Northeast
Utilities System

Memo

September 5, 2001


TO:       John H. Forsgren

FROM:     Michael G. Morris

SUBJECT:  Supplemental Compensation Arrangement


This memorandum agreement documents a compensation arrangement
between Northeast Utilities Service Company (the Company) and
John H. Forsgren, an officer of the Company ("Executive"), as
approved on June 28, 2001, by the Compensation Committee of the
Board of Trustees of Northeast Utilities.  It will become
effective when signed by both parties below.

1.Amount of Compensation:  $520,000, as adjusted to reflect
  investment performance.  No compensation will be paid under
  this agreement until the Time of Payment indicated in
  paragraph (4) below.

2.Risk of Forfeiture:  One-third of the amount set forth in
  paragraph (1) above will become nonforfeitable and will vest
  on each of June 28, 2002, June 28, 2003, and June 28, 2004.
  Accretions attributable to investment performance of such
  amount will vest on the same schedule.  Notwithstanding the
  foregoing, all unvested amounts will become nonforfeitable and
  vest upon the occurrence of a Change of Control or upon
  involuntary termination without cause, each as defined in the
  Employment Agreement between the Company and the Executive;
  otherwise, all unvested amounts will be forfeited upon
  separation from the service of Northeast Utilities and its
  subsidiaries.

3.Investment Performance:  Prior to payment, the amount set
  forth in paragraph (1) above will vary according to investment
  performance until payment as follows:

  A. It will be increased at an annual rate of 6.9 percent to
     reflect interest for the period June 28, 2001 through June
     30, 2001.

  B. It will be increased at an annual rate of 6.5 percent to
     reflect interest for the period from July 1, 2001 through
     the effective date of this agreement.

  C. It will vary from the effective date until the date of
     payment or forfeiture according to the investment allocation
     chosen by Executive for Executive's account in the Northeast
     Utilities Deferred Compensation Plan for Executives.

4.Time of Payment  (Choose one):

  X  Payment of vested amounts (including amounts resulting from
     investment performance as described in paragraph (3) above)
     will be made in cash promptly following each vesting.

     Payment of vested amounts (including amounts resulting from
     investment performance as described in paragraph (3) above)
     will be made in ______ annual cash payments commencing
     within one month following Executive's separation from the
     service of Northeast Utilities and/or its subsidiaries.

5.General:  The parties' obligations with respect to this
  compensation will be governed by the terms and conditions of
  Executive's Employment Agreement with the Company.  The
  Company will administer its obligations with respect to this
  compensation through the vice president in charge of the Human
  Resources department.

NORTHEAST UTILITIES SERVICE COMPANY


By /s/ Michael G. Morris
       Its Chairman, President & CEO
Date:  9/5/01


EXECUTIVE


/s/ John H. Forsgren
    John H. Forsgren

Date:	  9/6/01