Exhibit 10.25.16


                       EIGHTY-SIXTH AGREEMENT AMENDING
                      NEW ENGLAND POWER POOL AGREEMENT
         (INTERRUPTIBLE/DISPATCHABLE LOADS FOR OBJECTIVE CAPABILITY)

     THIS EIGHTY-SIXTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of May 3, 2002 (the "Eighty-Sixth Agreement"), amends the New England
Power Pool Agreement (the "NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was amended
and restated by the Thirty-Third Agreement Amending New England Power Pool
Agreement dated as of December 1, 1996 (the "Thirty-Third Agreement") in the
form of the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A thereto, and
the Thirty-Third Agreement also provided for the NEPOOL Open Access
Transmission Tariff (the "NEPOOL Tariff") which is Attachment B to the Restated
NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff have
subsequently been amended numerous times, the most recent amendment dated as of
April 5, 2002; and

     WHEREAS, the Participants desire to amend the NEPOOL Agreement, including
the NEPOOL Tariff, as heretofore amended, to reflect the revisions detailed
herein.

     NOW, THEREFORE, upon approval of this Eighty-Sixth Agreement by the NEPOOL
Participants Committee in accordance with the procedures set forth in the
NEPOOL Agreement, the Participants agree as follows:


                                  SECTION 1
                       AMENDMENTS TO NEPOOL AGREEMENT

1.1  The formula in Section 12.2(a)(1) for determining each Participant's
     tentative Installed Capability Responsibility in Kilowatts for a
     month is amended to read as follows:

               X   =     (P(A-N)+Np)(1+T)

1.2  The definition of "P" in Section 12.2(a)(1) is amended to read as follows:

     P    is the value of the Participant's fraction for the
          month as determined in accordance with the following
          formula:

          P =  Fp / F, wherein:

               Fp   is the Participant's Adjusted Monthly Peak
                    for the month less any Kilowatts received by
                    such Participant pursuant to a contract of a
                    type that traditionally has been treated by
                    NEPOOL as a firm contract for the purposes of
                    this Section prior to January 1, 1999, but
                    which does not constitute a Firm Contract as
                    defined in this Agreement.

               F    is the aggregate for the month of the
                    Adjusted Monthly Peaks for all Participants
                    less any Kilowatts received by any
                    Participant pursuant to a contract of a type
                    that traditionally has been treated by NEPOOL
                    as a firm contract for the purposes of this
                    Section prior to January 1, 1999, but which
                    does not constitute a Firm Contract as
                    defined in this Agreement.

1.3  The definition of "C" in Section 12.2(a)(1) is deleted.



                                  SECTION 2
                  AMENDMENT TO MARKET RULES AND PROCEDURES

2.1  Market Rule and Procedure No. 11 is amended as set forth in Attachment 1
     hereto.


                                  SECTION 3
                                MISCELLANEOUS

3.1  The Eighty-Sixth Agreement shall become effective on the first day of
     the first month in Power Year 2002-2003 following Commission acceptance
     of the amendments reflected herein or on such other date as the Commission
     shall provide that the amendments reflected herein shall become effective.

3.2  Terms used in this Eighty-Sixth Agreement that are not defined herein
     shall have the meanings ascribed to them in the NEPOOL Agreement.