TERMINATION AGREEMENT AND RELEASE

This Termination Agreement and Release (the “Agreement”) is entered into as of January 31, 2005, by and between New England Power Company (“NEP”) and USGen New England, Inc. (“USGenNE”). NEP and USGenNE are sometimes referred to herein individually as “Party” or collectively as “the Parties”.

WHEREAS, NEP and USGenNE are parties to a PSA Performance Support Agreement (Taunton Municipal Lighting Plant) dated as of August 5, 1997 (the “PSA”);

WHEREAS, pursuant to the PSA, USGenNE is agent to NEP in connection with a System Power Sales Agreement dated as of November 10, 1993 between NEP and Taunton Municipal Lighting Plant (“TMLP”)(the “Power Sales Agreement”);

WHEREAS, pursuant to a Settlement Agreement and Release dated as of the same date as this Agreement (the “Settlement Agreement”), NEP, USGenNE, and TMLP have agreed to terminate the Power Sales Agreement;

WHEREAS, on July 8, 2003, USGenNE filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland, Greenbelt Division (the “Bankruptcy Court”), Case No. 03-30465(PM) (the “USGenNE Bankruptcy”);

WHEREAS, the Settlement Agreement is subject to approval by the Bankruptcy Court; and

WHEREAS, the Parties desire to terminate the PSA in accordance with this Agreement;

NOW, THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: