<PAGE 1> EXHIBIT 1 TWENTY-EIGHTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT THIS AGREEMENT, dated as of the 15th day of September, 1992 is entered into by the signatories hereto for the amendment by them of the New England Power Pool Agreement dated as of September 1, 1971 (the "NEPOOL Agreement"), as previously amended or proposed to be amended by twenty-seven (27) amendments, the most recent of which was dated as of October 1, 1990. WHEREAS, in response to the factors specified in Section 5.10 of the NEPOOL Agreement regarding election of members of the Management Committee to serve as an Executive Committee, the member of the Management Committee representing Public Service Company of New Hampshire has been elected to serve as a member of the Executive Committee since the formation of NEPOOL; and WHEREAS, Northeast Utilities has recently acquired Public Service Company of New Hampshire, Public Service Company of New Hampshire has elected to be treated as a single Participant with the other Entities controlled by Northeast Utilities, and Public Service Company of New Hampshire is no longer entitled to be separately represented by a member of the Management Committee; and WHEREAS, the signatory Participants have determined to amend the NEPOOL Agreement in the manner specified below in order to reflect the fact that the considerations specified in Section 5.10 for membership on the Executive Committee can now be satisfied by election of only ten members. NOW THEREFORE, the signatories hereby agree as follows: SECTION I TEXT OF AMENDMENT Section 5.10 of the NEPOOL Agreement is amended to read as follows: Election of Executive Committee Members Unless there are less than eleven members of the Management Committee, the Management Committee, at each annual meeting, shall elect ten of its members to serve as an Executive Committee. In electing the Executive Committee, the Management Committee shall give such consideration as it shall deem advisable to qualifications for the office, geographic distribution, the relative sizes of Participants and the public and private sectors of the electric utility industry. Each member so selected may designate an alternate who is acceptable to the Management Committee. SECTION II EFFECTIVENESS OF AGREEMENT Following its execution by the requisite number of Participants, this Agreement, and the amendment provided for above, shall become effective on December 1, 1992, or on such later date as the Federal Energy Regulatory Commission shall provide that such amendment shall become effective. <PAGE 2> SECTION III USAGE OF DEFINED TERMS The usage in this Agreement of terms which are defined in the NEPOOL Agreement shall be deemed to be in accordance with the definitions thereof in the NEPOOL Agreement. SECTION IV COUNTERPARTS This Agreement may be executed in any number of counterparts and each executed counterpart shall have the same force and effect as an original instrument and as if all the parties to all the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereof, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages. IN WITNESS WHEREOF, each of the signatories has caused a counterpart signature page to be executed by its duly authorized representative, as of the 15th day of September, 1992. CONFORMED COPY COUNTERPART SIGNATURE PAGE TO TWENTY-EIGHTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT DATED AS OF SEPTEMBER 15, 1992 The NEPOOL Agreement, being dated as of September 1, 1971, and being previously amended by twenty-seven (27) amendments, the most recent prior amendment being an amendment dated as of October 1, 1990. Ashburnham Municipal Light Department Bangor Hydro-Electric Company By: /s/ Robert W. Gould By: /s/ Robert S. Briggs Manager President & CEO 86 Central Street 33 State Street Ashburnham, MA 01430 Bangor, Maine 04402-0932 Belmont Municipal Light Department Boston Edison Company By: /s/ Timothy L. McCarthy By: /s/ Cameron H. Daley Acting Manager Senior Vice President 450 Concord Avenue 800 Boylston Street Belmont, MA 02178 Boston, MA 02199 Boylston Municipal Light Department Central Maine Power Company By: /s/ H. Bradford White, Jr. By: /s/ Donald F. Kelly Manager Senior Vice President P.O. Box 560 Edison Drive Boylston, MA 01505 Augusta, Maine 04336 <PAGE 3> City of Chicopee Municipal Lighting Plant Commonwealth Energy System Cos. Commonwealth Electric Company Cambridge Electric Light Co. Canal Electric Company By: /s/ Barry W. Soden By: /s/ Harold N. Scherer, Jr. General Manager President and CEO 725 Front Street 2421 Cranberry Highway Chicopee, MA 01021-0405 Wareham, MA 02571 Concord Municipal Light Plant CT Municipal Elec. Energy Co-op By: /s/ Daniel J. Sack By: /s/ Maurice R. Scully Superintendent Executive Director 135 Keyes Road 30 Stott Avenue Concord, MA 01742 Norwich, CT 06360-1526 Eastern Utilities Groton Electric Light Department By: /s/ Donald G. Pardus By: /s/ Roger H. Beeltje Chairman/CEO Manager One Liberty Square P.O. Box 679 Boston, MA 02109 Groton, MA 01450 Hingham Municipal Lighting Plant Holden Municipal Light Department By: /s/ Joseph R. Spadea, Jr. By: /s/ Edla Ann Bloom General Manager Director of Electric Services 19 Elm Street 94 Reservoir Street Hingham, MA 02043 Holden, MA 01520 Holyoke Gas & Electric Department Ipswich Municipal Light Dept. By: /s/ George E. Leary By: /s/ Donald R. Stone Manager Director of Utilities 70 Suffolk Street P.O. Box 151 Holyoke, MA 01040 Ipswich, MA 01938 Mansfield Municipal Electric Department Marblehead Municipal Light Dept. By: /s/ John Larch By: /s/ Richard L. Bailey Manager General Manager 50 West Street 80 Commercial Street Mansfield, MA 02048 Marblehead, MA 01945 Merrimac Municipal Light Department Middleton Municipal Elec. Dept. By: /s/ David Vance By: /s/ William E. Kelley Commissioner Manager 2 School Street 197 North Main Street Merrimac, MA 01860 Middleton, MA 01949 The Narragansett Electric Company New England Power Company By: /s/ Robert L. McCabe By: /s/ Jeffrey D. Tranen President Vice President 280 Melrose Street 25 Research Drive Providence, Rhode Island Westborough, MA 01582 <PAGE 4> Massachusetts Electric Company Granite State Electric Company By: /s/ John H. Dickson By: /s/ Lydia M. Pastuszek President President 25 Research Drive 33 West Lebanon Road Westborough, MA 01582 Lebanon, New Hampshire The Connecticut Light and Power Company Western Massachusetts Elec. Co. By: /s/ Bernard M. Fox By: /s/ Bernard M. Fox President President P.O. Box 270 P.O. Box 270 Hartford, CT 06141-0270 Hartford, CT 06141-0270 Holyoke Water Power Company Holyoke Power and Electric Co. By: /s/ Bernard M. Fox By: /s/ Bernard M. Fox President President P.O. Box 270 P.O. Box 270 Hartford, CT 06141-0270 Hartford, CT 06141-0270 Public Service Company of New Hampshire Pascoag Fire Dist.-Electric Dept. By: /s/ Bernard M. Fox By: /s/ James E. Daniels President Chairman, Operating Committee P.O. Box 270 55 South Main Street Hartford, CT 06141-0270 Pascoag, RI 02859 Princeton Municipal Light Department Rowley Municipal Lighting Plant By: /s/ Sharon A. Staz By: /s/ G. Robert Merry Manager Manager P.O. Box 247 47 Summer Street Princeton, MA 01541-0247 Rowley, MA 01969 Taunton Municipal Lighting Plant The United Illuminating Company By: /s/ Joseph M. Blain By: /s/ Richard J. Grossi General Manager Chairman and CEO 55 Weir Street 157 Church Street Taunton, MA 02780 New Haven, CT 06506-0901 Vermont Electric Power Company, Inc. Central Vermont Public Svc. Corp. By: /s/ Richard W. Mallary By: /s/ Robert de R. Stein President Vice President P.O. Box 548 77 Grove Street Rutland, Vermont 05702-0548 Rutland, VT 05701 Citizens Utilities Company City of Burlington Electric Dept. By: /s/ James P. Avery By: /s/ Dale L. Pohlman Vice President General Manager High Ridge Park 585 Pine Street Stamford, CT 06905 Burlington, VT 05401 <PAGE 5> Franklin Electric Light Co. Green Mountain Power Corporation By: /s/ Hugh H. Gates By: /s/ John V. Cleary President President & CEO P.O. Box 96 P.O. Box 850 Franklin, VT 05457-0096 S. Burlington, Vermont 05402 Rochester Electric Light & Power Company Vermont Marble Company By: /s/ Thomas Pierce By: /s/ John M. Mitchell President President P.O. Box 6 61 Main Street Rochester, Vermont 05767 Proctor, Vermont 05765 Vermont Public Power Supply Authority Village of Hardwick Elec. Dept. By: /s/ William J. Gallagher By: /s/ Jack E. Young General Manager General Manager 512 St. George Road Box 516 Williston, VT 05495 Hardwick, Vermont 05843 Village of Ludlow Village of Morrisville Electric Light Department Water and Light Department By: /s/ Donald Ellison By: /s/ James C. Fox Commissioner, Chairman Superintendent P.O. Box 289 18 Portland Street Ludlow, Vermont 05149 Morrisville, VT 05661 Village of Northfield Village of Orleans Electric Department Electric Department By: /s/ Kevin O'Donnell By: /s/ Slayton R. Marsh Municipal Manager Superintendent 26 South Main Street Memorial Square Northfield, Vermont 05663 Orleans, VT 05860 Village of Readsboro Wakefield Municipal Light Dept. Electric Light Department By: /s/ Annette Caruso By: /s/ William J. Wallace Utility Clerk Manager P.O. Box 247 11 Albion Street Readsboro, Vermont 05350 Wakefield, MA 01880