AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

THE CONNECTICUT LIGHT AND POWER COMPANY





ARTICLE I



NAME OF CORPORATION



The name of the company shall be THE CONNECTICUT LIGHT AND POWER

COMPANY.



ARTICLE II



PRINCIPAL PLACE OF BUSINESS



The principal place of business of the Company shall be located at 107 Selden Street,

Berlin, Connecticut.



ARTICLE III



NATURE OF BUSINESS



The nature of the business to be transacted by the Company shall be that of an electric

company and any other business permitted to a corporation formed under the Stock Corporation

Act of the State of Connecticut, as amended from time to time, and the Company may engage in

any lawful act or activity for which corporations may be formed under the Stock Corporation Act of

the State of Connecticut, as amended from time to time. The Company shall have all of the powers

granted to stock corporations under the Stock Corporation Act of the State of Connecticut, as

amended from time to time. In addition, the Company shall have all of the powers, rights and

franchises granted to Connecticut public service companies or electric companies generally, or

specially granted to the Company or its predecessor companies, by the provisions of the General

Statutes or Special Acts of Connecticut, including, without limitation, the powers, rights and

franchises, whether of a public or private nature, and the special rights, privileges and immunities,

to engage in any business and to carry on its business in any area granted to the Company or its

predecessor companies by the provisions of the Connecticut Special Acts listed in Exhibit A to this

Restated Certificate of Incorporation, and the Company shall continue to be entitled to

such franchises and special rights, privileges and immunities without reciting such provisions in

this Restated Certificate of Incorporation.






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ARTICLE IV



CAPITAL STOCK



PART ONE

AMOUNT AND CLASSES OF AUTHORIZED STOCK



The capital stock of the Company shall consist of two classes designated, respectively,

"Preferred Stock," and "Common Stock." The authorized number of shares of Preferred Stock with

par value of $50 per share is 9,000,000 shares. The authorized number of shares of Common Stock

with par value of $10 per share is 24,500,000 shares.





PART TWO

PROVISIONS WITH RESPECT TO THE PREFERRED STOCK



SECTION I. ISSUANCE OF PREFERRED STOCK.



Shares of Preferred Stock may be issued from time to time in one or more series, in such

amounts, on such terms and for such consideration as may be determined by the Board of Directors.

To the extent not fixed and determined by these Sections, the series designation, dividend rate,

redemption prices, and sinking funds, conversion, participation and other special rights, if any, of

the Preferred Stock shall be determined by the Board of Directors at the time of its vote to

issue such series.



SECTION II.. DIVIDENDS



Section 1. The holders of any series of the Preferred Stock shall receive, when declared by

the Board of Directors, preferential dividends at such rate and payable on such dividend payment

dates in each year as said Board may determine at the time of its vote to issue said series,

such dividends to be payable to Preferred Stockholders of record on such dates as may be fixed by

said Board, but not more than 45 days before each dividend date, provided, however, that dividends

shall not be declared and set apart for payment, or paid, on Preferred Stock of any one series, for

any dividend period, unless dividends have been or are contemporaneously declared and set apart

for payment, or paid, on the Preferred Stock of all series for all dividend periods terminating on the

same or an earlier date.



Section 2. Dividends on each share of the Preferred Stock shall be cumulative from the date

of issue thereof or from such earlier date as the Board of Directors may determine at the time of its

vote to issue such share.



Section 3. Unless full cumulative dividends to the last preceding dividend date shall have

been paid or set apart for payment on all outstanding shares of Preferred Stock no dividend shall be

paid on any junior stock. The term "junior stock" as used in these Sections means Common Stock

and any other stock of the Company subordinate to the Preferred Stock in respect of dividends or

payment in case of liquidation.




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Section 4. So long as any shares of Preferred Stock are outstanding, the Company shall not

declare any dividends or make any other distributions in respect of outstanding shares of any junior

stock of the Company, other than dividends or distributions in shares of junior stock, or purchase or

otherwise acquire for value any outstanding shares of junior stock (the declaration of any such

dividend or the making of any such distribution, purchase or acquisition being herein called a

"junior stock payment") in contravention of the following:



(a) If and so long as the junior stock equity (hereinafter defined), adjusted to reflect

the proposed junior stock payment, at the end of the calendar month immediately preceding the

calendar month in which the proposed junior stock payment is to be made is less than 20% of total

capitalization (hereinafter defined) at that date, the Company shall not make such junior

stock payment in an amount which, together with all other junior stock payments made within the

year ending with and including the date on which the proposed junior stock payment is to be made,

exceeds 50% of the net income of the Company available for dividends on junior stock for the 12

full calendar months immediately preceding the calendar month in which such junior stock payment

is made, except in an amount not exceeding the aggregate of junior stock payments which under the

restrictions set forth above in this subsection (a) could have been, and have not been, made.



(b) If and so long as the junior stock equity, adjusted to reflect the proposed junior

stock payment, at the end of the calendar month immediately preceding the calendar month in

which the proposed junior stock payment is to be made is less than 25% but not less than 20% of

the total capitalization at that date, the Company shall not make such junior stock payment in an

amount which, together with all other junior stock payments made within the year ending with and

including the date on which the proposed junior stock payment is to be made, exceeds 75% of the

net income of the Company available for dividends on the junior stock for the 12 full calendar

months immediately preceding the calendar month in which such junior stock payment is made,

except in an amount not exceeding the aggregate of junior stock payments which under

the restrictions set forth above in this subsection (b) could have been, and have not been, made.



Section 5. The term "junior stock equity" as used in these Sections means the aggregate of

the par value of, or stated capital represented by, the outstanding shares of junior stock, all earned

surplus, capital or paid-in surplus, and any premiums on the junior stock then carried on the books

of the Company, less:



(a) the excess, if any, of the aggregate amount payable on involuntary liquidation of

the Company upon all outstanding shares of the Preferred Stock over the sum of (i) the aggregate

par or stated value of such shares and (ii) any premiums thereon;



(b) any amounts on the books of the Company known, or estimated if known, to represent the excess, if any, of recorded value over original cost of used or useful utility plant; and



(c) any intangible items set forth on the asset side of the balance sheet of the

Company as a result of accounting convention, such as unamortized debt discount and expense,

provided, however, that no deductions shall be required to be made in respect of items referred to in

subsections (b) and (c) of this Section 5 in cases in which such items are being amortized or

are provided for, or are being provided for, by reserves.



Section 6. The term "total capitalization" as used in these Sections means the aggregate of:



(a) the principal amount of all outstanding indebtedness of the Company maturing

more than 12 months after the date of issue thereof, and




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(b) the par value or stated capital represented by, and any premiums carried on the

books of the Company in respect of, the outstanding shares of all classes of the capital stock of the

Company, earned surplus, and capital or paid-in surplus, less any amounts required to be deducted

pursuant to subsections (b) and (c) of Section 5 of this Section II in the determination of junior

stock equity.



SECTION III. REDEMPTION OR PURCHASE OF PREFERRED STOCK



Section 1. All or any part of any series of the Preferred Stock at any time outstanding may

be called by vote of the Board of Directors for redemption at any time and in the manner

hereinbelow provided. If less than all of any series of the Preferred Stock is so called, the Transfer

Agent shall determine by lot, or in some other proper manner approved by the Board of Directors,

the shares of such series of Preferred Stock to be called. The redemption prices with respect to any

series of the Preferred Stock shall be determined by the Board of Directors at the time of its vote to

issue said series.



Section 2. No call for redemption of less than all of the Preferred Stock outstanding shall be

made if the Company shall be in arrears with respect to payment of dividends on any shares of the

Preferred Stock outstanding.



Section 3. Subject to the provisions of Section 2 of this Section III, all or any part of any

series of the Preferred Stock may be called for redemption without calling any part or all of any

other series of the Preferred Stock.



Section 4. The sums payable in respect of any Preferred Stock so called shall be payable at

the office of an incorporated bank or trust company in good standing. Notice of such call, stating

the redemption date and the place where the stock so called is payable shall be mailed not less than

30 days before the redemption date to each holder of stock so called at his or her address as it

appears upon the books of the Company.



Section 5. The Company shall, before the redemption date, deposit with said bank or trust

company all sums payable with respect to the Preferred Stock so called. After such mailing and

deposit the holders of the Preferred Stock so called for redemption shall cease to have any right to

future dividends or other rights or privileges as stockholders in respect of such stock and shall

be entitled only to the payment on the redemption date of the sums so deposited with said bank or

trust company for their respective accounts. Stock so redeemed may be reissued but only subject to

the limitations imposed by these Sections upon the issue of Preferred Stock.



Section 6. The Company may at any time purchase all or any of the then outstanding shares

of the Preferred Stock of any class and series upon the best terms reasonably obtainable, but not

exceeding the then current redemption price of such shares, except that no such purchase shall be




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made if the Company shall be in arrears with respect to payment of dividends on any shares of the

Preferred Stock outstanding or if there shall exist an event of default as defined in Section V hereof.



SECTION IV. AMOUNTS PAYABLE ON LIQUIDATION



The holders of any series of the Preferred Stock shall receive upon any voluntary

liquidation, dissolution or winding up of the Company the then current redemption price of such

series and, if such action is involuntary, $50 per share, plus all dividends accrued and unpaid to the

date of such payment, before any payment in liquidation is made on any junior stock. If the net

assets of the Company shall be insufficient to pay said amounts in full, then the entire net assets of

the Company shall be distributed among the holders of the Preferred Stock, who shall receive a

common percentage of the full respective preferential amounts.



SECTION V. VOTING POWERS



Section 1. Except as provided in these Sections and as provided by law, the holders of the

Preferred Stock shall have no voting power or right to notice of any meeting.



Section 2. Whenever the holders of the Preferred Stock shall have the right to vote or

consent to an action as provided in these Sections or as provided by law, each outstanding share of

Preferred Stock entitled to vote shall be entitled to one vote on each such matter.



Section 3. Whenever dividends on any share of the Preferred Stock shall be in arrears in an

amount equal to or exceeding full dividends for one year thereon, or whenever there shall have

occurred some default in the observance of any of the provisions of these Sections, or some default

on which action has been taken by the bondholders or the trustees of any indenture of mortgage

or deed of trust of the Company, or whenever the Company shall have been declared bankrupt or a

receiver of its property shall have been appointed (said conditions being herein called "events of

default"), then the holders of the Preferred Stock shall be given notice of all stockholders' meetings

and shall have the right to elect the smallest number of directors necessary to constitute a majority

of the Board of Directors of the Company and the exclusive right to amend the By-Laws to make

such appropriate increase in the number of directorships as may be required to effect such election.

When all such arrears of dividends shall have been paid and such event of default shall have

terminated, all the rights and powers of the holders of the Preferred Stock to receive notice and to

vote shall cease, subject to being again revived on any subsequent event of default.



Section 4. Whenever the right to elect directors shall have accrued to the holders of the

Preferred Stock, the Company shall call a meeting for the election of directors and, if necessary, the

amendment of the By-Laws to permit the holders of the Preferred Stock to exercise their rights

pursuant to Section 3 of this Section V, such meeting to be held not less than 45 days and not more

than 90 days after the accrual of such rights. When such rights shall cease, the Company shall,

within seven days from the delivery to the Company of a written request therefor by any

stockholder, cause a meeting of the stockholders to be held within 30 days from the delivery of such

request for the purpose of electing a new Board of Directors. Forthwith, upon the election of such

new Board of Directors, the directors in office immediately prior to such election (other than

persons elected directors in such election) shall be deemed removed from office without further

action by the Company.






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SECTION VI. ACTION REQUIRING CERTAIN CONSENT OF PREFERRED

STOCKHOLDERS



Section 1. Except with the consent of the holders of at least two-thirds (2/3) of the

Preferred Stock at the time outstanding, given in writing or by vote at a meeting duly called and

held for the purpose, the Company shall not authorize or issue any class of capital stock having

a priority over the Preferred Stock in respect of the payment of dividends or payments in case of

liquidation, dissolution or winding up of the Company or issue any shares of any such prior ranking

stock more than 12 months after the date of such authorization.



Section 2. Except with the consent of the holders of at least two-thirds (2/3) of the

Preferred Stock at the time outstanding, given in writing or by vote at a meeting duly called and

held for the purpose, the Company shall not amend, alter, or repeal any of the rights, preferences or

powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or

powers; provided, however, that no reduction of the dividend rate, the redemption prices, or

the amount to be paid on liquidation with respect to any share of the Preferred Stock may be made

without the consent of the holder thereof and no such reduction with respect to the shares of

any particular series of the Preferred Stock shall be made without the consent of all the holders of

shares of such series.



Section 3. So long as any of the Preferred Stock is outstanding neither the authorized total

number of shares nor the authorized aggregate of stated value or par value of the Preferred Stock

and stock ranking on a parity with the Preferred Stock in respect of the payment of dividends or

payments in case of liquidation, dissolution or winding up of the Company shall be increased

beyond 9,000,000 shares of Preferred Stock and $450,000,000 aggregate of stated value or par

value of Preferred Stock, unless such increase is approved, at a stockholders' meeting duly called

and held, by the affirmative vote of the holders of at least two-thirds (2/3) of the Preferred Stock,

represented in person or by proxy at said meeting or of such larger number of shares as the then

applicable statutes of the State of Connecticut may require for such purpose.



Section 4. Except with the consent of the holders of a majority of the Preferred Stock at the

time outstanding, given in writing or by vote at a meeting duly called and held for the purpose, the

Company shall not:



1. Issue or assume any unsecured notes, unsecured debentures or other securities

representing unsecured debt (other than for the purpose of refunding or renewing outstanding

unsecured securities issued or assumed by the Company resulting in equal or longer maturities or

redeeming or otherwise retiring all outstanding shares of the Preferred Stock) if immediately after

such issue or assumption (a) the total outstanding principal amount of all unsecured

notes, unsecured debentures or other securities representing unsecured debt of the Company will

thereby exceed 20% of the aggregate of all outstanding secured debt of the Company and the capital

stock, premiums thereon, and surplus of the Company, as stated on its books, or (b) the total

outstanding principal amount of all unsecured notes, unsecured debentures or other securities

representing unsecured debt of the Company of maturities of less than 10 years will thereby exceed

10% of the aggregate of all outstanding secured debt of the Company and the capital stock,

premiums thereon, and surplus of the Company, as stated on its books. For the purposes of this




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subsection (1), the payment due upon the maturity of unsecured debt having an original single

stated maturity of 10 years or more shall not be regarded as unsecured debt with a maturity of less

than 10 years until within three years of the maturity thereof, and none of the payments due upon

any unsecured serial debt having an original stated maturity for the final serial payment of 10 years

or more shall be regarded as unsecured debt of a maturity of less than 10 years until within three

years of the maturity of the final serial payment.



2. Issue, sell or otherwise dispose of any shares of the then authorized but unissued

Preferred Stock or any other stock ranking on a parity with or having a priority over the Preferred

Stock in respect of dividends or payment in case of liquidation, or reissue, sell or otherwise dispose

of any reacquired shares of Preferred Stock or such other stock, other than to refinance an equal par

value or stated value of Preferred Stock or of stock ranking on a parity with the Preferred Stock in

respect of dividends or payment in case of liquidation,



(i) if, for a period of 12 consecutive calendar months within 15 calendar

months immediately preceding the calendar month in which any such shares shall be

issued, the Income before Interest Charges of the Company for said period available

for the payment of interest, determined in accordance with the systems of accounts

then prescribed for the Company by the Department of Public Utility Control of the

State of Connecticut (or by such other official body as may then have authority to

prescribe such systems of accounts), but in any event after deducting taxes including

taxes based on income and the amount charged by the Company on its books to

depreciation expense, (including, in any case in which such stock is to be issued,

sold or otherwise disposed of in connection with the acquisition of any property, the

Income before Interest Charges of the property to be so acquired, computed as

nearly as practicable in the manner specified above) shall not have been at least one

and one-half (1 1/2) times the sum of (a) the interest charges for one year on all

indebtedness which shall then be outstanding (including any indebtedness proposed

to be created in connection with the issue, sale or other disposition of such shares,

but not including any indebtedness proposed to be retired in connection with such

issue, sale or other disposition or indebtedness held by or for the account of the

Company) and (b) such rental charges as shall not be deducted in such

determination of Income before Interest Charges and (c) an amount equal to all

annual dividend requirements on all outstanding shares of the Preferred Stock and

all other stock, if any, ranking on a parity with or having priority over the Preferred

Stock as to dividends or payment in case of liquidation, including the shares

proposed to be issued, but not including any shares proposed to be retired in

connection with such issue, sale or other disposition; or



(ii) if such issue, sale or disposition would bring the aggregate of the amount

payable in connection with an involuntary liquidation of the Company with respect

to all shares of the Preferred Stock and all shares of stock, if any, ranking on a parity

with or having priority over the Preferred Stock as to dividends or payment in case

of liquidation to an amount in excess of the sum of the junior stock equity. If for the

purposes of meeting the requirements of this clause (ii), it shall have been necessary

to take into consideration any earned surplus of the Company, the Company shall

not thereafter pay any dividends on or make any distributions in respect of, or make




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any payment for the purchase or other acquisition of junior stock which would result

in reducing the junior stock equity to an amount less than the amount payable on

involuntary liquidation of the Company with respect to the Preferred Stock and all

shares ranking on a parity with or having a priority over the Preferred Stock in

respect of dividends or payment in case of liquidation at the time outstanding.



If during the period for which Income before Interest Charges is to be determined for the

purpose set forth in this subsection (2), the amount, if any, required to be expended by the Company

during such period for property additions pursuant to a renewal and replacement fund or similar

fund established under any indenture of mortgage or deed of trust of the Company shall exceed the

amount deducted during such period in the determination of such Income before Interest Charges

on account of depreciation and amortization of electric and gas plant acquisition adjustments, such

excess shall also be deducted in determining such Income before Interest Charges.



If, pursuant to this Section 4, holders of one-third (1/3) of the aggregate voting rights

represented by the shares of the Preferred Stock then outstanding dissent in writing from or vote

against any proposed action, action shall not be taken unless subsequently authorized in compliance

with all provisions of this Section 4, including this sentence.



Section 5. No share of Preferred Stock shall be deemed to be "outstanding" within the

meaning of this Section VI or of Section VII if, at or prior to the time when the consent or approval

herein or therein referred to would otherwise be required, provision shall be made for its

redemption, including a deposit complying with the requirements of Section 5 of Section III.



SECTION VII. MERGER, CONSOLIDATION OR SALE OF ALL ASSETS



Except with the consent of the holders of a majority of the Preferred Stock at the time

outstanding, given in writing or by vote at a meeting duly called and held for the purpose, the

Company shall not merge or consolidate with or into any other corporation or sell or otherwise

dispose of all or substantially all of its assets (except by mortgage or pledge) unless such

merger, consolidation, sale or other disposition, or the issuance or assumption of securities in the

effectuation thereof shall have been ordered, approved or permitted by the appropriate regulatory

commission.



SECTION VIII. NO PREEMPTIVE RIGHT



The holders of the Preferred Stock shall have no preemptive right to subscribe to any future

issue of additional shares of the Preferred Stock or of any other preferred stock or any other class of

stock now or hereafter authorized, nor for any future issue of bonds, notes or other evidence of

indebtedness convertible into stock.



SECTION IX. TRANSFER AGENT



The Company shall always have at least one Transfer Agent for the Preferred Stock.






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PART THREE

PROVISIONS WITH RESPECT TO THE SERIES OF PREFERRED STOCK



SECTION I. $2.00 PREFERRED STOCK



There shall be a series of Preferred Stock designated "$2.00 Preferred Stock" and consisting of

336,088 shares with an aggregate par value of $16,804,000 and a par value per share of $50.00.

The dividend rate, redemption prices and amounts payable on liquidation, dissolution or winding up

of the Company as to said $2.00 Preferred Stock shall be as follows:



(a) Dividends on said $2.00 Preferred Stock shall be at the rate of $2.00 per share

per annum, and no more, and shall be cumulative from May 1, 1947. Said dividends, when

declared, shall be payable on the first days of February, May, August and November in each

year.



(b) Redemption Prices of said $2.00 Preferred Stock shall be $55.50 per share if

redeemed on or before May 1, 1952, $54.50 per share if redeemed after May 1, 1952 and on

or before May 1, 1957, and $54.00 per share if redeemed after May 1, 1957, plus in all cases

that portion of the quarterly dividend accrued thereon to the redemption date and all unpaid

dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $2.00 Preferred Stock

upon any voluntary liquidation, dissolution or winding up of the Company shall be the then

current redemption price thereof and, if such action is involuntary, $50.00 per share, plus in

each case all dividends accrued and unpaid to date of such payment.



SECTION II. $1.90 PREFERRED STOCK



There shall be a series of Preferred Stock designated "$1.90 Preferred Stock" and consisting of

163,912 shares with an aggregate par value of $8,195,600 and a par value per share of $50.00. The

dividend rate, redemption prices and amounts payable on liquidation, dissolution or winding up of

the Company as to said $1.90 Preferred Stock shall be as follows:



(a) Dividends on said $1.90 Preferred Stock shall be at the rate of $1.90 per share

per annum, and no more, and shall be cumulative from May 1, 1947. Said dividends, when

declared, shall be payable on the first days of February, May, August and November in each

year.



(b) Redemption Prices of said $1.90 Preferred Stock shall be $54.00 per share if

redeemed on or before May 1, 1952, $53.00 per share if redeemed after May 1, 1952 and on

or before May 1, 1957, and $52.50 per share if redeemed after May 1, 1957, plus in all cases

that portion of the quarterly dividend accrued thereon to the redemption date and all unpaid

dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $1.90 Preferred Stock

upon any voluntary liquidation, dissolution or winding up of the Company shall be the then




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current redemption price thereof and, if such action is involuntary, $50.00 per share, plus in

each case all dividends accrued and unpaid to date of such payment.



SECTION III. $2.20 PREFERRED STOCK



There shall be a series of Preferred Stock designated "$2.20 Preferred Stock" and consisting of

200,000 shares with an aggregate par value of $10,000,000 and a par value per share of $50.00.

The dividend rate, redemption prices and amounts payable on liquidation, dissolution or winding up

of the Company as to said $2.20 Preferred Stock shall be as follows:



(a) Dividends on said $2.20 Preferred Stock, shall be at the rate of $2.20 per share

per annum, and no more, and shall be cumulative from May 1, 1949. Said dividends, when

declared, shall be payable on the first days of February, May, August and November in each

year.



(b) Redemption Prices of said $2.20 Preferred Stock shall be $54.00 per share if

redeemed on or before May 1, 1954, $53.00 per share if redeemed after May 1, 1954 and on

or before May 1, 1959, and $52.50 per share if redeemed after May 1, 1959, plus in all cases

that portion of the quarterly dividend accrued thereon to the redemption date and all unpaid

dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $2.20 Preferred Stock

upon any voluntary liquidation, dissolution or winding up of the Company shall be the then

current redemption price thereof and, if such action is involuntary, $50.00 per share, plus in

each case all dividends accrued and unpaid to date of such payment.



SECTION IV. $2.04 PREFERRED STOCK



There shall be a series of Preferred Stock designated "$2.04 Preferred Stock" and consisting of

100,000 shares with an aggregate par value of $5,000,000 and a par value per share of $50.00. The

dividend rate, redemption prices and amounts payable on liquidation, dissolution or winding up of

the Company as to said $2.04 Preferred Stock shall be as follows:



(a) Dividends on said $2.04 Preferred Stock shall be at the rate of $2.04 per share

per annum, and no more, and shall be cumulative from November 1, 1949. Said dividends,

when declared, shall be payable on the first days of February, May, August and November

in each year.



(b) Redemption Prices of said $2.04 Preferred Stock shall be $54.50 per share if

redeemed on or before November 1, 1954, $52.50 per share if redeemed after November 1,

1954 and on or before November 1, 1959, and $52.00 per share if redeemed after November

1, 1959, plus in all cases that portion of the quarterly dividend accrued thereon to the

redemption date and all unpaid dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $2.04 Preferred Stock

upon any voluntary liquidation, dissolution or winding up of the Company shall be the then




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current redemption price thereof and, if such action is involuntary, $50.00 per share, plus in

each case all dividends accrued and unpaid to date of such payment.



SECTION V. $2.06 PREFERRED STOCK-SERIES E



There shall be a series of Preferred Stock designated "$2.06 Preferred Stock-Series E" and

consisting of 200,000 shares with an aggregate par value of $10,000,000 and a par value per share

of $50.00. The dividend rate redemption prices and amounts payable on liquidation, dissolution or winding up of the Company as to said $2.06 Preferred Stock-Series E shall be as follows:



(a) Dividends on said $2.06 Preferred Stock-Series E shall be the rate of $2.06 per

share per annum, and no more, and shall be cumulative from May 1, 1954. Said dividends,

when declared, shall be payable on the first days of February, May, August and November

in each year.



(b) Redemption Prices of said $2.06 Preferred Stock-Series E shall be $52.00 per

share if redeemed on or before May 1, 1959, $51.50 per share if redeemed after May 1,

1959 and on or before May 1, 1964, and $51.00 per share if redeemed after May 1,1964,

plus in all cases that portion of the quarterly dividend accrued thereon to the redemption

date and all unpaid dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $2.06 Preferred Stock-

Series E upon any voluntary liquidation, dissolution or winding up of the Company shall be

the then current redemption price thereof and, if such action is involuntary, $50.00 per

share, plus in each case all dividends accrued and unpaid to date of such payment.



SECTION VI. $2.09 PREFERRED STOCK-SERIES F



There shall be a series of Preferred Stock designated "$2.09 Preferred Stock-Series F" and

consisting of 100,000 shares with an aggregate par value of $5,000,000 and a par value per share of

$50.00. The dividend rate, redemption prices and amounts payable on liquidation, dissolution or

winding up of the Company as to said $2.09 Preferred Stock-Series F shall be as follows:



(a) Dividends on said $2.09 Preferred Stock-Series F shall be at the rate of $2.09

per share per annum, and no more, and shall be cumulative from November 1, 1955. Said

dividends, when declared, shall be payable on the first days of February, May, August and

November in each year.



(b) Redemption Prices of said $2.09 Preferred Stock-Series F shall be $52.00 per

share if redeemed on or before November 1, 1960, $51.50 per share if redeemed after

November 1, 1960 and on or before November 1, 1965, and $51.00 per share if redeemed

after November 1, 1965, plus in all cases that portion of the quarterly dividend accrued

thereon to the redemption date and all unpaid dividends thereon, if any.



(c) Amounts Payable on Liquidation to each holder of said $2.09 Preferred

Stock-Series F upon any voluntary liquidation, dissolution or winding up of the Company




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shall be the then current redemption price thereof and, if such action is involuntary, $50.00

per share, plus in each case all dividends accrued and unpaid to date of such payment.



SECTION VII. $3.24 PREFERRED STOCK-SERIES G



There shall be a series of Preferred Stock designated "$3.24 Preferred Stock-Series G" and

consisting of 300,000 shares with an aggregate par value of $15,000,000 and a par value per share

of $50.00. The dividend rate and redemption prices of said $3.24 Preferred Stock-Series G shall be

as follows:



(a) Dividends on said $3.24 Preferred Stock-Series G shall be at the rate of $3.24

per share per annum, and no more, and shall be cumulative from January 1, 1968. Said

dividends, when declared, shall be payable on the first days of January, April, July and

October in each year.



(b) Redemption Prices of said $3.24 Preferred Stock-Series G shall be $54.27 per

share if redeemed on or before January 1, 1973, $53.46 per share if redeemed after January

1, 1973 and on or before January 1, 1978, $52.65 per share if redeemed after January 1,

1978 and on or before January 1, 1983 and $51.84 per share if redeemed after January 1,

1983, plus in all cases that portion of the quarterly dividend accrued thereon to the

redemption date and all unpaid dividends thereon, if any.



SECTION VIII. 3.90% PREFERRED STOCK



There shall be a series of Preferred Stock designated "3.90% Preferred Stock" and consisting of

160,000 shares with an aggregate par value of $8,000,000 and a par value per share of $50.00. The

dividend rate and redemption prices of said series of Preferred Stock shall be as follows:



(a) Dividends on said 3.90% Preferred Stock shall be at the rate of 3.90% per share

per annum and no more, and shall be cumulative from September 1, 1949. Said dividends,

when declared, shall be payable on the first days of March, June, September and December

in each year.



(b) Redemption Prices of said 3.90% Preferred Stock shall be $50.50 per share,

plus that portion of the quarterly dividend accrued thereon up to the redemption date and all

unpaid dividends thereon, if any.



SECTION IX. 4.50% PREFERRED STOCK



There shall be a series of Preferred Stock designated "4.50% Preferred Stock" and consisting of

104,000 shares with an aggregate par value of $5,200,000 and a par value per share of $50.00. The

dividend rate and redemption prices of said series of Preferred Stock shall be as follows:



(a) Dividends on said 4.50% Preferred Stock shall be at the rate of 4.50% per share

per annum and no more and shall be cumulative from November 1, 1957. Said dividends,

when declared, shall be payable on the first days of February, May, August and November

in each year.



(b) Redemption Prices of said 4.50% Preferred Stock shall be $50.75 per share,

plus that portion of the quarterly dividend accrued thereon up to the redemption date and all

unpaid dividends thereon, if any.






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SECTION X. 4.96% PREFERRED STOCK



There shall be a series of Preferred Stock designated "4.96% Preferred Stock" and consisting of

100,000 shares with an aggregate par value of $5,000,000 and a par value per share of $50.00. The

dividend rate and redemption prices of said series of Preferred Stock shall be as follows:



(a) Dividends on said 4.96% Preferred Stock shall be at the rate of 4.96% per share

per annum and no more, and shall be cumulative from November 6, 1958. Said dividends,

when declared, shall be payable on the first days of February, May, August and November

in each year.



(b) Redemption Prices of said 4.96% Preferred Stock shall be $50.50 per share,

plus that portion of the quarterly dividend accrued thereon up to the redemption date and all

unpaid dividends thereon, if any.



SECTION XI. 4.50% PREFERRED STOCK, 1963 SERIES



There shall be a series of Preferred Stock designated "4.50% Preferred Stock, 1963 Series" and

consisting of 160,000 shares with an aggregate par value of $8,000,000 and a par value per share of

$50.00. The dividend rate and redemption prices of said series of Preferred Stock shall be as

follows:



(a) Dividends on said 4.50% Preferred Stock, 1963 Series, shall be at the rate of

4.50% of the par value per share per annum and no more, and shall be cumulative from the

date of issue thereof. Said dividends, when declared, shall be payable on the first days of

March, June, September and December in each year.



(b) Redemption prices of said 4.50% Preferred Stock, 1963 Series, shall be $50.50

per share, plus that portion of the quarterly dividend accrued thereon up to the redemption

date and all unpaid dividends thereon, if any.



SECTION XII. 5.28% PREFERRED STOCK, 1967 SERIES



There shall be a series of Preferred Stock designated "5.28% Preferred Stock, 1967 Series" and

consisting of 200,000 shares with an aggregate par value of $10,000,000 and a par value per share

of $50.00. The dividend rate and redemption prices of said series of Preferred Stock shall be as

follows:



(a) Dividends on said 5.28% Preferred Stock, 1967 Series, shall be at the rate of

5.28% of the par value per share per annum and no more, and shall be cumulative from

April 1, 1967. Said dividends, when declared, shall be payable on the first days of January,

April, July and October in each year.




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(b) Redemption Prices of said 5.28% Preferred Stock, 1967 Series shall be $52.09

per share if redeemed on or before April 1, 1982, and $51.43 per share if redeemed after

April 1, 1982, plus in all cases that portion of the quarterly dividend accrued thereon up to

the redemption date and all unpaid dividends thereon, if any.



SECTION XIII. 6.56% PREFERRED STOCK, 1968 SERIES



There shall be a series of Preferred Stock designated "6.56% Preferred Stock, 1968 Series" and

consisting of 200,000 shares with an aggregate par value of $10,000,000 and a par value per share

of $50.00. The dividend rate and redemption prices of said Preferred Stock shall be as follows:



(a) Dividends of said 6.56% Preferred Stock, 1968 Series, shall be at the rate of

6.56% of the par value per share per annum and no more, and shall be cumulative from

February 1, 1968. Said dividends, when declared, shall be payable on the first days of

February, May, August and November in each year.



(b) Redemption Prices of said 6.56% Preferred Stock, 1968 Series, shall be $52.26

per share if redeemed on or before February 1, 1983, and $51.44 per share if redeemed after

February 1, 1983, plus in all cases that portion of the quarterly dividend accrued thereon up

to the redemption date and all unpaid dividends thereon, if any.



PART FOUR

PROVISIONS WITH RESPECT TO THE CLASS OF COMMON STOCK



Subject to the rights of holders of Preferred Stock, the holders of Common Stock shall have

the dividend, voting, liquidation, preemptive and other rights to which they are entitled under the

general corporation law of the State of Connecticut, as from time to time in effect, except as

otherwise provided herein. The holders of the Common Stock shall have no preemptive right

to subscribe to any future issues of Preferred Stock or any other preferred stock of any class now or

hereafter authorized (other than Preferred Stock or other preferred stock which is convertible into

Common Stock) nor to any future issues of bonds, notes or other evidences of indebtedness which

may be convertible into preferred stock. As used in this paragraph, the term "preferred stock" shall

mean stock which has, as against the Common Stock, preferential rights to the Company's assets in

the event of liquidation or preferential rights in respect of dividends or other distributions, and shall

include the aforementioned class of Preferred Stock.



The Board of Directors shall have the power to issue and dispose of, from time to time,

shares of the authorized and unissued Common Stock at such times, in such amounts, upon such

terms, and in such manner as it may determine, either for cash or property, or for securities

convertible into Common Stock, and to fix the amount of money or the actual value of the

consideration for which such authorized and unissued Common Stock shall be issued.






14









ARTICLE V



INDEMNIFICATION OF DIRECTORS, OFFICERS

EMPLOYEES AND AGENTS



The Company shall indemnify and advance reasonable expenses to an individual made or

threatened to be made a party to a proceeding because he or she is or was a Director of the

Company to the fullest extent permitted by law under Section 33-771 and Section 33-773 of the

Connecticut General Statutes, as may be amended from time to time ("Connecticut General

Statutes"). In connection with the advancement of reasonable expenses, the Company shall do so

provided that the Director delivers to the Company: (1) A written affirmation of his or her good

faith belief that he or she has met the relevant standard of conduct described in Section 33-771 of

the Connecticut General Statutes; and (2) his or her written undertaking to repay any funds

advanced if he or she is not entitled to mandatory indemnification under Section 33-772 of the

Connecticut General Statutes and it is ultimately determined under Section 33-774 or 33-775 of the

Connecticut General Statutes that he or she has not met the relevant standard of conduct described

in Section 33-771. The Company shall also indemnify and advance reasonable expenses under

Connecticut General Statutes Sections 33-770 to 33-778, inclusive, as amended, to any officer,

employee or agent of the Company who is not a Director to the same extent as a Director and to

such further extent, consistent with public policy, as may be provided by contract, this Certificate of

Incorporation, the Bylaws of the Company or a resolution of the Board of Directors. In connection

with any advance for such expenses, the Company may, but need not, require any such officer,

employee or agent to deliver a written affirmation of his or her good faith belief that he or she has

met the relevant standard of conduct or a written undertaking to repay any funds advanced for

expenses if it is ultimately determined that he or she is not entitled to indemnification. The Board of

Directors, by resolution, the general counsel of the Company, or such additional officer or officers

as the Board of Directors may specify, shall have the authority to determine that indemnification or

advance for such expenses to any such officer, employee or agent is permissible and to authorize

payment of such indemnification or advance for expenses. The Board of Directors, by resolution,

the general counsel of the Company, or such additional officer or officers as the Board of Directors

may specify, shall also have the authority to determine the terms on which the Company shall

advance expenses to any such officer, employee or agent, which terms need not require delivery by

such officer, employee or agent of a written affirmation of his or her good faith belief that he or she

has met the relevant standard of conduct or a written undertaking to repay any funds advanced for

such expenses if it is ultimately determined that he or she is not entitled to indemnification.



The indemnification and advance for expenses provided for herein shall not be deemed

exclusive of any other rights to which those indemnified or eligible for advance for expenses may

be entitled under Connecticut law as in effect on the effective date hereof and as thereafter amended

or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to

action in such person's official capacity and as to action in another capacity while holding such

office, and shall continue as to a person who has ceased to be a director, officer, employee or agent

and shall inure to the benefit of the heirs, executors and administrators of such a person.



No lawful repeal or modification of this Article V or the adoption of any provision

inconsistent herewith by the Board of Directors and stockholders of the Company or change in

statute shall apply to or have any effect on the obligations of the Company to indemnify or to pay




15









for or reimburse in advance expenses incurred by a director, officer, employee or agent of the

Company in defending any proceeding arising out of or with respect to any acts or omissions

occurring at or prior to the effective date of such repeal, modification or adoption of a provision or

statutes change inconsistent herewith.




16











EXHIBIT A TO

AMENDED AND

RESTATED

CERTIFICATE OF

INCORPORATION



TABLE OF CONNECTICUT SPECIAL ACTS

GRANTING RIGHTS, POWERS AND

FRANCHISES TO THE CONNECTICUT

LIGHT AND POWER COMPANY AND

ITS PREDECESSORS



A-

THE CONNECTICUT LIGHT AND POWER COMPANY, FORMERLY THE ROCKY

RIVER POWER COMPANY





1.

Incorporating the

6/22/1905

Vol. XIV

P. 860

Rocky River Power

Company



2.

Amending the Charter

8/17/1909

Vol. XV

P. 1093

of the Rocky River

Power Company



3.

Amending the Charter

3/29/1917

Vol. XVII

P. 833

of The Housatonic

Power Company



4.

Amending the Charter

4/9/1919

Vol. XVIII

P. 97

of The Connecticut

Light and Power

Company



5.

Amending the Charter

4/15/1919

Vol. XVIII

P. 106

of The Connecticut

Light and Power

Company



6.

Amending the Charter

5/16/1923

Vol. XIX

P. 180

of The Connecticut

Light and Power

Company




17









7.

Amending the Charter

4/26/1927

Vol. XX

P. 223

of The Connecticut

Light and Power

Company (Sections 2

and 3 only)



8.

Authorizing The

5/23/1927

Vol. XX

P. 297

Connecticut Light and

Power Company to

Acquire the Franchises

and Property of The

Bristol and Plainville

Electric Company



B-

PREDECESSORS OF THE CONNECTICUT LIGHT AND POWER COMPANY



1.

Housatonic Power Company



1.

Incorporating The

3/24/1893

Vol. XI

P. 111

Housatonic Power

Company



2.

Amending the Charter

6/27/1893

Vol. XI

P. 868

of The Housatonic

Power Company



3.

Concerning the

3/14/1895

Vol. XII

P. 27

Organization of The

Housatonic Power

Company



4.

Amending the Charter

5/3/1895

Vol. XII

P. 247

of The Housatonic

Power Company



5.

Extending the Time for

3/10/1897

Vol. XII

P. 692

the Organization of

The Housatonic Power

Company



6.

Amending the Charter

3/9/1899

Vol. XIII

P. 23

of The Housatonic

Power Company




18











7.

Amending the Charter

8/29/1911

Vol. XVI<