Exhibit 10.8.1 NSTAR 1997 Share Incentive Plan AMENDMENT TO THE NSTAR 1997 SHARE INCENTIVE PLAN Pursuant to Section 17 of the NSTAR 1997 Share Incentive Plan, NSTAR hereby amends said Plan, said amendment to become effective upon approval thereof by the Shareholders of NSTAR, as follows: Section 4(a) of the Plan is amended by deleting the number "2,000,000" and inserting in lieu thereof the number "4,000,000." IN WITNESS WHEREOF, NSTAR has caused this instrument of Amendment to be executed by its duly authorized officer this 24th day of January 2002. NSTAR By: /s/ Thomas J. May Name: Thomas J. May Title: Chairman, President and Chief Executive Officer