Exhibit 3
CERTIFICATE OF AMENDMENT
of the
AGREEMENT AND DECLARATION OF TRUST
of
NEW ENGLAND ELECTRIC SYSTEM
We, the undersigned, being two of the Directors and the
Secretary of New England Electric System, hereby certify that on
April 28, 1992, at a meeting duly called for the purpose on at
least twenty (20) days' notice, the shareholders of New England
Electric System, by a vote of a majority of the shares present or
represented at the meeting, authorized the following amendment to
the Agreement and Declaration of Trust of New England Electric
System, as previously amended, and that on said day the Board of
Directors of New England Electric System by two-thirds vote
amended said Agreement and Declaration of Trust, in accordance
with the provisions of Article 57 thereof, so that Articles 20,
42, 44, 51, and 54 thereof shall read as follows:
Article 20 (the first four sentences):
20. The action of the Board of Directors in respect of any
matter shall be by vote or resolution passed by the Board at
a meeting. Regular meetings of the Board of Directors may
be held at such places and at such times as the Board may by
vote from time to time determine, and if so determined no
notice thereof need be given. A regular meeting of the
Board may be held without notice immediately after and at
the same place as the annual meeting of the Shareholders or
a special meeting of the Shareholders held in lieu of such
annual meeting. A special meeting of the Board of Directors
may be held at any time and at any place when called by the
president, secretary or two or more Directors, by giving to
each of the Directors reasonable notice thereof, and,
without implied limitation, a notice thereof, sent through
the post-office in a prepaid letter addressed to any
Director, at his usual address, and posted in the United
States, at least forty-eight (48) hours before such meeting,
shall be deemed sufficient notice to such Director, whether
the same be received by him or not, and in computing such
time Sundays and holidays shall be included.
Article 42:
42. An annual meeting of the Shareholders shall be held on
the fourth Tuesday of April in every year, or on such other
date as the Board of Directors may from time to time fix, at
such place designated in the notice, at which meeting the
Board of Directors shall lay before the Shareholders
financial statements for the last financial year preceding
such meeting, and any question may be presented to them or
any report of the Board of Directors, or any Director,
Trustee, officer, agent or employee of these trusts may be
laid before them by the Trustee or by the Board of
Directors, president or treasurer of the Company. Purposes
for which an annual meeting is to be held additional to
those prescribed by law and by these presents may be
specified by the Trustee or by the Board of Directors,
president or treasurer of the Company. If such annual
meeting is omitted on the day herein provided therefor, a
special meeting may be held in lieu thereof, and any
business transacted or election held at such special meeting
shall have the same effect as if transacted or held at the
annual meeting.
Article 44:
44. The Trustee or the Board of Directors, president or
treasurer of the Company may whenever they think fit, and
the president or secretary of the Company, upon a written
request of the holders of one tenth of all the shares at the
time outstanding and carrying the right to vote, shall, call
or direct any officer of these trusts to call a special
meeting of the Shareholders to be held at such place
designated in the notice. Every such request shall express
the purpose of the meeting and shall be delivered at the
principal office of these trusts addressed to the president
or secretary of the Company, and in case the said president
or secretary shall refuse or fail, for fourteen (14) days
after the request shall have been so delivered, to call such
special meeting to be held within thirty (30) days after the
delivery of the request, the same may be called by the
person or persons signing such request or by any three (3)
of them. And a special meeting may also be called by the
holders of one tenth of the said shares whenever the offices
of the Directors shall be entirely vacant.
Article 51:
51. For the purpose of determining the Shareholders who are
entitled to receive payment of any dividend, or who are
entitled to vote or act at any meeting or any adjourned
session thereof, or who are entitled to receive any offering
pursuant to Article 31 hereof, the Board of Directors may
from time to time close the register and transfer books for
such period, not exceeding sixty (60) days, as the Board may
determine; or, without closing the said register or transfer
books, the Board may fix a time not more than sixty (60)
days before the dividend payment date or the meeting or
adjourned session or the date of the offering, as of which
the Shareholders entitled to such dividend or entitled to
vote or act at any meeting or adjourned session or entitled
to such offering shall be determined.
Article 54:
54. Every notice to any shareholder required or provided
for in these presents may be given to him personally or by
sending it to him through the post-office in a prepaid
letter addressed to him at his address specified in the
share register, and posted in the United States, and shall
be deemed to have been given at the time when it is so
posted. But in respect of any share held jointly by several
persons notice so given to any one of them shall be
sufficient notice to all of them. And any notice so sent to
the registered address of any Shareholder shall be deemed to
have been duly sent in respect of any such share whether
held by him solely or jointly with others, notwithstanding
he be then deceased or be bankrupt or insolvent, and whether
the Directors or Trustee or any person sending such notice
have knowledge or not of his death, bankruptcy or
insolvency, until some other person or persons shall be
registered as holders. And the certificate of the person or
persons giving such notice shall be sufficient evidence
thereof, and shall protect all persons acting in good faith
in reliance on such certificate.
IN WITNESS WHEREOF we have signed this certificate this 11th
day of May, 1992.
s/ John W. Rowe
______________________________
Director
s/ Joan T. Bok
______________________________
Director
s/ Frederic E. Greenman
______________________________
Secretary
THE COMMONWEALTH OF MASSACHUSETTS
On this 11th day of May, 1992, at Westborough,
Massachusetts, before me, a Notary Public within and for the
Commonwealth, appeared the above named Joan T. Bok and
acknowledged that she acknowledged that she executed the
foregoing instrument as her free act and deed.
Witness my hand and official seal Westborough,
Massachusetts.
s/ Renee M. Kossuth
___________________________________
Notary Public
My commission expires: April 24, 1998
The foregoing has been duly presented and registered this
____ day of May, 1992.
THE FIRST NATIONAL BANK OF BOSTON
Trustee of New England Electric System
s/ Mark Nelson
By: ___________________________________
Authorized Officer