Exhibit 10.46.1


Amendment No. 1 to Northeast Utilities Deferred Compensation
                      Plan for Trustees

The Northeast Utilities Deferred Compensation Plan for Trustees (the "Plan") is
hereby amended, pursuant to Section 8 thereof, by adding a new Section 10 to
read as follows:

          10. Upon the request of a Trustee in order to meet legal or regulatory
          requirements applicable to such Trustee, NU and the Trustee may agree
          to value the Trustee's Deferred Stock Compensation Account, including
          all deposits and accretions thereto, for some period of time utilizing
          an investment benchmark other than NU common shares, and to pay such
          Account, including accretions, in cash at the time or times of
          distribution in accordance with the Trustee's original deferral
          election, so long as such agreement does not have the effect of
          accelerating payment of such account. Said agreement shall be in
          writing and be maintained with the records of the Company relating to
          the Trustee's compensation.