EXHIBIT A.1
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Northeast
Utilities and Northeast Utilities Service Company, dated as of February
23, 1999, and as such agreement may be amended (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of Northeast
Utilities. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Northeast Utilities
will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights
issued to, or held by, an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), whether
held by such person or any subsequent holder, shall become null and
void.
