<PAGE 1>
EXHIBIT 1
FIRST AMENDMENT TO
EMPLOYEES SAVINGS PLAN OF
COMMONWEALTH ENERGY SYSTEM
AND SUBSIDIARY COMPANIES,
AS AMENDED AND RESTATED AS OF JANUARY 1, 1993,
EFFECTIVE AS OF OCTOBER 1, 1994
______________________________________________________________________________
WHEREAS, the Employees Savings Plan of Commonwealth Energy System and
Subsidiary Companies (the "Plan") was originally established effective
September 1, 1962, amended from time to time, and restated in its entirety as
of December 1, 1975, as of January 1, 1979, as of May 11, 1981, as of January
1, 1984, as of January 1, 1985, as of January 1, 1989 and as of January 1,
1993; and
WHEREAS, Section 14.01 of the Plan gives Commonwealth Energy System ("the
System") the right to amend said Plan;
NOW, THEREFORE, in consideration of the premises and of the covenants
contained herein, the System does hereby covenant and agree that the Plan
shall be amended in accordance with the following provisions effective as of
October 1, 1994 or otherwise on the effective dates stated herein.
1. Section 2.10 is hereby amended effective as of January 1, 1994, by
deleting the words "provided however, that effective for Plan Years
commencing on or after January 1, 1989, an Employee's Compensation shall
not exceed $200,000" as appears in the sixth through eighth lines of said
Section 2.10, and substituting therein the words "provided however, that
effective for Plan Years commencing on or after January 1, 1994, an
Employee's Compensation shall not exceed $150,000".
2. Section 2.12 is hereby amended effective January 1, 1994, by deleting the
number "$200,000" as appears in the ninth line of said Section 2.12 and
substituting therein the number "$150,000".
3. Section 2.12 is hereby deleted in its entirety effective as of October 1,
1994 and a new Section 2.12 is added to read as follows:
"2.12 Eligible Compensation" means the authorized rate of compensation
(including any "lump sum payment" under the authorized basic
compensation pay program) from a Participating Company, exclusive
of all compensation in the form of pay for overtime, commissions,
bonuses and the like; except that in the case of sales personnel
compensated in whole or in part by commissions, "Eligible
Compensation" means ninety percent (90%) of the average earnings
during the immediately preceding four (4) calendar quarters, but
not less than the authorized basic compensation from a
Participating Company. Notwithstanding anything contained herein
to the contrary, a Member's Eligible Compensation for any year
<PAGE 2>
shall not exceed $150,000 (or such higher limit as determined by
Section 401(a)(17) of the Internal Revenue Code)."
4. Article 2 "Definitions" is hereby amended effective October 1, 1993, by
adding the following new Sections 2.22 and 2.23:
"2.22 "Fund G" means the Investment Fund or Funds forming part of the
Trust Fund consisting of the monies which the Savings Plan Board shall
direct the Plan Trustee to invest in interests of a fund whose primary
objective is to provide investment results that correspond to the
aggregate price and yield performance of an equity index." "2.23 "Fund H"
means the Investment Fund or Funds forming part of the Trust Fund
consisting of the monies which the Savings Plan Board shall direct the
Plan Trustee to invest in interests of a fund whose primary objective is
capital growth in securities on a global or international basis."
5. Section 2.22 is hereby amended effective January 1, 1994, i) by deleting
the words "Section 2.221(iii)" as appears in the third line of said
Section 2.22 and substituting therein the words "Section 2.241(iii)", and
ii) by deleting the words "Section 2.22(a)" as appears in the first line
of Section 2.22(b)(ii) and substituting therein the words "Section
2.24(a)".
6. Section 2.221(ii) is hereby amended effective January 1, 1994, i) by
deleting the words "2.221(iii)" as appears in the second line of said
Section 2.221(ii) and substituting therein the words "Section 2.241(iii);
and ii) by deleting the words "2.22(a)iii or (iv), or Section 2.22(b)
(ii)" as appears in the eighth line of said Section 2.221(ii) and
substituting therein the words "Section 2.224(a)(iii) or (iv), or Section
2.24(b)(ii)".
7. Article 2 is hereby amended effective October 1, 1993, by renumbering
Sections 2.22, 2.221, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28, 2.29, 2.30,
2.31, 2.32, 2.33, 2.34, 2.35, 2.36, 2.37, 2.38, 2.39, 2.40, 2.41, 2.42,
2.43, 2.44, 2.45, 2.46 and 2.47 as Sections 2.24, 2.241, 2.25, 2.26,
2.27, 2.28, 2.29, 2.30, 2.31, 2.32, 2.33, 2.34, 2.35, 2.36, 2.37, 2.38,
2.39, 2.40, 2.41, 2.42, 2.43, 2.44, 2.45, 2.46, 2.47, 2.48 and 2.49,
respectively.
8. Section 5.01 is hereby amended effective as of October 1, 1994 by
deleting the last sentence of such Section 5.01 and substituting therein
the following:
"A change in the Member's Eligible Compensation shall not affect the
amount of such Member's deferral until the Calendar Quarter coincident
with or next following such change in Eligible Compensation (except
that the amount deferred on a lump sum payment under the authorized
basic compensation pay program will be calculated and deferred on the
payroll period in which the lump sum payment is made)".
9. Section 5.01 is hereby further amended effective as of November 1, 1994
by deleting the last sentence of such Section 5.01 and substituting
therein the following:
"The amount deferred shall be credited to the Member's Pay Deferral
Account on a payroll period basis (except that the amount deferred on
<PAGE 3>
a lump sum payment under the authorized basic compensation pay program
will be calculated and deferred on the payroll period in which the
lump sum payment is made effective October 1, 1994)".
10. Section 5.05 is hereby amended effective as of July 1, 1994, i) by
deleting the words "(in multiples of ten (10))" as appears in the second
line of said Section 5.05 and substituting therein the words "in at least
one percent (1%) increments"; ii) by deleting the words "January 1, 1993"
as appears in the sixteenth line of said Section 5.05 and substituting
therein the words "July 1, 1994"; and iii) by deleting the words "at any
time, but not more than once per calendar month" as appears in the
nineteenth line of said Section 5.05 and substituting therein the words
"once a day".
11. Section 5.06 is hereby amended effective July 1, 1994, by deleting the
words "at any time, but not more than once per calendar month" as appears
in the seventh and eighth lines of said Section 5.06, and substituting
therein the words "once a day".
12. Section 5.13 is hereby amended effective October 1, 1993, by deleting the
words "(as defined in Section 2.221(i)" as appears in the fourth and
fifth lines of said Section 5.13 and substituting therein words "(as
defined in Section 2.241(i))".
13. Article 8 "Distribution of Benefits" is hereby amended effective November
1, 1994 by adding the following new Section 8.12:
"8.12 The Plan Administrator may authorize the Plan Trustee to make a
distribution to an Alternate Payee pursuant to a Qualified
Domestic Relations Order as soon as administratively practicable
after the Valuation Date next following the date the Plan Agent
determines that the Order is a Qualified Domestic Relations Order,
subject to any deferred distribution date specified by a court of
lawful jurisdiction in the Qualified Domestic Relations Order."
14. Section 10.03 is hereby deleted in its entirety effective as of October
1, 1994, and a new Section 10.03 is added to read as follows:
"10.03 Request for Loan. A Member who is currently making Pay Deferral
Contributions to the Plan may request a loan in writing on a form
provided by the Plan Trustee".
15. Section 15.121 is hereby revised effective July 1, 1994, by deleting the
number "$200,000" as appears in the fifth line of said Section 15.121 and
substituting therein the number "$150,000".
<PAGE 4>
IN WITNESS WHEREOF, Commonwealth Energy System, Cambridge Electric Light
Company, Canal Electric Company, Commonwealth Gas Company, COM/Energy Services
Company and Commonwealth Electric Company have caused this Amendment No. 1 to
be duly executed in their name and on their behalf, this 21st day of November,
1994, effective as of the dates set forth herein.
COMMONWEALTH ENERGY SYSTEM*
CAMBRIDGE ELECTRIC LIGHT COMPANY
CANAL ELECTRIC COMPANY
COMMONWEALTH GAS COMPANY
COM/ENERGY SERVICES COMPANY
COMMONWEALTH ELECTRIC COMPANY
By WILLIAM G. POIST
W. G. Poist
President of Commonwealth Energy System
and Chairman of its Subsidiary Companies
By MICHAEL P. SULLIVAN
M. P. Sullivan
Secretary of Commonwealth Energy System
and Clerk of its Subsidiary Companies
* The name "Commonwealth Energy System" means the trustees for the time being
(as trustees but not individually) under a declaration of Trust dated December
31, 1926, as amended, which is hereby referred to, and a copy of which has
been filed with the Secretary of the Commonwealth of Massachusetts. Any
agreement, obligation or liability made, entered into or incurred by or on
behalf of said System binds only the trust estate, and no shareholder,
director, trustee, officer or agent assumes, or shall be held to, any
liability by reason therefore.