMENDMENTS TO APRIL 1, 2005)

 

 

               ________________________________________________

 

                    Indenture of Mortgage and Deed of Trust

 

 

                            Dated as of May 1, 1921

 

                               __________________

 

 

                    THE CONNECTICUT LIGHT AND POWER COMPANY

 

 

                                      TO

 

 

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                     F/K/A BANKERS TRUST COMPANY, TRUSTEE

 

 

 

                               __________________

 

 

 

              As Amended by Seventy-three Supplemental Mortgages

 

      (to and including Supplemental Mortgage dated as of April 1, 2005)

 

               ________________________________________________

 

 

 

       THIS INDENTURE, dated as of the first day of May, 1921, between

THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation of the State of

Connecticut (hereinafter called "Company"), party of the first part,

and DEUTSCHE BANK TRUST COMPANY AMERICAS, f/k/a BANKERS TRUST COMPANY,

as Trustee, a corporation organized and existing under the laws of the

State of New York (hereinafter called "Trustee"), party of the second

part, Witnesseth:

 

               (Recitals omitted, but remain applicable hereto.)

 

 

      Now, Therefore, This Indenture Witnesseth, that the Company, for

and in consideration of the premises and the sum of $1.00 to it in hand

paid by the Trustee, the receipt whereof is hereby acknowledged, and of

other valuable considerations, in order to secure the payment of the

principal and interest of all said bonds according to their tenor, and

the faithful performance of the covenants herein contained, has

granted, bargained, sold, assigned, mortgaged, pledged, transferred,

set over, aliened, enfeoffed, released, conveyed and confirmed, and by

these presents does grant, bargain, sell, assign, mortgage, pledge,

transfer, set over, alien, enfeoff, release, convey and confirm unto

the Deutsche Bank Trust Company Americas, Trustee, f/k/a Bankers Trust

Company, as Trustee, and its successor or successors in the trust

hereby created, and its and their assigns, all the following described

property, rights, privileges, and franchises of the Company, viz:

 

      (All descriptions of real estate, rights, privileges and

easements and all references to prior encumbrances have been omitted

herein, but remain applicable hereto.)

 

      TOGETHER with all plants, buildings, structures, improvements

and machinery located upon said real estate or any portion thereof,

and all rights, privileges and easements of every kind and nature

appurtenant thereto, and all and singular the tenements, hereditaments

and appurtenances belonging to the real estate or any part thereof

hereinbefore described or referred to or intended so to be, or in any

wise appertaining thereto, and the reversions, remainders, rents,

issues and profits thereof; also all the estate, right, title,

interest, property, possession, claim and demand whatsoever, as well in

law as in equity, of the Company, of, in and to the same and any and

every part thereof, with the appurtenances.

 

      TOGETHER with the following electrical transmission lines and

distributing systems:

 

      (All descriptions of electrical transmission lines and

distributing systems have been omitted herein, but remain applicable

hereto.)

 

      Also all real estate, easements, rights-of-way, water rights,

riparian rights, flowage rights, dams, ponds, lakes, reservoirs,

canals, water-ways, gas plants and systems, substations, transformer

houses, tunnels, subways, bridges, viaducts, locks, ware-houses,

store-houses, tool houses, dwelling houses, out-houses, buildings,

structures, plants, machinery and apparatus, gates, valves,

piping, pumps, furnaces, boilers, engines, steam engines, gas engines,

rotary converters, transformers, switches, switch-boards, appliances,

equipment, tools, fixtures, electric transmission lines and systems,

telephone lines and systems, gas distribution lines and systems,

telephone lines and systems, towers, poles, cross-arms, insulators,

cables, wires, conduits, ducts, man-holes, devices, motors, meters,

lamps, shops, trucks, automobiles, wagons, vehicles, instruments, and,

except as herein otherwise provided, all property, real and personal of

whatsoever character, and wherever situated, and all rights,

privileges, and franchises, now or at any time hereafter acquired,

owned, held or possessed by the Company.

 

      Expressly excepting and excluding, however, from the Lien of this

Mortgage all right, title and interest of the Company in and to the

following property, whether now owned or hereafter acquired (herein

prior to the Second Effective Date sometimes called "Excepted

Property"); provided, however, that on and after the Second Effective

Date the term Excepted Property shall mean the property specified in

Section 1601(b), and the remainder of this paragraph shall

utomatically cease to be of any further force or effect:

 

      (a)    all stocks, bonds or other obligations of persons other

than   corporations, and all other securities, unless the same shall be

deposited by the Company with the Trustee as provided in the Mortgage;

 

      (b)    all rights and claims (other than with respect to the

Mortgaged Property), patents, patent rights and other similar rights,

agreements, contracts, accounts receivable, notes and bills receivable,

judgments and other evidences of indebtedness not specifically assigned

to and pledged with the Trustee hereunder;

 

      (c)    electricity, gas, water, electric and gas appliances,

stock in trade, materials, supplies and other products generated,

manufactured, produced, purchased, or otherwise acquired for the

purpose of sale and/or resale, transmission, distribution, storage or use

in the usual course of business or the operation of any of the properties

of the Company;  

 

      (d)    coal, natural gas, timber, lumber, crops, minerals, mineral

rights and other products of land owned by the Company, in each case not

in the ground;  

 

      (e)    office furniture and equipment, small tools and equipment

and   machinery of portable size, and vehicles and vessels of every sort,

together with all equipment and supplies necessary to the operation and

maintenance of such vehicles and vessels;  

 

      (f)    all rents, tolls, earnings, profits, revenues, dividends

and income then or thereafter arising from any property, other than the

Mortgaged Property, then or thereafter owned, leased or operated by the

Company;

 

      (g)    all leasehold interests, permits, licenses and similar

rights, whether then owned or thereafter acquired by the Company, which

are intended to be hereby conveyed, transferred or assigned and which

may not be legally so conveyed, transferred or assigned, or which

cannot be so conveyed, transferred or assigned without the consent of

other parties whose consent is not secured or without subjecting the

Trustee to a liability not otherwise contemplated by the provisions of

the Mortgage or which otherwise may not be hereby lawfully and/or

effectively granted, conveyed, mortgaged, transferred and assigned by

the Company; and

 

      (h)    the last day of the term of each leasehold estate (oral or

written, or any agreement therefor) then owned or thereafter acquired

by the Company;

 

provided, however, that at any time prior to the Second Effective Date,

but not thereafter (i) if upon the occurrence of any Event of Default

the Trustee or any receiver or trustee or any governmental subdivision,

body or agency appointed or acting pursuant to statutory provision or

order of court shall have entered into possession of the Mortgaged

Property or a substantial part thereof (other than securities and cash

forming a part of the Mortgaged Property), the property hereinabove

released from the lien hereof shall immediately become subject to the

lien hereof to the extent permitted by law; (ii) whenever all Events of

Default shall have been cured and the possession of the Mortgaged

Property (other than securities and cash forming a part thereof)

shall have been restored to the Company, any property of the character

described in this paragraph so restored to the Company shall again be

excepted and excluded from the Lien of the Mortgage to the extent

hereinabove set forth;   and (iii) to the extent not prohibited by any

other provision of the Mortgage, nothing contained in the release

herein provided for shall prevent the Company, prior to any such entry,

from selling, assigning, transferring, pledging or otherwise disposing

of property of the character thereby released from the Lien hereof by

this provision and in any such case the title, possession or other

rights of the purchaser, assignee or transferee thereof shall be free

and clear of such Lien as would otherwise attach under the Mortgage in

the event of such entry.

 

      It is the intention and it is hereby agreed that all property of

the kind hereinbefore described acquired by the Company after the date

hereof, shall, except as otherwise provided herein, be as fully

embraced within the provisions of this indenture, and subject to the

lien hereby created, as if the said property were now owned by the

Company, and were specifically described herein and conveyed hereby.

 

      TO HAVE AND TO HOLD all and singular the property, rights,

privileges and franchises hereby granted or mentioned or intended so to

be, together with all and singular the reversions, remainders, rents,

revenues, incomes, issues and profits, privileges and appurtenances,

now or hereafter belonging or in anywise appertaining thereto, unto

the Trustee and its successors in the trust hereby created and its

and their assigns, forever, other than in every case Excepted

Property.

 

      But in trust, nevertheless, for the equal and proportionate

benefit and security of all present and future holders of the bonds

and coupons issued and to be issued hereunder and secured by this

indenture, and to secure the payments of such bonds and the interest

thereon when payable in accordance with the provisions thereof or

hereof, and to secure the performance of and compliance with the

covenants and conditions of this indenture without preference, priority

or distinction as to lien or otherwise of any one bond over any other

bond by reason of priority in the issue or negotiation thereof,

and under and subject to the provisions and conditions and for the uses

and purposes hereinafter set forth.

 

      And it is hereby covenanted that all such bonds, with the coupons

for the interest thereon, are to be issued, authenticated and delivered,

and that the mortgaged premises are to be held by the Trustee upon and

subject to the following covenants, provisions and conditions and for

the uses and purposes hereinafter set forth, as follows, to wit:

 

      IT IS HEREBY COVENANTED AND AGREED by and between the Company and

the Trustee that all the Securities are to be authenticated and

delivered, and that the Mortgaged Property is to be held, subject to

the further covenants, conditions and trusts hereinafter set forth, and

the Company hereby covenants and agrees to and with the Trustee, for the

equal and ratable benefit of all holders of the Securities, as follows:

 

                                   ARTICLE 1

 

 

 

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

      SECTION 101.     DEFINITIONS.

 

      For all purposes of this Mortgage, except as otherwise expressly

provided or unless the context otherwise requires:

 

      (a)    the terms defined in this Article have the meanings assigned

to them in this Article and include the plural as well as the singular;

 

      (b)    all terms used herein without definition which are defined

in the Trust Indenture Act, either directly or by reference therein,

have the meanings assigned to them therein;

 

      (c)    all terms used herein without definition which are defined

in the Uniform Commercial Code of Connecticut as in effect on the First

Effective Date shall have the meanings assigned to them therein;

 

      (d)    all accounting terms not otherwise defined herein have the

meanings assigned to them in accordance with generally accepted

accounting principles in the United States, and, except as otherwise

herein expressly provided, the term "generally accepted accounting

principles" with respect to any computation required or permitted

hereunder shall mean such accounting principles as are generally

accepted in the United States at the date of such computation or, at

the election of the Company from time to time, at the First Effective

Date; provided, however, that in determining generally accepted

accounting principles applicable to the Company, effect shall be given,

to the extent required, to any order, rule or regulation of any

administrative agency, regulatory authority or other governmental body

having jurisdiction over the Company; and provided, further, that to

the extent the Company elects to use a computation that is not based

on accounting principles that are generally accepted in the United

States on the date of such computation, the Company shall so state and

shall certify that such principles were in effect at the First Effective

Date;

 

      (e)    the table of contents and headings are for reference

purposes only and shall not in any way affect the meaning or

interpretation of this Mortgage.  

 

      (f)    The terms and provisions hereof that have no force or

effect before the Second Effective Date shall not in any way affect the

meaning or interpretation of any provisions hereof that shall be in

effect on and after the First Effective Date and, correspondingly, the

terms and provisions hereof that have no force and effect after the

Second Effective Date shall not in any way affect the meaning or

interpretation of any provisions hereof that shall be in effect on and

after the Second Effective Date;

 

      (g)    any reference to an "Article" or a "Section" refers to an

Article or a Section, as the case may be, of this Mortgage; and

 

      (h)    the words "herein", "hereof" and "hereunder" and other words

of similar import refer to this Mortgage as a whole and not to any

particular Article, Section or other subdivision.

 

      "ACCOUNTANT" means a person engaged in the accounting profession

or otherwise qualified to pass on accounting matters (including, but

not limited to, a Person certified or licensed as a public accountant,

whether or not then engaged in the public accounting profession), which

Person, unless required to be Independent, may be an employee or

Affiliate of the Company.

 

      "ACT", when used with respect to any Holder of a Security, has the

meaning specified in Section 105.

 

      "AFFILIATE" of any specified Person means any other Person

directly or indirectly controlling or controlled by or under direct or

indirect common control with such specified Person.   For the purposes

of this definition, "CONTROL" when used with respect to any specified

Person means the power to direct generally the management and policies

of such Person, directly or indirectly, whether through the ownership

of voting securities, by contract or otherwise; and the terms

"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

 

      "AUTHENTICATING AGENT" means any Person or Persons (other than

the Company or an Affiliate of the Company) authorized by the Trustee

to act on behalf of the Trustee to authenticate the Securities of one or

more series.

 

      "AUTHORIZED OFFICER" means the Chairman of the Board, the Vice

Chairman, the President, any Vice President, the Treasurer, any

Assistant Treasurer, or any other officer, manager or agent of the

Company duly authorized pursuant to a Board Resolution to act in

respect of matters relating to this Mortgage.

 

      "AVAILABLE CASH", at any time, shall mean all cash then held by,

or deposited with, the Trustee other than cash so held or deposited

pursuant to Section 307 or Article Eight.

 

      "BOARD OF DIRECTORS" means either the board of directors, board

of managers or similar governing body of the Company or any committee

thereof duly authorized to act in respect of matters relating to this

Mortgage.

 

      "BOARD RESOLUTION" means a copy of a resolution certified by the

Secretary, an Assistant Secretary or an Authorized Officer of the

Company to have been duly adopted by the Board of Directors and to be

in full force and effect on the date of such certification, and

delivered to the Trustee.

 

      "BUSINESS DAY", when used with respect to a Place of Payment or

any other particular location specified in the Securities or this

Mortgage, means any day, other than a Saturday or Sunday, which is not

a day on which banking institutions or trust companies in such Place of

Payment or other location, or in the place in which the Corporate Trust

Office is located, are generally authorized or required by law,

regulation or executive order to remain closed, except as may be

otherwise specified as contemplated by Section 301.

 

      "CAPITALIZED LEASE LIABILITIES" means, with respect to any

Person, the amount, if any, shown as liabilities on such Person's

unconsolidated balance sheet for capitalized leases of electric

transmission and distribution property not owned by such Person, which

amount shall be determined in accordance with generally accepted

accounting principles and practices applicable to the type of business

in which such Person is engaged.

 

      "COMMISSION" means the Securities and Exchange Commission, as

from time to time constituted, created under the Exchange Act, or, if

at any time after the First Effective Date such Commission is not

existing and performing the duties now assigned to it under the Trust

Indenture Act, then the body, if any, performing such duties at such

time.

 

      "COMPANY" means the Person named as the "Company" in the first

paragraph of this Mortgage until a successor Person shall have become

such pursuant to the applicable provisions of this Mortgage, and

thereafter "Company" shall mean such successor Person.

 

      "COMPANY ORDER" or "COMPANY REQUEST" mean, respectively, a written

order or request, as the case may be, signed in the name of the Company

by an Authorized Officer and delivered to the Trustee.

 

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which

at any particular time its corporate trust business shall be principally

administered, which office at the First Effective Date is located at 60

Wall Street, 27th Floor, New York, New York 10005-2858.

 

      "CORPORATION" means a corporation, association, company, limited

liability company, partnership, limited partnership, joint stock company

or business trust, and references to "corporate" and other derivations

of "corporation" herein shall be deemed to include appropriate

derivations of such entities.

 

      "COST" with respect to Property Additions has the meaning

specified in Section 102.

 

      "DEBT", with respect to any Person, means, without duplication,

(A)indebtedness of such Person for borrowed money evidenced by a bond,

debenture, note or other written instrument or agreement by which such

Person is obligated to repay such borrowed money, (B) any guaranty by

such Person of any such indebtedness of another Person, and (C) any

Capitalized Lease Liabilities of such Person.   "Debt" does not include,

among other things, (v) indebtedness of such person under any

installment sale or conditional sale agreement or any other agreement

relating to indebtedness for the deferred purchase price of property

or services, (w) any trade obligation (including obligations under

power or other commodity purchase agreements and any hedges or

derivatives associated therewith), or other obligations of such Person

in the ordinary course of business, (x) obligations of such Person

under any lease agreement that are not Capitalized Lease Liabilities,

(y) any Liens securing indebtedness, neither assumed nor guaranteed by

such Person nor on which it customarily pays interest, existing upon

real estate or rights in or relating to real estate acquired by such

Person for substation, transmission line, transportation line,

distribution line or right of way purposes or (z) any Rate Reduction

Bonds or other obligations which are non-recourse to such Person.

 

      "DEFAULTED INTEREST" has the meaning specified in Section 307.

 

      "DISCOUNT SECURITY" means any Security which provides for an

amount less than the principal amount thereof to be due and payable upon

a declaration of acceleration of the Maturity thereof pursuant to

Section 902.   "Interest" with respect to a Discount Security means

interest, if any, borne by such Security at a Stated Interest Rate.

 

      "DOLLAR" or "$" means a dollar or other equivalent unit in such

coin or currency of the United States of America as at the time shall

be legal tender for the payment of public and private debts.

 

      "ELECTRIC UTILITY PROPERTY" means any facilities, machinery,

equipment and fixtures for the transmission and distribution of

electric energy, including switchyards, towers, substations,

transformers, poles, lines, cable, conduits, ducts, conductors, meters,

regulators and all other property of the Company, real or personal, or

improvements, extensions, additions, renewals or replacements of the

foregoing, in each case used or useful or to be used in or in

connection with the business of transmitting and distributing electric

energy of the character described in the Granting Clauses of this

Mortgage, whether owned by the Company at the First Effective Date or

hereafter acquired (other than Excepted Property with respect to all of

the property described in this definition).

 

      "ELIGIBLE OBLIGATIONS" means:

 

      (a)    with respect to Securities denominated in Dollars,

Government Obligations or, if specified pursuant to Section 301 with

respect to any Securities, other Investment Securities; or

 

      (b)    with respect to Securities denominated in a currency other

than Dollars or in a composite currency, such other obligations or

instruments as shall be specified with respect to such Securities, as

contemplated by Section 301.

 

      "EVENT OF DEFAULT" has the meaning specified in Section 901.

 

      "EXCEPTED PROPERTY",

 

      (A)    at any time prior to compliance by the Company with the

requirements of Section 1601(b), the term "Excepted Property" has the

meaning specified in the granting clauses of this Mortgage; provided,

however, that on and after such compliance with Section 1601(b), the

term "Excepted Property" shall have the meaning set forth in clause (B)

below, and the definition of "Excepted Property" set forth in this

clause (A) shall automatically cease to be of any further force or

effect;

 

      (B)    at any time after compliance by the Company with the

requirements set forth in Section 1601(b), the term "Excepted Property"

shall mean the property described below in this clause (B); provided,

however, that until such compliance with Section 1601(b), the

definition of the term "Excepted Property" set forth in this clause

(B) shall be of no force or effect but shall automatically become and

be in full force and effect upon such compliance with Section 1601(b):

 

            (i)    all cash on hand or in banks or other financial

institutions, deposit accounts, securities accounts, shares of stock,

interests in business trusts or general or limited partnerships or

limited liability companies, bonds, notes, mortgages, other evidences

of indebtedness and other securities, security entitlements and

investment property, of whatsoever kind and nature, not hereafter paid

or delivered to, deposited with or held by the Trustee hereunder or

required so to be;

 

            (ii)   all rights, contracts, leases, operating agreements

and other agreements of whatsoever kind and nature; all contract

rights, bills, notes and other instruments and chattel paper (except

to the extent that any of the same constitute securities, security

entitlements or investment property, in which case they are separately

excepted from the Lien of this Mortgage under clause (i) above); all

revenues, income and earnings, all accounts, accounts receivable,

ights to payment, payment intangibles and unbilled revenues, transition

property, and all rents, tolls, earnings, issues, product and profits,

revenues, dividends, income, claims, credits, demands and judgments;

all governmental and other licenses, permits, franchises, consents and

allowances; and all patents, patent licenses and other patent rights,

patent applications, trade names, trademarks, copyrights and other

intellectual property; and all claims, credits, choses in action,

commercial tort claims and other intangible property and general

intangibles including, but not limited to, computer software;

 

            (iii) all automobiles, buses, trucks, truck cranes,

tractors, trailers and similar vehicles and movable equipment; all

rolling stock, rail cars and other railroad equipment; all vessels,

boats, barges, and other marine equipment; all airplanes, helicopters,

aircraft engines and other flight equipment; all parts, accessories and

supplies used in connection with any of the foregoing; and all personal

property of such character that the perfection of a security interest

therein or other Lien thereon is not governed by the Uniform Commercial

Code as in effect in the jurisdiction in which such property

is located;

 

            (iv)   all goods, stock in trade, wares, merchandise and

inventory held for the purpose of sale or lease in the ordinary course

of business; all materials, supplies, inventory and other items of

personal property which are consumable (otherwise than by ordinary wear

and tear) in their use in the operation of the Mortgaged Property; all

fuel, including nuclear fuel, whether or not any such fuel is in a form

consumable in the operation of the Mortgaged Property, including

separate components of any fuel in the forms in which such components

exist at any time before, during or after the period of the use thereof

as fuel; all hand and other portable tools and equipment; all furniture

and furnishings; and computers and data processing, data storage, data

transmission, telecommunications and other facilities, equipment and

apparatus, which, in any case, are used primarily for administrative or

clerical purposes or are otherwise not necessary for the operation or

maintenance of the facilities, machinery, equipment or fixtures

described or referred to in the Granting Clauses of this Mortgage;

 

            (v)    all coal, lignite, ore, gas, oil and other minerals

and all timber, and all rights and interests in any of the foregoing,

whether or not such minerals or timber shall have been mined or

extracted or otherwise separated from the land; and all electric energy

and capacity, gas (natural or artificial), steam, water and other

products generated, produced, manufactured, purchased or otherwise

acquired by the Company;

 

            (vi)   all real property, leaseholds, gas rights, wells,

gathering, tap or other pipe lines, or facilities, equipment or a

pparatus, in any case used or to be used primarily for the production

or gathering of natural gas;

 

            (vii) all property which is the subject of a lease agreement

designating the Company as lessee and all right, title and interest of

the Company in and to such property and in, to and under such lease

agreement, whether or not such lease agreement is intended as security;

 

            (viii) all property, real, personal and mixed, which prior

to the Second Effective Date has been released from the Lien of the

Mortgage;

 

            (ix)   all property, real, personal and mixed, which

subsequent to the Second Effective Date, has been released from the Lien

of this Mortgage, and any improvements, extensions and additions to such

properties and renewals, replacements and substitutions of or for any

parts thereof;

 

            (x)    all leasehold interests, permits, licenses and

similar rights, whether now owned or hereafter acquired by the Company,

which are intended to be hereby conveyed, transferred or assigned and

which may not be legally so conveyed, transferred or assigned, or which

cannot be so conveyed, transferred or assigned without the consent of

other parties whose consent is not secured or without subjecting the

Trustee to a liability not otherwise contemplated by the provisions of

the Mortgage or which otherwise may not be hereby lawfully and/or

effectively granted, conveyed, mortgaged, transferred and assigned by

the Company;

 

            (xi)   the last day of the term of each leasehold estate

(oral or written, or any agreement therefor) then owned or thereafter

acquired by the Company;

 

            (xii) any and all property and plants used by the Company

in the generation of electricity; and

 

            (xiii)all property not acquired or constructed by the

Company for use in its electric transmission and distribution business;

 

provided, however, that, at any time on and after the Second Effective

Date, subject to the provisions of Section 1203, (A) if, at any time

after the occurrence of an Event of Default, the Trustee, or any

separate trustee or co-trustee appointed under Section 1014 or any

receiver appointed pursuant to Section 917 or otherwise, shall have

entered into possession of all or substantially all the Mortgaged

Property, to the extent permitted by law, all the Excepted Property

described or referred to in the foregoing clauses (iii) and (v) then

owned or held or thereafter acquired by the Company, to the extent

that the same is used in connection with, or otherwise relates or is

attributable to, the Mortgaged Property, shall immediately, and, in

the case of any Excepted Property described or referred to in clause

(vii), to the extent that the same is used in connection with, or

otherwise relates or is attributable to, the Mortgaged Property, become

subject to the Lien of this Mortgage, junior and subordinate to any

Liens at that time existing on such Excepted Property, and the Trustee

or such other trustee or receiver may, to the extent permitted by law or

by the terms of any such other Lien (and subject to the rights of the

holders of all such other Liens), at the same time likewise take

possession thereof, (B) whenever all Events of Default shall have

been cured and the possession of all or substantially all of the

Mortgaged Property shall have been restored to the Company, such

Excepted Property shall again be excepted and excluded from the Lien

hereof to the extent set forth above; it being understood that the

Company may, however, pursuant to any future amendment to this Mortgage

subject any Excepted Property to the Lien of this Mortgage whereupon the

same shall cease to be Excepted Property, and (C) to the extent not

prohibited by any other provision of the Mortgage, nothing

contained in the release herein provided for shall prevent the

Company, prior to any such entering into possession, from selling,

assigning, transferring, pledging or otherwise disposing of property of

the character thereby released from the lien hereof by this paragraph

and in any such case the title, possession or other rights of the

purchaser, assignee or transferee thereof shall be free and clear of

such lien as would otherwise attach under the Mortgage in the event of

such entering into possession.

 

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.

 

       "EXPERT" means a Person which is an engineer, appraiser or other

expert and which, with respect to any certificate to be signed by such

Person and delivered to the Trustee, is qualified to pass upon the

matters set forth in such certificate.   For purposes of this definition,

(a) "engineer" means a Person engaged in the engineering profession or

otherwise qualified to pass upon engineering matters (including, but not

limited to, a Person licensed as a professional engineer, whether or not

then engaged in the engineering profession) and (b) "appraiser" means a

Person engaged in the business of appraising property or otherwise

qualified to pass upon the Fair Value or fair market value of property.

 

      "EXPERTS' CERTIFICATE" means a certificate signed by an Authorized

Officer, by an Accountant and by an Expert (which Accountant and Expert

(a) shall be selected either by the Board of Directors or by an

Authorized Officer, the execution of such certificate by such Authorized

Officer to be conclusive evidence of such selection, and (b) except as

otherwise required in Sections 401 and 1610, may be an employee or

Affiliate of the Company) and delivered to the Trustee.   The amount

stated in any Experts' Certificate as to the Cost, Fair Value or fair

market value of property shall be conclusive and binding

upon the Company, the Trustee and the Holders of the Securities.

 

      "FAIR VALUE", with respect to property, means the fair value of

such property as determined in the reasonable judgment of the Expert

certifying to such value, such determination to be based on any one or

more factors deemed relevant by such Expert including, without

limitation, (a) the amount which would be likely to be obtained in an

arm's-length transaction with respect to such property between an

informed and willing buyer and an informed and willing seller, under no

compulsion, respectively, to buy or sell, (b) the amount of investment

with respect to such property which, together with a reasonable

return thereon, would be likely to be recovered through ordinary

business operations or otherwise, (c) the Cost, accumulated depreciation

, and replacement cost with respect to such property and/or (d) any

other relevant factors; provided, however, that (x) the Fair Value of

property shall be determined without deduction for any Liens on such

property prior to the Lien of this Mortgage (except as otherwise

provided in Section 1603) and (y) the Fair Value to the Company of

Property Additions may be of less value to a Person which is not the

owner or operator of the Mortgaged Property or any portion thereof

than to a Person which is such owner or operator.   Fair Value

may be determined, without physical inspection, by the use of

accounting and engineering records and other data maintained by the

Company or otherwise available to the Expert certifying the same.

 

      "FIRST EFFECTIVE DATE" means the date April 7, 2005.

 

      "GOVERNMENTAL AUTHORITY" means the government of the United States

or of any State or Territory thereof or of the District of Columbia or

of any county, municipality or other political subdivision of any

thereof, or any department, agency, authority or other instrumentality

of any of the foregoing.

 

      "GOVERNMENT OBLIGATIONS" means securities which are (a) (i)

direct obligations of the United States where the payment or payments

thereunder are supported by the full faith and credit of the United

States or (ii) obligations of a Person controlled or supervised by and

acting as an agency or instrumentality of the United States where the

timely payment or payments thereunder are unconditionally guaranteed as

a full faith and credit obligation by the United States or (b)

depository receipts issued by a bank (as defined in Section 3(a)(2) of

the Securities Act, which may include the Trustee or any Authenticating

Agent or Paying Agent) as custodian with respect to any such

Government Obligation or a specific payment of interest on or principal

of or other amount with respect to any such Government Obligation held

by such custodian for the account of the holder of a depository receipt,

provided that (except as required by law) such custodian is not

authorized to make any   deduction from the amount payable to the holder

of such depository receipt from any amount received by the custodian in

respect of the Government Obligation or the specific payment of interest

on or principal of or other amount with

respect to the Government Obligation evidenced by such depository

receipt.

 

      "HOLDER" means a Person in whose name a Security is registered

in the Security Register.

 

      "INDEPENDENT", when applied to any Accountant or Expert, means

such a Person who (a) is in fact independent, (b) does not have any

direct material financial interest in the Company or in any other

obligor upon the Securities or in any Affiliate of the Company or of

such other obligor, (c) is not connected with the Company or such

other obligor as an officer, employee, promoter, underwriter, trustee,

partner, director or any person performing similar functions and (d)

shall be acceptable to the Trustee.

 

      "INDEPENDENT EXPERTS' CERTIFICATE" means a certificate signed by

an Expert who is Independent and delivered to the Trustee.

 

      "INTEREST" with respect to a Discount Security means interest, if

any, borne by such Security at a Stated Interest Rate rather than

interest calculated at any imputed rate.

 

      "INTEREST PAYMENT DATE", when used with respect to any Security,

means the Stated Maturity of an installment of interest on such Security.

 

      "INVESTMENT SECURITIES" means any of the following obligations

or securities on which neither the Company, any other obligor on the

Securities nor any Affiliate of either is the obligor: (a) Government

Obligations; (b) interest bearing deposit accounts (which may be

represented by certificates of deposit) in any national or state bank

(which may include the Trustee or any Authenticating Agent or Paying

Agent) or savings and loan association whose outstanding securities (or

securities of the bank holding company owning all of the capital stock

of such bank or savings and loan association) are rated by a nationally

recognized rating organization in either of the two highest rating

categories (without regard to modifiers) for short-term securities or

in any of the three highest rating categories (without regard to

modifiers) for long-term securities; (c) bankers' acceptances drawn on

and accepted by any commercial bank (which may include the Trustee or

any Authenticating Agent or Paying Agent) whose outstanding securities

(or securities of the bank holding company owning all of the capital

stock of such commercial bank) are rated by a nationally recognized

rating organization in either of the two highest rating categories

(without regard to modifiers) for short-term securities or in any of

the three highest rating categories (without regard to modifiers) for

long-term securities; (d) direct obligations of, or obligations the

principal of and interest on which are unconditionally guaranteed by,

any State or Territory of the United States or the District of Columbia,

or any political subdivision of any of the foregoing, which are rated

by a nationally recognized rating organization in either of the two

highest rating categories (without regard to modifiers) for short-term

securities or in any of the three highest rating categories (without

regard to modifiers) for long-term securities; (e) bonds or

other obligations of any agency or instrumentality of the United

States; (f) corporate debt securities which are rated by a nationally

recognized rating organization in either of the two highest rating

categories (without regard to modifiers) for short-term securities or in

any of the three highest rating categories (without regard to modifiers)

for long-term securities; (g) repurchase agreements with respect to any

of the foregoing obligations or securities with any banking or

financial institution (which may include the

Trustee or any Authenticating Agent or Paying Agent) whose outstanding

securities (or securities of the bank holding company owning all of the

capital stock of such bank or financial institution) are rated by a

nationally recognized rating organization in either of the two highest

rating categories (without regard to modifiers) for short-term

securities or in any of the three highest rating categories (without

regard to modifiers) for long-term securities; (h) securities issued

by any regulated investment company (including any investment company

for which the Trustee or any Authenticating Agent or Paying Agent is the

advisor), as defined in Section 851 of the Internal Revenue Code of

1986, as amended, or any successor section of such Code or successor

federal statute, provided that the portfolio of such investment company

is limited to obligations or securities of the character and investment

quality contemplated in clauses (a) through (f) above and repurchase

agreements which are fully collateralized by any of such obligations

or securities; and (i) any other obligations or securities which may

lawfully be purchased by the Trustee in its capacity as such.

 

      "LIEN" means any mortgage, deed of trust, pledge, security

interest, encumbrance, easement, lease, reservation, restriction,

servitude, charge or similar right and any other lien of any kind,

including, without limitation, any conditional sale or other title

retention agreement, any lease in the nature thereof, and any defect,

irregularity, exception or limitation in record title.

 

      "MATURITY", when used with respect to any Security, means the

date on which the principal of such Security or an installment of

principal becomes due and payable as provided in such Security or in

this Mortgage, whether at the Stated Maturity, by declaration of

acceleration, upon call for redemption or otherwise.

 

      "MORTGAGE" means this instrument as originally executed and as

it may from time to time be supplemented or amended by one or more

Mortgages supplemental hereto entered into pursuant to the applicable

provisions hereof, including, for all purposes of this instrument and

any such supplemental Mortgage, the provisions of the Trust Indenture

Act that are deemed to be a part of and govern this Mortgage and any

such supplemental Mortgage, respectively.   The term "Mortgage" shall

also include the provisions or terms of particular series of

Securities established in any Officers' Certificate, Board Resolution

or Company Order delivered pursuant to Sections 201, 301, 303 and 1307.

 

      "MORTGAGED PROPERTY" means, as of any particular time, all

property which at such time is subject to the Lien of this Mortgage.

 

      "NOTICE OF DEFAULT" means a written notice of the kind specified

in Section 901(c).

 

      "OFFICERS' CERTIFICATE" means a certificate signed by any two

Authorized Officers of the Company and delivered to the Trustee.

 

      "OPINION OF COUNSEL" means a written opinion of counsel, who

may be counsel for the Company.

 

      "OUTSTANDING", when used with respect to Securities, means, as

of the date of determination, all Securities theretofore authenticated

and delivered under this Mortgage, except:

 

      (a)    Securities theretofore canceled or delivered to the Security

Registrar for cancellation;

 

      (b)    Securities deemed to have been paid for all purposes of this

Mortgage in accordance with Section 801 (whether or not the Company's

indebtedness in respect thereof shall be satisfied and discharged for

any other purpose); and

 

      (c)    Securities, the principal, premium, if any, and interest,

if any, which have been fully paid pursuant to the third paragraph of

Section 306 or in exchange for or in lieu of which other Securities have

been authenticated and delivered pursuant to this Mortgage, other than

any such Securities in respect of which there shall have been presented

to the Trustee proof satisfactory to it and the Company that such

Securities are held by a bona fide purchaser or purchasers in whose

hands such Securities are valid obligations of the Company;

 

provided, however, that in determining whether or not the Holders of the

requisite principal amount of the Securities Outstanding under this

Mortgage, or the Securities Outstanding of any series or Tranche, have

given any request, demand, authorization, direction, notice, consent or

waiver hereunder or whether or not a quorum is present at a meeting of

Holders of Securities,

 

      (x)    Securities owned by the Company or any other obligor upon

the Securities or any Affiliate of the Company or of such other obligor

(unless the Company, such Affiliate or such obligor owns all Securities

Outstanding under this Mortgage, or (except for the purposes of actions

to be taken by Holders of more than one series or more than one Tranche,

as the case may be, voting as a class under Section 1302) all Securities

Outstanding of each such series and each such Tranche, as the case may

be, determined without regard to this clause (x)) shall be disregarded

and deemed not to be Outstanding, except that, in   determining whether

the Trustee shall be protected in relying upon any such request, demand,

authorization, direction, notice, consent or waiver or upon any such

determination as to the presence of a quorum, only Securities which the

Responsible Officer of the Trustee actually knows to be so owned shall

be so disregarded; provided, however, that Securities so owned which

have been pledged in good faith may be regarded as Outstanding if it is

established to the reasonable satisfaction of the Trustee that the

pledgee, and not the Company, or any such other obligor or Affiliate of

either thereof, has the right so to act with respect to such Securities

and that the pledgee is not the Company or any other obligor upon the

Securities or any Affiliate of the Company or of such other obligor;

and provided, further, that in no event shall any Security which shall

have been delivered to evidence or secure, in whole or in part, the

Company's obligations in respect of other indebtedness be deemed to be

owned by the Company if the principal of such Security is payable,

whether at Stated Maturity or upon mandatory redemption, at the same

time as the principal of such other indebtedness is payable, whether at

Stated Maturity or upon mandatory redemption or acceleration, but only

to the extent of such portion of the principal amount of such Security

as does not exceed the principal amount of such other indebtedness, and

 

      (y)    the principal amount of a Discount Security that shall be

deemed to be Outstanding for such purposes shall be the amount of the

principal thereof that would be due and payable as of the date of such

determination upon a   declaration of acceleration of the Maturity

thereof pursuant to Section 902; and

 

      (z)    the principal amount of any Security which is denominated

in a currency other than Dollars or in a composite currency that shall

be deemed to be Outstanding for such purposes shall be the amount of

Dollars which could have been purchased by the principal amount (or, in

the case of a Discount Security, the Dollar equivalent on the date

determined as set forth below of the amount determined as provided in

(y) above) of such currency or composite currency evidenced by such

Security, in each such case certified to the Trustee in an Officers'

Certificate, based (i) on the average of the mean of the buying

and selling spot rates quoted by three banks which are members of

the New York Clearing House Association selected by the Company in

effect at 11:00 A.M. (New York time) in The City of New York on the

fifth Business Day preceding any such determination or (ii) if on such

fifth Business Day it shall not be possible or practicable to obtain

such quotations from such three banks, on such other quotations or

alternative methods of determination which shall be as consistent

as practicable with the method set forth in (i) above;

 

provided, further, that in the case of any Security the principal of

which is   payable from time to time without presentment or surrender,

the principal amount of such Security that shall be deemed to be

Outstanding at any time for all purposes of this Mortgage shall be the

original principal amount thereof less the aggregate amount of principal

thereof theretofore paid.

 

      "OUTSTANDING", when used with respect to Secured Debt, means, as

of the date of determination, all Secured Debt authenticated and

delivered by the trustee or other holder of the Prior Lien securing the

same or, if there be no such trustee or other holder, theretofore made

and delivered or incurred by the Company, except:

 

      (a)    Secured Debt theretofore cancelled or delivered to the

trustee or other holder of any such Prior Lien for cancellation;

 

      (b)    Secured Debt which has been fully paid or deemed to have

been fully paid;

 

      (c)    Secured Debt held by the Trustee subject to the provisions

of Section 1608 hereof;

 

      (d)    Secured Debt held by the trustee or other holder of a Prior

Lien upon the same property as that mortgaged or pledged to secure the

Secured Debt so held (under conditions such that no transfer of

ownership or possession of such Secured Debt by the trustee or other

holder of such Prior Lien is permissible otherwise than to the Trustee

to be held subject to the provisions of Section 1608 hereof, or to the

trustee or other holder of some other Prior Lien upon the same property

for cancellation or to be held uncancelled under the terms of such other

Prior Lien under like conditions);

 

      (e)    Secured Debt secured by a Prepaid Lien; and

 

      (f)    lost, stolen or destroyed Secured Debt in lieu of or in

substitution for which other Secured Debt shall have been authenticated

and delivered.

 

      "PAYING AGENT" means any Person, including the Company, authorized

by the Company to pay the principal of, and premium, if any, or

interest, if any, on any Securities on behalf of the Company.

 

      "PERIODIC OFFERING" means an offering of Securities of a series

from time to time any or all of the specific terms of which Securities,

including without limitation the rate or rates of interest, if any,

thereon, the Stated Maturity or Maturities thereof and the redemption

provisions, if any, with respect thereto, are to be determined by the

Company or its agents from time to time subsequent to the initial

request for the authentication and delivery of such Securities by the

Trustee, as contemplated in Section 301 and clause (b) of

Section 303.

 

      "PERMITTED LIENS"

 

      (A)    at any time prior to the Second Effective Date, the term

"Permitted Liens" shall, with respect to Mortgaged Property, mean any of

the following; provided, however that on and after the Second Effective

Date, the term "Permitted Liens" shall have the meaning set forth in

clause (B) below and the definition of Permitted Liens set forth in this

clause (A) shall automatically cease to be of any further force or

effect:

 

            (a)    any Liens or other encumbrances created by others

than the Company and any renewal or extension of any such Lien or   other

encumbrance, which at the particular time in question are Liens upon

lands not owned by the Company over which easements or rights-of-way for

towers, poles, wires, conduits, mains, pipe lines, transmission lines,

distribution lines, metering stations or other facilities or purposes

are held by the Company, securing bonds or other indebtedness which have

not been assumed or guaranteed by the Company and on which the Company

does not customarily pay interest charges;

     

            (b)    undetermined Liens and charges incidental to

construction;

     

             (c)    any valid right under any provision of statutory or

common law to purchase, condemn, appropriate or recapture, or to

designate a   purchaser of, any of the Mortgaged Property;

     

            (d)    the Lien of taxes and assessments not at the time

due and delinquent;

     

            (e)    the Lien of specified taxes and assessments which are

delinquent but the validity of which is being contested at the time by

the Company in good faith;

     

            (f)    the Lien reserved in leases for rent and other

payments in the nature of rent and for compliance with the terms of the

leases in the case of leasehold estates;

     

            (g)    minor defects and irregularities in the titles to any

property which do not materially impair the use of such property for the

purposes for which it is held by the Company;

     

            (h)    easements, rights, exceptions or reservations in any

property of the Company, granted or reserved or created by law for the

purpose of towers, poles, conduits, mains, pipe lines, transmission

lines, distribution lines, metering stations, roads, streets, alleys,

highways, railroad tracks, docks, water or air rights, wells and other

like facilities or purposes, or for the joint or common use of real

property, facilities and equipment, which do not materially impair the

use of such property for the purposes for which it is held by the

Company;

     

            (i)    rights reserved to or vested in any municipality or

public authority to control or regulate any property of the Company or

to use any such property in any manner which does not materially impair

the use of such property for the purposes for which it is held by the

Company;

     

            (j)    any obligations or duties, affecting the property of

the Company, to any municipality or public authority with respect to any

franchise, grant, license or permit; and

     

            (k)    any irregularities in or deficiencies of title to any

rights-of-way for electric transmission lines, electric distribution

lines, pipe lines, telephone lines, power lines, water lines and/or

appurtenances thereto or other improvements thereon, and to any real

estate used or to be used primarily for right-of-way purposes, provided

that in the opinion of counsel the Company shall have obtained from the

apparent owner of the lands or estates therein covered by any such

right-of-way a sufficient right, by the terms of the instrument granting

such right-of-way, to the use thereof for the construction, operation

or maintenance of such lines, appurtenances or improvements for which

the same are used or are to be used, or provided that in the opinion of

counsel the Company has power under its charter or by statute, by the

exercise of eminent domain or a similar right or power, to remove such

irregularities or deficiencies.  

 

      (B)    at any time on and after the Second Effective Date, the term

"Permitted Lien" shall, with respect to the Mortgaged Property, mean any

of the following; provided, however, that the definition of Permitted

Liens set forth in this Clause (B) shall be of no force or effect until

the Second Effective Date, but shall automatically become and be in full

force and effect on and after the Second Effective Date:

 

            (a)    Liens existing as of the Second Effective Date;

     

            (b)    as to property acquired by the Company after the Second

Effective Date, Liens existing or placed thereon at the time of the

acquisition thereof (including, but not limited to, any Prior Lien);

     

            (c)    Liens for taxes, assessments and other governmental

charges or requirements which are not delinquent or which are being

contested in good faith by appropriate proceedings;

     

            (d)    mechanics', workmen's, repairmen's, materialmen's,

warehousemen's, and carriers' Liens, other Liens incident to

construction, Liens or privileges of any employees of the Company for

salary or wages earned, but not yet payable, and other Liens, including

without limitation Liens for worker's compensation awards, arising in

the ordinary course of business for charges or requirements which are

not delinquent or which are being contested in good faith and by

appropriate proceedings;

     

            (e)    Liens in respect of attachments, judgments or awards

arising out of judicial or administrative proceedings (i) in an amount

not exceeding the greater of (A) $10,000,000 and (B) 3% of the aggregate

principal amount of all Securities and Secured Debt then Outstanding or

(ii) with respect to which the Company shall (X) in good faith be

prosecuting an appeal or other proceeding for review and with respect to

which the Company shall have secured a stay of execution pending such

appeal or other proceeding or (Y) have the right to prosecute an appeal

or other proceeding for review;

     

            (f)    easements, leases, reservations or other rights of

others in, on, over and/or across, and laws, regulations and

restrictions affecting, and defects, irregularities, exceptions and

limitations in title to, the Mortgaged Property or any part thereof;

provided, however, that such easements, leases, reservations, rights,

laws, regulations, restrictions, defects, irregularities, exceptions

and limitations do not in the aggregate materially impair the use by the

Company of the Mortgaged Property considered as a whole for the purposes

for which it is held by the Company;

     

            (g)    defects, irregularities, exceptions and limitations in

title to real property subject to rights-of-way in favor of the Company

or otherwise or used or to be used by the Company primarily for

right-of-way purposes or real property held under lease, easement,

license or similar right; provided, however, that (i) the Company shall

have obtained from the apparent owner or owners of such real property a

sufficient right, by the terms of the instrument granting such

right-of-way, lease, easement, license or similar right, to the use

thereof for the purposes for which the Company acquired the same; or

(ii) the Company has power under eminent domain or similar statutes to

remove such defects, irregularities, exceptions or limitations; or (iii)

such defects, irregularities, exceptions and limitations may be

otherwise remedied without undue effort or expense; and defects,

irregularities, exceptions and limitations in title to reclaimed lands,

flood lands, flooding rights and/or water rights;

     

            (h)    Liens securing indebtedness or other obligations

neither created, assumed nor guaranteed by the Company nor on account

of which it customarily pays interest upon real property or rights in

or relating to real property acquired by the Company for the purpose of

the transmission or distribution of electric energy, gas or water, for

the purpose of telephonic, telegraphic, radio, wireless or other

electronic communication or otherwise for the purpose of obtaining

rights-of-way or for any other purposes;

     

            (i)    leases existing as of the Second Effective Date

affecting properties owned by the Company at said date and renewals and

extensions thereof; and leases affecting such properties entered into

after such date or affecting properties acquired by the Company after

such date which, in either case, (i) have respective terms of not more

than 10 years (including extensions or renewals at the option of the

tenant) or (ii) do not materially impair the use by the Company of such

properties for the respective purposes for which they are held by the

Company;

     

            (j)    Liens vested in lessors, licensors, franchisors or

permitters for rent or other amounts to become due or for other

obligations or acts to be performed, the payment of which rent or the

performance of which other obligations or acts is required under leases,

subleases, licenses, franchises or permits, so long as the payment of

such rent or other amounts or the performance of such other obligations

or acts is not delinquent or is being contested in good faith and by

appropriate proceedings;

     

            (k)    controls, restrictions, obligations, duties and/or

other burdens imposed by federal, state, municipal or other law, or by

rules, regulations or orders of Governmental Authorities, upon the

Mortgaged Property or any part thereof or the operation or use thereof

or upon the Company with respect to the Mortgaged Property or any part

thereof or the operation or use thereof or with respect to any

franchise, grant, license, permit or public purpose requirement, or any

rights reserved to or otherwise vested in Governmental Authorities to

impose any such controls, restrictions, obligations, duties and/or other

burdens;

     

            (l)    rights which Governmental Authorities may have by

virtue of franchises, grants, licenses, permits or contracts, or by

virtue of law, to take, condemn, appropriate, occupy, purchase,

recapture or designate a purchaser of or order the sale of the

Mortgaged Property or any part thereof, to terminate franchises, grants,

licenses, permits, contracts or other rights or to regulate the

property and business of the Company; and any and all obligations of the

Company correlative to any such rights;

     

            (m)    Liens required by law or governmental regulations (i)

as a condition to the transaction of any business or the exercise of any

privilege or license, (ii) to enable the Company to maintain

self-insurance or to participate in any funds established to cover any

insurance risks, (iii) in connection with workmen's compensation,

unemployment insurance, social security, any pension or welfare benefit

plan or (iv) to share in the privileges or benefits required for

companies participating in one or more of the arrangements described in

clauses (ii) and (iii) above;

     

            (n)    Liens on the Mortgaged Property or any part thereof

which are granted by the Company to secure duties or public or statutory

obligations or to secure, or serve in lieu of, surety, stay or appeal

bonds;

     

            (o)    rights reserved to or vested in others to take or

receive any part of any coal, ore, gas, oil and other minerals, any

timber and/or any electric capacity or energy, gas, water, steam and

any other products, developed, produced, manufactured, generated,

purchased or otherwise acquired by the Company or by others on property

of the Company;

     

            (p)    (i) rights and interests of Persons other than the

Company arising out of contracts, agreements and other instruments to

which the Company is a party and which relate to the common ownership or

joint use of property; and (ii) all Liens on the interests of Persons

other than the Company in property owned in common by such Persons and

the Company;

     

            (q)    any restrictions on assignment and/or requirements of

any assignee to qualify as a permitted assignee and/or public utility or

public service corporation;

     

            (r)    Liens, if any, which may be deemed to exist with

respect to property leased by the Company pursuant to leases which are

treated under generally accepted accounting principles as capital

leases;

     

            (s)    any Liens which have been bonded for the full amount

in dispute or for the payment of which other adequate security

arrangements have been made;

     

            (t)    rights and interests granted pursuant to Section

1602(c);

     

            (u)    Prepaid Liens;

     

            (v)    any Liens, claims, encumbrances, rights, or interests

of Persons claiming such rights, interests, etc. as descendants of

American Indians or as Indian Tribes, whether pursuant to the

Non-Intercourse Act of 1834 (25 U.S.C. {section} 177) or otherwise;

and  

     

            (w)    any Lien of the Trustee granted pursuant to Section

1007.

     

      "PERSON" means any individual, corporation, joint venture, limited

liability company, trust or unincorporated organization or any

Governmental Authority.

 

      "PLACE OF PAYMENT", when used with respect to the Securities of

any series, or Tranche thereof, means the place or places, specified as

contemplated by Section 301, at which, subject to Section 702, principal

of and premium, if any, and interest, if any, on the Securities of such

series or Tranche are payable.

 

      "PREDECESSOR SECURITY" of any particular Security means every

previous Security evidencing all or a portion of the same debt as that

evidenced by such particular Security; and, for the purposes of this

definition, any Security authenticated and delivered under Section 306

in exchange for or in lieu of a mutilated, destroyed, lost or stolen

Security shall be deemed to evidence the same debt as the mutilated,

destroyed, lost or stolen Security.

 

      "PREPAID LIENS" means any Lien securing indebtedness for the

payment of which money in the necessary amount shall have been

irrevocably deposited in trust with the trustee or other holder of such

Lien; provided, however, that if such indebtedness is to be redeemed or

otherwise prepaid prior to the stated maturity thereof, any notice

requisite to such redemption or prepayment shall have been given in

accordance with the mortgage or other instrument creating such Lien or

irrevocable instructions to give such notice shall have been given

to such trustee or other holder.  

 

      "PRIOR LIEN" means any Lien securing Secured Debt.

 

      "PROPERTY ADDITIONS" has the meaning specified in Section 102.

 

      "PURCHASE MONEY LIEN" means, with respect to any property being

acquired or disposed of by the Company or being released from the Lien

of this Mortgage, a Lien on such property which

 

      (a)    is taken or retained by the transferor of such property to

secure all or part of the purchase price thereof;

 

      (b)    is granted to one or more Persons other than the transferor

which, by making advances or incurring an obligation, give value to

enable the grantor of such Lien to acquire rights in or the use of such

property;

 

      (c)    is granted to any other Person in connection with the

release of such property from the Lien of this Mortgage on the basis of

the deposit with the Trustee or the trustee or other holder of a Lien

prior to the Lien of this Mortgage of obligations secured by such Lien

on such property (as well as any other property subject thereto);

 

      (d)    is held by a trustee or agent for the benefit of one or more

Persons described in clause (a), (b) and/or (c) above, provided that

such Lien may be held, in addition, for the benefit of one or more other

Persons which shall have theretofore given, or may thereafter give,

value to or for the benefit or account of the grantor of such Lien for

one or more other purposes;

or

 

      (e)    otherwise constitutes a purchase money mortgage or a

purchase money security interest under applicable law; and, without

limiting the generality of the foregoing, for purposes of this Mortgage,

the term Purchase Money Lien shall be deemed to include any Lien

described above whether or not such Lien (x) shall permit the issuance

or other incurrence of additional indebtedness secured by such Lien on

such property, (y) shall permit the subjection to such Lien of

additional property and the issuance or other incurrence of additional

indebtedness on the basis thereof and/or (z) shall have been granted

prior to the acquisition, disposition or release of such property, shall

attach to or otherwise cover property other than the property being

acquired, disposed of or released and/or shall secure obligations issued

prior and/or subsequent to the issuance of the obligations delivered in

connection with such acquisition,

disposition or release.

 

      "RATE REDUCTION BOND" means notes or bonds issued on behalf of the

Company that are wholly or partially secured by Rate Reduction Bond

Property or are unsecured and with respect to which no recourse may be

had to the Company or its assets for the payment of principal, premium

or interest, except for the Rate Reduction Bond Property securing such

notes or bonds.

 

      "RATE REDUCTION BOND PROPERTY" means all charges, receivables,

similar amounts or any other property of the Company authorized by

appropriate Connecticut or other legislation, order, rule, statute,

decree or judgment to be collected by the Company or any other party

from its customers or any other party as security for, or to assure the

payment of principal of, and premium

and interest on, Rate Reduction Bonds and obligations relating thereto.  

 

      "REDEMPTION DATE", when used with respect to any Security to be

redeemed, means the date fixed for such redemption by or pursuant to

this Mortgage.

 

      "REDEMPTION PRICE", when used with respect to any Security to be

redeemed, means the price at which it is to be redeemed pursuant to this

Mortgage, exclusive of accrued and unpaid interest.

 

      "REGULAR RECORD DATE" for the interest payable on any Interest

Payment Date on the Securities of any series means the date specified

for that purpose as contemplated by Section 301.

 

      "REQUIRED CURRENCY" has the meaning specified in Section 311.

 

      "RESPONSIBLE OFFICER", when used with respect to the Trustee,

means any officer within the corporate trust administration group of the

Trustee (or any successor group of the Trustee) with direct

responsibility for the administration of this Mortgage and also means,

with respect to a particular corporate trust matter, any other officer

to whom such matter is referred because of his knowledge of and

familiarity with the particular subject.

 

      "SALE AND LEASE BACK TRANSACTION" means any arrangement with any

Person providing for the leasing to the Company of any Mortgaged

Property (except for leases for a term, including any renewal thereof,

of not more than forty-eight (48) months), which Mortgaged Property has

been or is to be sold or transferred by the Company to such Person.  

 

      "SECOND EFFECTIVE DATE" means the earliest date on which the

Holders of all Securities then Outstanding shall have consented (or

shall be deemed to have consented) to the amendment of this Mortgage

substantially in the form that the Mortgage shall have become effective

on the First Effective Date with such changes thereafter as are

permitted by the terms hereof; provided, however, that the Holders of

all Securities issued after the First Effective Date shall automatically

be deemed to have so consented.

 

      "SECURED DEBT" means Debt, other than Securities, created, issued,

incurred or assumed by the Company which is secured by a Lien, other

than a Permitted Lien, upon any Mortgaged Property of the Company prior

to or on a parity with the lien of this Mortgage.  

 

      "SECURITIES" means any securities authenticated and delivered

under this Mortgage.

 

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

 

      "SECURITY REGISTER" AND "SECURITY REGISTRAR" have the respective

meanings specified in Section 305.

 

      "SPECIAL RECORD DATE" for the payment of any Defaulted Interest

on the Securities of any series means a date fixed by the Trustee

pursuant to Section 307.

 

      "STATED INTEREST RATE" means a rate (whether fixed or variable) at

which an obligation by its terms is stated to bear simple interest.

Any calculation or other determination to be made under this Mortgage

by reference to the Stated Interest Rate on a Security shall be made

without regard to the effective interest cost to the Company of such

Security and without regard to the Stated Interest Rate on, or the

effective cost to the Company of, any other indebtedness the Company's

obligations in respect of which are evidenced or secured in whole or in

part by such Security.

 

      "STATED MATURITY", when used with respect to any Security or any

obligation or any installment of principal thereof or interest thereon,

means the date on which the principal of such obligation or such

installment of principal or interest is stated to be due and payable

(without regard to any provisions for redemption, prepayment,

acceleration, purchase or extension).

 

      "SUCCESSOR COMPANY" has the meaning set forth in Section 1201.

 

      "SUPPLEMENTAL MORTGAGE", "SUPPLEMENTAL INDENTURE" or "MORTGAGE

SUPPLEMENTAL HERETO" means an instrument supplementing or amending this

Mortgage executed and delivered pursuant to Article Thirteen.  

 

      "TRANCHE" means a group of Securities which (a) are of the same

series and (b) have identical terms except as to principal amount, date

of issuance, interest rate, payment terms and/or maturity date.

 

      "TRUSTEE" means the Person named as the "Trustee" in the first

paragraph of this Mortgage until a successor Trustee shall have been

appointed by the Company pursuant to Section 1010 or otherwise have

become such with respect to one or more series of Securities pursuant

to the applicable provisions of this Mortgage, and thereafter "Trustee"

shall mean or include each Person who is then a Trustee hereunder, and

if at any time there is more than one such Person, "Trustee" as used

with respect to the Securities of any series shall mean the Trustee with

respect to Securities of that series.

 

      "TRUST INDENTURE ACT" means, as of any time, the Trust Indenture

Act of 1939 as in effect at such time.

 

      "UNITED STATES" means the United States of America, its

territories, its possessions and other areas subject to its

jurisdiction.

 

      SECTION 102.     PROPERTY ADDITIONS; COST.

 

      (a)    "PROPERTY ADDITIONS" means, as of any particular time, any

item, unit or element of property which at such time is owned by the

Company and is Mortgaged Property.

 

      (b)    When the aggregate amount of any Property Additions are

calculated for any purpose under the Mortgage, there shall be deducted

from the Cost or Fair Value to the Company thereof, as the case may be

(as of the date so calculated), an amount equal to all related reserves

(estimated, if necessary, as to particular property) for depreciation,

depletion, obsolescence or amortization recorded on the books of the

Company as of the date so calculated in respect of such Property

Additions which have not theretofore been deducted from the Cost or Fair

Value of Property Additions theretofore so calculated.  

 

      (c)    Except as otherwise provided in Section 1603, the term

"COST" with respect to Property Additions shall mean the sum of (i) any

cash delivered in payment therefor or for the acquisition thereof, (ii)

an amount equivalent to the fair market value in cash (as of the date

of delivery) of any securities or other property delivered in payment

therefor or for the acquisition thereof, (iii) the principal amount of

any obligations secured by a Prior Lien upon such Property Additions

outstanding at the time of the acquisition thereof, (iv) the

principal amount of any other obligations incurred or assumed in

connection with the payment for such Property Additions or for the

acquisition thereof and (v) any other amounts which, in accordance with

generally accepted accounting principles, are properly charged or

chargeable to the plant or other property accounts of the Company with

respect to such Property Additions as part of the cost of construction

or acquisition thereof, including, but not limited to, any allowance for

funds used during construction or any similar or analogous amount;

provided, however, that, notwithstanding any other provision of this

Mortgage,

 

            (i)    with respect to Property Additions owned by a successor

corporation immediately prior to the time it shall have become such by

consolidation or merger or acquired by a successor corporation in or as

a result of a consolidation or merger (excluding, in any case, Property

Additions owned by the Company immediately prior to such time), Cost

shall mean the amount or amounts at which such Property Additions are

recorded in the plant or other property accounts of such successor

corporation, or the predecessor corporation from which such Property

Additions are acquired, as the case may be, immediately prior to such

consolidation or merger;

 

            (ii)   with respect to Property Additions which shall have

been acquired (otherwise than by construction) by the Company without

any consideration consisting of cash, securities or other property or

the incurring or assumption of indebtedness, no determination of Cost

shall be required, and, wherever in this Mortgage provision is made for

Cost or Fair Value, Cost with respect to such Property Additions shall

mean an amount equal to the Fair Value to the Company thereof or, if

greater, the aggregate amount reflected in the Company's books of

account with respect thereto upon the acquisition thereof;   and

 

            (iii) in no event shall the Cost of Property Additions be

required to reflect any adjustment to the amount or amounts at which

such Property Additions are recorded in plant or other property

accounts due to the non-recoverability of investment or otherwise.

 

If any Property Additions are shown by the Experts' Certificate provided

for in Section 401(b)(ii) to include property which has been used or

operated by others than the Company in a business similar to that in

which it has been or is to be used or operated by the Company, the Cost

thereof need not be reduced by any amount in respect of any goodwill,

going concern value, franchises, contracts, operating agreements and

other rights and/or intangible property simultaneously acquired for

which no separate or distinct consideration shall have been paid or

apportioned, and in such case the term Property Additions as defined

herein may include such goodwill, going concern value rights and

intangible property.

 

      SECTION 103.     COMPLIANCE CERTIFICATES AND OPINIONS.

 

      Except as otherwise expressly provided in this Mortgage, upon any

application or request by the Company to the Trustee to take any action

under any provision of this Mortgage, the Company shall furnish to the

Trustee an Officers' Certificate stating that in the opinion of the

Authorized Officers executing such Officers' Certificate all conditions

precedent, if any, provided for in this Mortgage relating to the

proposed action (including any covenants compliance with which

constitutes a condition precedent) have been complied with and an

Opinion of Counsel stating that in the opinion of such counsel all

such conditions precedent, if any, have been complied with, except that

in the case of any such application or request as to which the

furnishing of such documents is specifically required by any provision

of this Mortgage relating to such particular application or request, no

additional certificate or opinion need be furnished.

 

      Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Mortgage shall include:

 

            (a)    a statement that each Person signing such certificate

or opinion has read such covenant or condition and the definitions

herein relating thereto;

 

            (b)    a brief statement as to the nature and scope of the

examination or investigation upon which the statements or opinions

contained in such certificate or opinion are based;

 

            (c)    a statement that, in the opinion of each such Person,

such Person has made such examination or investigation as is necessary

to enable such Person to express an informed opinion as to whether or

not such covenant or condition has been complied with; and

 

            (d)    a statement as to whether, in the opinion of each such

Person, such condition or covenant has been complied with.

 

      SECTION 104.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

 

            (a)    Any Officers' Certificate may be based (without

further examination or investigation), insofar as it relates to or is

dependent upon legal matters, upon an opinion of, or representations by,

counsel, and, insofar as it relates to or is dependent upon matters

which are subject to verification by Accountants, upon a certificate or

opinion of, or representations by, an Accountant, and insofar as it

relates to or is dependent upon matters which are required in this

Mortgage to be covered by a certificate or opinion of, or

representations by, an Expert, upon the certificate or opinion of, or

representations by, an Expert, unless, in any case, either such officer

has actual knowledge that the certificate or opinion or representations

with respect to the matters upon which such Officers' Certificate may be

based as aforesaid are erroneous.

 

      Any Experts' Certificate may be based (without further examination

or investigation), insofar as it relates to or is dependent upon legal

matters, upon an opinion of, or representations by, counsel, and insofar

as it relates to or is dependent upon factual matters, information with

respect to which is in the possession of the Company and which are not

subject to verification by Experts, upon a certificate or opinion of, or

representations by, an officer or officers of the Company, unless such

expert has actual knowledge that the certificate or opinion or

representations with respect to the matters upon which his certificate

or opinion may be based as aforesaid are erroneous.

 

      Any certificate of an Accountant may be based (without further

examination or investigation), insofar as it relates to or is dependent

upon legal matters, upon an opinion of, or representations by, counsel,

and in so far as it relates to or is dependent upon factual matters,

information with respect to which is in the possession of the Company

and which are not subject to verification by Accountants, upon a

certificate of, or representations by, an officer or officers of the

Company, unless such Accountant has actual knowledge that the

certificate or opinion or representations with respect to the matters

upon which his certificate or opinion may be based as aforesaid are

erroneous.

 

      Any Opinion of Counsel may be based (without further examination

or investigation), insofar as it relates to or is dependent upon factual

matters, information with respect to which