Exhibit 10.25.20

                  NINETIETH AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
                  (EXCESS FINANCIAL ASSURANCE)


     THIS NINETIETH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT, dated
as of October 4, 2002 ("Ninetieth 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 the 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 June 21, 2002; and

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

     NOW, THEREFORE, upon approval of this Ninetieth 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 MEMBER FINANCIAL ASSURANCE POLICY

1.1  Amendment to Section II.B.4. of the Member Financial Assurance Policy.
     The first sentence in the first paragraph of Section II.B.4 of the
     Financial Assurance Policy for NEPOOL Members, which is included as
     Attachment L to the NEPOOL Tariff (the "Member Financial Assurance
     Policy"), is amended to read as follows:

          When a Non-Municipal Participant's aggregate
          outstanding obligations to NEPOOL, the System Operator
          and the Non-Participant FTR Customers equal 80 percent
          (80%) of the sum of (i) that Non-Municipal
          Participant's then-effective Credit Limit and (ii) the
          available amount of the additional financial assurance
          provided by that Non-Municipal Participant (exclusive
          of any Bid Financial Assurance (defined below) provided
          by that Non-Municipal Participant for bids in the FTR
          Auction that have not yet been accepted or rejected),
          which available amount of additional financial
          assurance shall be divided by two and sixth-tenths
          (2.6) for purposes of this determination  (the sum
          of item (i) and item (ii) being referred to herein as
          the "Credit Test Amount"), the System Operator shall
          issue notice thereof to such Non-Municipal Participant,
          such notice to be given in the manner provided in
          Section 21 of the Restated NEPOOL Agreement.

1.2  Amendment to Section II.B.4 of the Member Financial Assurance Policy.
     The first clause (y) in the first sentence of the second paragraph of
     Section II.B.4 of the Member Financial Assurance Policy is amended to
     read as follows:

          (y) in the case of activity in the NEPOOL Market, the
          scheduling and receipt of transmission service and
          entering future transactions in the FTR system, such
          Non-Municipal Participant has provided additional
          financial assurance (in addition to any other financial
          assurance required of such Non-Municipal Participant
          hereunder) equal to two and sixth-tenths (2.6) times
          the amount by which such Non-Municipal Participant's
          outstanding obligations to NEPOOL, the System Operator
          and the Non-Participant FTR Customers exceed 100
          percent (100%) of its Credit Test Amount (the "Excess
          Financial Assurance") and, in the case of voting on
          matters before the Participants Committee or any
          Technical Committee, such Non-Municipal Participant has
          provided Excess Financial Assurance at least three (3)
          Business Days prior to any such vote;


                            SECTION 2
                          MISCELLANEOUS

2.1  This Ninetieth Agreement shall become effective on January 1, 2003,
     or on such other date as the Commission shall provide that the
     amendments reflected herein shall become effective.

2.2  Terms used in this Ninetieth Agreement that are not defined herein shall
     have the meanings ascribed to them in the NEPOOL Agreement.

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 For purposes of the amount in clause (ii) for any
Corporate Guaranty, such amount shall be the lesser of the unused
portion of any stated limit in such Corporate Guaranty (where
such a limit is stated) divided by two and sixth-tenths (2.6) or
the Guarantor's Credit Limit or Guaranty Limit (each as defined
below), as applicable, which Credit Limit or Guaranty Limit shall
not be divided by two and sixth-tenths (2.6).


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