AMENDED AND RESTATED

DECLARATION OF TRUST

OF

BOSTON EDISON HOLDINGS
(FORMERLY BEC GROUP)
(FORMERLY BOSTON EDISON HOLDCO)


This AMENDED AND RESTATED DECLARATION OF TRUST made at Boston in the
County of Suffolk, The Commonwealth of Massachusetts, this 14th day of March,
1997 by Thomas J. May of 107 Margery Lane, Westwood, MA 02090, James J. Judge
of 30 Cushing Hill Road, Hanover, MA 02339 and Theodora S. Convisser of 613
Pleasant Street, Belmont, MA 02178, hereby amends and restates in its
entirety the Amended and Restated Declaration of Trust dated the 11th day of
March, 1997, as heretofore amended.

WHEREAS it is desired to create under and in accordance with the
provisions of this instrument a voluntary business association with
transferable shares for the acquisition of property and the conduct of
business as hereinafter set forth;

NOW, THEREFORE, this DECLARATION OF TRUST WITNESSETH that said Thomas J.
May, James J. Judge and Theodora S. Convisser, for themselves, their heirs,
executors, administrators, successors and assigns, do hereby declare that
they and their successors from time to time, as Trustees hereunder, will
hold, manage and dispose of the trust estate, as hereinafter defined in trust
in the manner and with and subject to the powers and provisions hereinafter
contained concerning the same, for the benefit of the Shareholders (as
hereinafter defined) according to the number and kind of shares held by them
respectively.

NAME; PURPOSE

1.
NAME; PURPOSE. The Trustees as trustees hereunder, though not in
their individual capacities, shall be designated Boston Edison Holdings and
are hereinafter referred to as the "Company." So far as may be practicable,
all things relating to the trust hereby created shall be done under such
name. The purpose of the Company shall be to engage, either directly or
through direct or indirect subsidiaries, joint ventures, partnerships,
limited liability companies or other combinations or associations, in any
manufacturing, mercantile, selling, management, service or other business,
operation or activity related to energy generation, transmission or
distribution, utilization, conservation or transportation, construction,
telecommunications, or any other manufacturing, mercantile, selling,
management, service or other business, operation or activity, whether or not
related to the forgoing enumerated areas, that a corporation organized under
the Business Corporation Law of The Commonwealth of Massachusetts could carry
on.

DEFINITIONS

2.
DEFINITIONS. Except where the context otherwise requires, the
following terms when used herein shall mean/the following:

(a) "Trustee" or "Trustees" means the person which is the trustee
hereunder for the time being, if there is only one, or if more than one,
the persons who are the trustees hereunder for the time being, whether, in
each case, original, additional or successor;

(b) "Trust estate" means the property at any time received by the Trustees
or otherwise acquired and held on behalf of the Company as hereinafter
provided;

(c) "Shareholder" or "Shareholders" mean the person or persons, natural or
corporate, at the time registered as the holder or holders of the shares of
the Company and, except to the extent limited by any subscription or by any
subscription certificate or part-paid shares accepted or issued, include
the person or persons, natural or corporate, at the time registered as the
holder or holders of such subscription certificates and part-paid shares;
and

(d) "Share" or "shares" mean the transferable share or shares of
beneficial interest provided for in Article 29 and include any
subscription certificate or part-paid share issued except to the
extent limited in such subscription certificate or part-paid share.

RIGHTS OF THIRD PERSONS

3.
LIMITATIONS ON LIABILITY. The Trust estate shall be directly liable for
the payment and satisfaction of all obligations and liabilities incurred in the
carrying on of the business of the Company. No Trustee shall be held to any
liability whatever for the payment of any sum of money, or for damages or
otherwise under any contract, obligation or undertaking made, entered into or
issued by the Company or by any Trustee, officer, agent or representative
thereof, or in tort or otherwise, and no such contract, obligation or
undertaking shall be enforceable against the Trustees, the Shareholders, or the
officers, agents or other representatives of the Company or any of them in
their, his or her individual capacities or capacity and all such contracts,
obligations and undertakings shall be enforceable only against the Company; and
every person, firm, association, trust and corporation shall look only to the
Trust estate for the payment or satisfaction of any liability, damages, claim or
demand. In every agreement and obligation entered into and in every writing by
or on behalf of the Company, reference shall be made to this declaration of
trust, and the substance of such parts of the preceding sentence of this Article
3 as are applicable shall be set forth; and neither the Trustees nor any
officer, agent or representative of the Company shall have any power or
authority to enter into any agreement or obligation on behalf of the Company
except in accordance with the provisions of this Article 3. Failure to comply
with the provisions of this Article shall, however, in no event render any
Trustee, Shareholder, officer, or agent personally liable to the Company or its
Shareholders.

4. NONASSESSABILITY OF SHAREHOLDERS. No Trustee, officer, agent or
representative of the Company shall be entitled to look to the Shareholders
personally for indemnity against any liability incurred by them in the execution
of this trust or to call upon the Shareholders for the payment of any sum of
money or any assessment whatever, except when and to the extent that shares in
the Company are by their express terms issued part-paid and assessable.

5. RELIANCE OF THIRD PERSONS. The receipts of the Company for moneys or
things paid or delivered to it shall be effective discharges to the person,
firm, association, trust or corporation paying or delivering the same and from
all liability to see to the application thereof. No purchaser or person, firm,
association, trust or corporation dealing with the Company or with the Trustees,
officers, agents or representatives of the Company shall be bound to ascertain
or inquire whether any consent, resolution or other authorization of the
Trustees or Shareholders, as is herein required or provided for, has been
obtained or passed or as to the existence or occurrence of any event or purpose
in or for which a sale, lease, mortgage, pledge or charge is herein authorized
or directed, or otherwise as to the purpose or regularity of any of the acts of
the Trustees or the officers, agents or representatives of the Company
purporting to be done in pursuance of the trust or powers herein contained, or
as to the regularity of the removal, resignation or appointment of any Trustee
or any officer, agent or representative; and a transfer of the Trust estate, or
any part thereof, executed by the Trustees in whom the same shall be vested

at the time of any such removal, resignation or appointment (including any
retiring Trustee who shall be willing to act and shall act in executing such
transfer but not otherwise including any such retiring Trustee) for the
purpose of vesting the same in a successor Trustee or providing evidence of
such vesting independently of such removal, resignation or appointment,
shall, as to the property comprised in such transfer, be conclusive evidence
in favor of any such purchaser or other person, firm, association, trust or
corporation dealing with the Company of the validity of such transfer and of
the matters therein recited relating to such removal, resignation or
appointment or the occasion thereof or the occasion of such transfer.

PLACE OF BUSINESS; TRUST ESTATE

6.
PLACE OF BUSINESS. The principal place of business of the Company shall
be 800 Boylston Street, Boston, MA 02199, or at such other place in
Massachusetts as the Trustees shall from time to time determine.

7. TRUST ESTATE; CONVERSION INTO PERSONAL ESTATE. All property at any
time and from time to time subject to this trust shall, subject to the
provisions of Articles 8(c) and 8(g), be transferred to and vested in such of
the Trustees as are residents of Massachusetts. Notwithstanding any other
provisions hereof, all real estate at any time forming part of the Trust
estate shall be held upon trust for sale and conversion into personal estate
at such time or times and in such manner and upon such terms as the Trustee
shall approve, but the Trustees shall have power, until the termination of
this trust, to postpone such conversion so long as they in their uncontrolled
discretion shall think fit, and for the purpose of determining the nature of
the interest of the Shareholders therein, all such real estate shall at all
times be considered as personal estate; and the real estate and personal
property comprised in the Trust estate shall constitute a single fund. For
the purpose of such sale and conversion of real estate the Trustees shall
have full power to sell or exchange the same and to execute and deliver
proper deeds and instruments of conveyance thereof.

THE TRUSTEES

8. POWERS OF TRUSTEES. Subject to the provisions and conditions
contained herein, the Trustees shall have power from time to time, in
addition to the specific powers and authorities herein expressly granted, to
take any action which they deem to be necessary or convenient to carry out
the business of the Company, including without limitation of the generality
of the foregoing, the powers hereinafter specified:

(a) HOLD INVESTMENTS. To purchase, subscribe for or otherwise acquire
stocks, shares, bonds or other securities, property or obligations of any
corporation, wherever incorporated, or of any trust, association or other
entity, or of any nation, state, municipality or other governmental or
public agency, division or body or certificates or other evidences of
interest in any real or personal property, and to be a member of any
company, syndicate or joint undertaking, or the beneficiary of any trust,
and all whether or not any such company be domestic or foreign, and whether
or not the purposes of or character of business carried on or assets held
by any such company, syndicate or joint undertaking, or comprised of any
such real or personal property, be similar to the purposes of or business
carried on or assets held by the Company, and whether or not any such
securities, membership or beneficial interest might be considered
speculative, hazardous, nonproductive or wasting or would ordinarily be
considered a proper or prudent investment or activity for a trustee and,
whether or not any contingent or other liability may arise or exist in
respect thereof and irrespective of the proportion of the Trust estate
invested in one or more of said securities, properties or companies, and to
exercise all the rights and privileges of an owner thereof and, without
limiting the generality of the foregoing, to acquire, by exchange, purchase
or otherwise, the shares and dividend and profit rights in, and the bonds
and other securities and obligations of, the Company;

(b) ASSUME OBLIGATIONS. To assume any obligations or liabilities of any
corporation, wherever incorporated, or of any trust, association or other
entity, and to discharge or liquidate such obligations or liabilities;

(c) BORROW. To borrow money for the purposes of the Company, and to issue,
whether for borrowed money or for other consideration, bonds or other
securities or obligations therefor if desired, which may mature at any time
or times, and may be convertible or after the issuance thereof may be made
convertible, with or without additional consideration for such conversion
right, into other securities of the Company or into other securities, all
for such periods and upon such terms as the Trustees may determine, and to
secure the payment thereof if desired by mortgage, pledge, assignment,
transfer or conveyance of or charge on the whole or any part of the Trust
estate then owned or thereafter acquired, which bonds or other securities
or obligations may be signed on behalf of the Company by the chairman, the
president or a vice president and by the treasurer or an assistant
treasurer, or by facsimiles of such signatures if the bonds or other
securities or obligations are authenticated or certified by a trustee or by
a registrar other than a trustee, officer or employee of the Company, and
may have affixed thereto the common seal of the Company or a facsimile
thereof and may carry interest coupons authenticated by the facsimile
signature of the treasurer; provided that no mortgage, pledge, assignment,
transfer or conveyance of or charge on the Trust estate as a whole or
substantially as a whole shall be made without authorization or approval by
vote, at a meeting duly called and held, of the holders of a majority of
the shares outstanding and entitled to vote thereon; and provided further
that even though any officer who has signed or whose facsimile signature
has been placed on any bond or other security or obligation shall have
ceased to be such officer before such bond, security or obligation is
issued, such bond, security or obligation may nonetheless be issued by the
Company;

(d) LEND AND AID. To advance or lend money to, and otherwise aid by
endorsement, guarantee or otherwise, and with or without security, and to
make capital contributions to, any corporation, trust, association or other
entity, any of the stocks, shares, bonds or other securities or obligations
of which shall have been acquired or subscribed for by or on behalf of the
Company or in which the Company has any business interest (including,
without limitation of the generality of the foregoing, the power to
guarantee the performance of any undertaking or obligation or the payment
of dividends on stock), and to discharge and cancel without payment any
indebtedness thus arising or to convert the same into stocks, shares,
bonds, or other obligations of such corporation, trust association or other
entity, or any other with or into which it may be consolidated or merged,
or to which its property may be transferred or leased, and in like manner
to advance or lend money to and otherwise aid any person or company
(whether or not a Shareholder), whenever the Trustees shall deem such
action to be necessary or convenient in the business or conducive to the
advantage of the Company;

(e) EXERCISE POWERS OF HOLDER OF INVESTMENTS. To exercise any and all
powers and rights belonging to the holder of any stocks, shares, bonds,
securities, property or obligations forming part of the Trust estate,
whether by voting or by giving any consent, request or notice, or
otherwise, either in person or by proxy or attorney, and to give proxies or
powers of attorney therefor, with or without power of substitution, which
proxies and powers of attorney may be for meetings or action generally or
for any particular meeting, meetings or action, and may include the
exercise of any discretionary powers; and, without limiting the generality
of the foregoing, to vote in favor of or to consent to the creation of any
mortgage, lien or other encumbrance upon all or part of the franchises and
property, real and personal, then owned or thereafter acquired, of any or
all of the corporations, trusts, associations and other entities, any of
the stocks, shares, bonds, securities or obligations of which may at the
time be subject to this trust, or to vote in favor of or to consent to the
merger or consolidation of any such corporation, trust association or other
entity with any other corporation, trust association or other entity, or
the sale,
lease, surrender or abandonment of all or part of the franchises and
property, real and personal, of any such corporation, trust association or
other entity;

(f) SELL. To sell at public auction or by private contract or otherwise
use and deal in and with the whole or any part of the Trust estate, free
and discharged of this trust, and to convert, exchange or refund the whole
or any part of the Trust estate for or into any shares, bonds or other
securities or obligations, property or effects in which the Company might,
under the provisions hereof, invest any moneys; provided, however, that
except as provided in Article 8(o), Article 57 or Article 60, no sale or
other disposition of the Trust estate as a whole or substantially as a
whole shall be made without authorization or approval by vote, at a meeting
duly called and held, of the holders of two-thirds of the shares
outstanding and entitled to vote thereon, but this proviso shall not apply
to any disposition pursuant to any mortgage, pledge, or charge;

(g) TRANSFER SECURITIES INTO NAMES OF OTHERS. To cause any real or personal
property, including without limitation of the generality of the foregoing,
securities forming all or part of the Trust estate, to be transferred into
the name of the Company or transferred into the name of or vested in the
Trustees, or to cause or allow any real or personal property to remain in
the name of, or to be transferred into the name of, any other person, firm,
association, or other entity, trust, corporation or other entity and in any
such case in such manner as not to give notice that the same are affected
by any trust;

(h) DELEGATE POWERS. To employ and act through and to delegate any or all
of the powers and discretions of the Company to, and to permit any or all
of such powers and discretions to be exercised by, any of the officers,
agents or representatives of the Company or of the Trustees, including
without limitation the officers, employees, agents and representatives
referred to in the last paragraph of this Article 8;

(i) COLLECT FUNDS. To collect, sue for, receive and receipt for all sums
of money coming due to the Company, to consent to the extension of the time
for payment, or to the renewal, of any bonds or other securities, property
or obligations subject to this trust, and to prosecute, defend, compound,
compromise, abandon or adjust, by arbitration or otherwise, any actions,
suits, proceedings, disputes, claims, demands and things relating to the
Trust estate, and to extend time, with or without security, for the payment
or delivery of any debts or property and to execute and enter into
releases, agreements and other instruments and to pay or satisfy any debts
or claims upon any evidence that the Trustees shall think sufficient;

(j) DEPOSIT FUNDS. To deposit any moneys included in the Trust estate in
any bank or trust company including any bank or trust company that may at
the time be the Trustee, and to entrust to any such bank or trust company
for safekeeping any of the stock or share certificates, bonds or other
securities, property or obligations and any documents and papers comprised
in or relating to the Trust estate;

(k) PAY TAXES. To pay any and all taxes or liens of whatever nature or kind
imposed upon or against the Company or the Trustee in connection with the
Trust estate, or upon or against the Trust estate or any part thereof;

(l) ESTABLISH SURPLUS FUNDS. To set apart, from time to time, as surplus
funds, such sums as the Trustees may deem proper out of any sources which
according to generally accepted accounting principles may be considered
surplus, which surplus funds shall be applicable to any purposes to which
money forming part of the capital or income of the Trust estate may be
applied, including the payment of dividends;

(m) ADOPT SEAL. To adopt and use a common seal;

(n) PURCHASE INSURANCE. To take out and maintain insurance or establish
self-insurance programs in such amounts and of such kinds and in such
companies and through such brokers and agents as may be necessary,
convenient or desirable, including insurance policies insuring the
Trustees, officers, employees and agents of the Company against claims and
liabilities of every nature arising by reason of holding, being or having
held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as a Trustee, officer,
employee or agent, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Company would have
the power to indemnify such person against such liability;

(o) TRANSFER TO NEW TRUST OR CORPORATION. When authorized by a majority
vote of Shareholders at a meeting, to sell and convey as an entirety and
going concern all the property and assets of the Company to a corporation or
a new association or trust organized for the purpose of acquiring the same
and organized with the same authorized classes of shares as the Company
shall then have with the same or substantially the same preferences, voting
powers, restrictions and qualifications thereof as attach to the shares of
the Company, the consideration for such sale and conveyance to be the
assumption by such new corporation, association or trust of all liabilities
and obligations of the Company then outstanding and the issuance and
delivery by such new corporation or association or trust to the Company, or
upon its order, for distribution as hereinafter provided for, of such
shares as will enable the Company to exchange its shares, share for share
and class for class, for the shares of such new corporation or association
or trust and thereupon such exchange shall be made, and this trust shall be
terminated, and each Shareholder of the Company by becoming a Shareholder
shall agree to receive and accept in such case the shares of such new
corporation or association or trust in exchange on the basis aforesaid as a
full and final distributive share of the proceeds in liquidation of such
sale and conveyance, and further agrees that in such case his shares in the
Company shall thereafter have no rights and privileges whatsoever except
the right and privilege of being exchanged for shares of such new
corporation or association or trust on the basis aforesaid;

(p) INVEST CAPITAL. To invest and re-invest the capital or other funds of
this trust in real or personal property of any kind, or in any interest
therein;

(q) ESTABLISH PENSION AND OTHER COMPENSATION PLANS. To establish and
carry out pension, profit-sharing, share bonus, share purchase, share
option, savings, thrift and other retirement, incentive, health, welfare
and benefit plans, trusts and provisions for any or all of the Trustees,
officers, employees, agents and consultants of the Company or of any of
its subsidiaries;

(r) To enter into or become partners or members in joint ventures, general
or limited partnerships, limited liability companies and any other
combinations or associations;

(s) To purchase, acquire, hold, utilize, lease, carry on, sell, exchange
and dispose of any other business or property, rights, or privileges which
may be deemed to be suitable, convenient or profitable for or in connection
with any of the purposes of the Company;

(t) To grant rights or options good for any period of time, including an
unlimited period of time (but not exceeding the duration of the Company) to
purchase from the Company any securities of the Company which have been
authorized but remain unissued or are held in the treasury, at such prices
and on such terms and conditions as may be fixed from time to time by the
Trustees; and to create and issue warrants or other instruments
representing such rights or options in such form as the trustees may
determine;

(u) PERFORM OTHER NECESSARY THINGS. To do each and every thing necessary,
suitable, desirable, convenient or proper for the accomplishment of any of
the purposes or the attainment of any one or more of the objects
hereinbefore enumerated or incidental to the powers herein named and,
without limiting the generality of the foregoing, to deal with the Trust
estate and manage and conduct the business of the trust hereunder as fully
as if the Company were the absolute owner of the Trust estate and in so
doing to execute all contracts, agreements, deeds, covenants and
instruments, and do all such things as the Trustees may deem proper for the
purposes of the Company, whether or not involving action of a kind or
extent legal or customary for a trustee or for the management of trust
funds.

The powers and authority, whether discretionary or otherwise, conferred
upon the Trustees by this Article 8 and elsewhere in this declaration of
trust may be delegated to committees, officers, employees, agents and
representatives of the Company, and shall not be deemed to be mandatory but
shall, together with any and all implied powers and discretions, be exercised
by the Trustees from time to time to the extent deemed to be advantageous to
the Company, and may be exercised either alone or in association with others
and to the same extent and as fully as individuals might or could do as
principals, agents, contractors or otherwise and either alone or in
conjunction with or in partnership with others, and both within and without
The Commonwealth of Massachusetts. The acts of any committee, officers and
agents, within the scope of their respective authorities, shall be as agents
and delegates of the Trustees, and shall be deemed to be the acts of the
Trustees and not of the Shareholders. When authorized by the Trustees,
mortgages, conveyances and other instruments of transfer of real or other
property may be executed by any officer of the Company on behalf of the
Trustees or such of them as are residents of Massachusetts.

THE TRUSTEES


9.
NUMBER AND ELECTION. The persons signing this Declaration of Trust
shall be the original Trustees. At such time as the outstanding shares of
the Company are not wholly owned by Boston Edison Company (the "Transition
Date"), the following provisions shall apply. The number of Trustees shall
be determined from time to time by the Trustees, but shall not be less than
three nor more than sixteen, divided into classes and elected for terms as
set forth below, shall be elected at the annual meeting of the Shareholders
by such Shareholders as have the right to vote at such election. The number
of Trustees may be increased at any time or from time to time to any number
not more than sixteen either by the Shareholders or by the Trustees by vote
of a majority of the Trustees then in office. The number of Trustees may be
decreased to any number not less than three at any time or from time to time
either by the Shareholders or by the Trustees by a vote of a majority of the
Trustees then in office, but only to eliminate vacancies existing by reason
of the death, resignation or removal of one or more Trustees.

The Trustees shall be elected as follows. The Trustees shall be divided
as nearly equally as possible into three classes, with each class to consist
of approximately one-third of the number of Trustees. The first Trustees of
the Company shall consist of the directors of Boston Edison Company divided
into the same three classes. The term of office of the Trustees of the first
class shall continue until the first annual meeting of the Shareholders
following the Transition Date, the term of office of the Trustees of the
second class shall continue until the second annual meeting of the
Shareholders following the Transition Date, and the term of office of the
Trustees of the third class shall continue until the third annual meeting of
the Shareholders following the Transition Date, and, in each case, until
their respective successors are chosen and qualified (unless otherwise
required by law) or until the Trustee sooner dies, resigns or is removed.
At each annual meeting beginning with the first annual meeting of the
Shareholders following the Transition Date, the Trustees elected to succeed
those whose terms expire shall be of one class and shall be elected for a
term which shall continue until the third succeeding annual meeting, and
until a successor shall be elected (unless otherwise required by law) or
until the Trustee sooner dies, resigns or is removed. Any Trustee elected to
fill a vacancy caused by death, resignation or removal shall be elected for a
term which shall coincide with the term of the class of the vacant
trusteeship. Any Trustee elected to fill an additional trusteeship resulting
from an increase in the number of Trustees shall be of the class whose term
continues and shall be elected to serve until the annual meeting of the
Shareholders closest to three years from the date of the increase, and until
a successor shall be elected and qualified (unless otherwise required by law)
or until the Trustee sooner dies, resigns or is removed. The number of
Trustees shall not be increased or decreased at a time when, or to the extent
that, it would result in the Trustees not being divided as nearly equally as
possible into three classes each consisting of approximately one-third of the
number of Trustees. The total number of Trustees need not be an exact
multiple of three. A Trustee may succeed himself or herself. Whenever the
holders of any one or more classes or series of shares of the Company other
than common shares shall have the right, voting separately by class or
series, to elect Trustees at an annual or special meeting of stockholders,
the election, term of office, filling of vacancies and other features of such
trusteeship shall be governed by the terms of such class or series of shares,
and such Trustees shall not be divided into classes pursuant to this Article
9 unless expressly provided by such terms. References in this Article 9 to
an annual meeting of Shareholders shall be deemed to include a special
meeting held in place of an annual meeting. This Article 9 may be amended
only by vote of the holders of 80% of the shares issued and outstanding and
entitled to vote generally in the election of Trustees; provided, however,
that such 80% vote shall not be required for any alteration, amendment or
repeal that has been recommended by 80% of the Trustees then in office.

10. RESIGNATION; VACANCIES; REMOVALS. A Trustee may resign by
presenting his or her resignation in writing at a meeting of the Trustees or
delivering the same at the principal office of the Company, addressed to the
chairman, president or clerk of the Company, and its acceptance by the
Trustees shall not be required unless so stated in the resignation. Any
vacancy in the number of Trustees not required to be filled by the
Shareholders may be filled by the Trustees by vote of a majority of the
remaining Trustees although less than a quorum. Any Trustees so chosen shall
continue in office for the remainder of the full term of the class of
Trustees in which the new trusteeship was created or the vacancy occurred and
until his or her successor, if there be one, is chosen and qualified. The
remaining Trustees may act notwithstanding any vacancy in their numbers.
Except as otherwise provided in this declaration of trust, a Trustee
(including persons elected by the Trustees to fill any vacancies) may be
removed from office: (i) for cause by the vote of the holders of a majority
of the shares issued and outstanding and entitled to vote generally in the
election of Trustees; (ii) without cause by the vote of 80% of the shares
issued and outstanding and entitled to vote generally in the election of
Trustees; or (iii) for cause by vote of a majority of the Trustees then in
office. A Trustee may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him or her.
Except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the Company, no Trustee resigning or
removed shall have any right to any compensation as such Trustee for any
period following his or her resignation or removal, or any right to damages
on account of such removal, whether his or her compensation be by the month
or by the year or otherwise, unless the body acting on the removal, shall in
their or its discretion provide for compensation.

11. VESTING IN NEW TRUSTEES. Upon the resignation or removal of a
Trustee hereunder and upon the election or appointment of a new Trustee
hereunder, such instruments shall be executed, acknowledged and delivered as
the remaining Trustees or the new Trustees shall deem necessary or convenient
for confirming or providing evidence of the vesting of the Trust estate in
the Trustees for the time being who are residents of Massachusetts.
Notwithstanding the failure to execute any conveyance, the Trust estate shall
always (not restricting the same to the above enumerated cases) vest in the Trustees for
the time being hereunder and the Trust estate shall always vest in such
Trustees as are residents of Massachusetts.

12. COMPENSATION. Each Trustee shall receive such reasonable
compensation as the Trustees may determine, and shall not be limited by any
provision of law with regard to the compensation of trustees of an express
trust.

13. UNISSUED SHARES. In particular, and without limiting the generality
of the foregoing, the Trustees may, subject to any requirement of law, at any
time issue all or from time to time any part of the unissued shares of the
Company from time to time authorized and may determine, subject to any
requirements of law, the consideration for which such shares is to be issued
and the manner of allocating such consideration between capital and surplus.
Unless the Trustees otherwise specify, the excess of the consideration for
any share with par value issued by it over such par value shall be paid-in
surplus. The Trustees may allocate to capital stock less than all of the
consideration for any share without par value issued by it, in which case the
balance of such consideration shall be paid-in surplus. All surplus shall be
available for any corporate purpose, including the payment of dividends.

14. DETERMINATION OF CAPITAL AND INCOME. The Trustees shall have power
to determine what constitutes capital or income, what constitutes the income
of the Trust estate for any year or other period, in what manner any expenses
or disbursements are to be allocated between capital and income, and the
amount of the net earnings and of the earned surplus; and every such
determination, whether express or implied in the acts or proceedings of the
Trustees, shall be conclusive and binding upon all persons interested.

15. DIVIDENDS. The Trustees may from time to time in its discretion
declare dividends out of the net earnings of the Trust estate or out of the
earned surplus or capital surplus, payable out of the Trust estate, at any
date fixed by the Trustees, in cash or property, including without limitation
bonds or other obligations of and the shares in the Company, and for that
purpose may capitalize all or any part of the earned surplus; but no
Shareholder shall have any right to any dividends except when and as the same
are declared by the Trustees, and no Trustee or Shareholder, officer, agent
or representative of the Company shall be liable therefor, and any
Shareholder entitled thereto shall look only to the Trust estate for the
payment of any such dividends. The Company shall pay and distribute the said
dividends so declared to the Shareholders according to the number of shares
held by them respectively.

16. FISCAL YEAR; ACCOUNTS. The Trustees may determine the fiscal year
for the Company, and the form in which the accounts of the Company shall be
kept, and may from time to time change the fiscal year or form of accounts.

17. ACTION BY BOARD; QUORUM. The action of the Trustees in respect of
any matter shall be by vote passed by the Trustees at a meeting or by a
written vote without a meeting (with or without notice to the other Trustees)
signed by at least a majority of the Trustees. At any meeting of the
Trustees, six trustees shall constitute a quorum for the transaction of
business, except when the number of Trustees then in office shall be less
than twelve, in which case a majority of the Trustees then in office shall
constitute a quorum. Any meeting may be adjourned from time to time by a
majority of the votes cast on the question, and the meeting may be held as
adjourned without further notice. Except as herein otherwise provided, when a
quorum is present at any meeting a majority of the Trustees in attendance
thereat shall decide any questions before such meeting. Nothing in this
Article 17 shall be construed as limiting the delegation of any power to a
committee of the Trustees.

18. BY-LAWS. The Trustees may by vote of a majority of the Trustees
then in office, make and from time to time amend, add to or rescind by-laws
for the Company (the "By-laws"). The By-laws may, subject to the

provisions of this declaration of trust: (a) fix the fiscal year; (b)
regulate the affairs of the Trustees, including provisions for the nomination
thereof; (c) provide for such committees as the Trustees shall deem
appropriate, including an executive committee which shall be vested with all
of the powers and authorities of the Trustees in the intervals between
meetings of the Trustees; (d) provide for the appointment of a chairman of
the Trustees, a president, one or more vice presidents, a treasurer, a clerk
and such other officers as the Trustees may deem appropriate, and the manner
of their appointment and removal, and their respective powers and duties; (e)
provide for the manner in which documents shall be executed, including share
certificates; (f) provide for the appointment of transfer agents or officers
and registrars, and (g) contain such further provisions relating to the above
matters or otherwise, incidental or in addition to but not inconsistent with
the provisions of this declaration of trust, as the Trustees shall deem
appropriate.

19. CERTIFICATE EVIDENCING VOTES. A certificate signed by the chairman,
the president, the treasurer, the clerk or any assistant or temporary clerk,
or one or more of the Trustees, shall be conclusive evidence, in favor of
every person, firm, association, trust and corporation acting in good faith
in reliance thereon, as to the contents of any vote of the Trustees, or any
committee thereof, or of the Shareholders, and as to all matters in such
certificate contained relating to the meeting, if any, at which any vote is
therein certified to have been passed, including the regularity of the said
meeting and the passage of any vote thereat, and as to all other matters and
things stated in such certificate, and no person, firm, association, trust or
corporation shall be obligated to make any inquiry as to any of the said
matters, or as to the election or appointment of any person acting as a
Trustee at such meeting, or as to the holding of any shares by any person,
firm, association, trust or corporation acting as a Shareholder at such
meeting, or be affected by actual or implied notice of any irregularity
whatsoever therein.

INDEMNIFICATION AND LIMITATION OF LIABILITY

20.
TRUSTEES AND OFFICERS. To the extent legally permissible, each of
the Company's Trustees and officers, as defined in Article 24, shall be
indemnified by the Trust estate against any loss, liability or expense,
including amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees, imposed upon or reasonably incurred by
such person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, in which such person may be
involved or with which such person may be threatened, while in office or
thereafter, by reason of such person's being or having been such a Trustee or
officer, except with respect to any matter as to which such person shall have
been adjudicated in such action, suit or proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best
interests of the Company; provided, however, that as to any matter disposed
of by a compromise payment by such Trustee or officer, pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any
other expenses shall be provided unless such compromise shall be approved as
in the best interests of the Company, after notice that it involves such
indemnification, (i) by a disinterested majority of the Trustees then in
office, or (ii) by a majority of the Disinterested Trustees then in office,
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such Trustee or officer appears to have
acted in good faith in the reasonable belief that his or her action was in
the best interests of the Company, or (iii) by the vote, at a meeting duly
called and held, of the holders of a majority of the shares outstanding and
entitled to vote thereon, exclusive of any shares owned by any interested
Trustee or officer.

21. LIABILITY. No Trustee, officer or agent of the Company shall be
liable except for acts or failures to act which at the time would impose
liability on him or her if this trust were a Massachusetts business
corporation and he or she were a director, officer or agent thereof
respectively. In determining what he or she reasonably believes to be in the
best interests of the Company, a Trustee may consider the interests of the
Company s employees, suppliers, creditors and customers, the economy of the
state, region and nation, community and societal considerations, and the
long-term and short-term interests of the Company, its subsidiaries and its
Shareholders, including the possibility that these interests may best be
served by the continued independence of the

Company. Notwithstanding any provision of law or this Article 21 or any other
provision in this declaration of trust contained, a Trustee shall not be
liable to the Company or any Shareholder for monetary damages for breach of
fiduciary duty as a Trustee except with respect to any matter as to which
such liability is imposed by applicable law and he or she shall have been
adjudicated (i) to have breached his or her duty of loyalty to the Company or
its Shareholders, (ii) to have acted not in good faith, or omitted to act in
good faith, (iii) to have knowingly violated the law or intentionally engaged
in misconduct, or (iv) to have derived any improper personal benefit from a
transaction. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any Trustee for or
with respect to any acts or omissions of such Trustee occurring prior to such
amendment or repeal.

22. BOOKS AND REPORTS. In discharging his or her duties a Trustee or
officer of the Company, when acting in good faith, shall be fully protected
in relying upon the books of account of the Company or of another
organization in which he or she serves as contemplated by Article 24, reports
made to the Company or to such other organization by any of its officers or
employees or by counsel, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees or similar
governing body of such other organization, or upon other records of the
Company or of such other organization.

23. ADVANCE OF EXPENSES. Expenses, including counsel fees, reasonably
incurred by any Trustee or officer with respect to the defense or disposition
of any action, suit or proceeding referred to in Article 20 may be advanced
by the Company prior to the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the recipient
to repay such amount unless it is ultimately determined that he or she is
entitled to indemnification.

24. RIGHTS NOT EXCLUSIVE; DEFINITIONS. The rights of indemnification
provided in Article 20 shall not be exclusive of or affect any other rights
to which any Trustee or officer may be entitled and such rights shall inure
to the benefit of his or her successors, heirs, executors, administrators and
other legal representatives. Such other rights shall include all powers,
immunities and rights of reimbursement which would be allowed under the laws
of The Commonwealth of Massachusetts were the Company a business corporation
organized under such laws. As used in Articles 20, 21, 22 and 23 and this
Article 24, the terms "Trustee" and "officer" include persons who serve at
the request of the Company as directors, officers, or trustees of another
organization in which the Company has any direct or indirect interest as a
shareholder, creditor or otherwise. An "interested" Trustee or officer is
one against whom in such capacity the proceeding in question or another
proceeding on the same or similar grounds is then pending. Nothing contained
in Articles 20, 21, 22 and 23 and this Article 24 shall affect any rights to
indemnification to which Company personnel other than Trustees and officers
may be entitled by contract or otherwise under law. No Trustee shall be
obligated to give any bond or other security for the performance of any of
his or her duties.

25. SHAREHOLDERS. In case any Shareholder shall at any time for any
reason be held to or be under any personal liability solely by reason of his
or her being or having been a Shareholder and not by reason of his or her
acts or omissions as a Shareholder, then such Shareholder (or his or her
heirs, executors, administrators, or other legal representatives) shall be
entitled out of the Trust estate to be held harmless from, and indemnified
against, all loss, liability or expense by reason of such liability.

INTERESTED TRUSTEE, SHAREHOLDERS, AND OFFICERS; RATIFICATION BY SHAREHOLDERS

26.
SHAREHOLDERS, TRUSTEES, OFFICERS AND AGENTS. No agreement, dealing,
relationship or arrangement of any kind with the Company, or with any company
which may be controlled by the Company or in which the Company may have any
interest, in which any Shareholder, Trustee, officer, agent or other
representative of the Company shall have a personal interest shall be void or
voidable or otherwise affected by such interest nor shall

such Shareholder, Trustee, officer, agent or other representative so
interested be liable to account in respect thereof, except such effect or
liability, if any, as would have resulted under the same circumstances had
the Company been a business corporation organized under the laws of The
Commonwealth of Massachusetts. No Trustee, officer, agent or other
representative of the Company shall be precluded, by his or her office, from
acquiring shares or stock in or bonds or other obligations of or from holding
any office or place of profit in the Company or any company in which the
Company shall be interested as stockholder or otherwise. No Shareholder, by
reason of his or her holding such shares, however great in amount, shall be
precluded from holding any office or place of profit hereunder or under any
company in which the Company or the Trustees shall be interested as
stockholder or otherwise.

27. AUTHORIZATION OR RATIFICATION BY SHAREHOLDERS. Regardless of
whether the foregoing provisions have or have not been complied with, any
agreement, dealing, relationship or arrangement entered into by or on behalf
of the Company or by the Trustees, officers, agents or other representatives
of the Company, or by or on behalf of any company in which the Company or the
Trustees shall be interested as stockholder, or otherwise, shall not be
voided by reason of the interest therein of any Shareholder, Trustee,
officer, agent or other representative nor shall any Shareholder, Trustee,
officer, agent or other representative being so interested be liable to
account to the Company or to the Trustees, officers or Shareholders, or
otherwise, for any profit or benefit realized through any such agreement,
dealing, relationship or arrangement by reason of such Shareholder, Trustee,
officer, agent or other representative holding that position or of the
fiduciary relation thereby established, if such agreement, dealing,
relationship or arrangement shall have been authorized or ratified by the
Shareholders or by the stockholders of any such company, as the case may be,
after notice of the fact of the interest therein (including a general
statement of the nature and extent of such interest) of such Shareholder,
Trustee, officer, agent or other representative, except that if such
agreement, dealing, relationship or arrangement was with a Shareholder or
Shareholders the authorization or ratification shall be by a majority vote of
disinterested Shareholders at a meeting.

SHARES OF BENEFICIAL INTEREST

28.
NUMBER; NONASSESSABLE. The entire beneficial interest in the Trust
estate and in all business conducted by the Company and all profits earned by
it shall be, and during the continuance of this trust shall remain, in the
owners from time to time of transferable shares of beneficial interest. The
shares of beneficial interest shall consist of (i) 100,000,000 common shares
all of the same class and each with a par value of one dollar ($1.00), and
(ii) 10,000,000 preferred shares, each with a par value of one dollar ($1.00)
and may be issued from time to time by the Trustees without the necessity of
obtaining the consent of the Shareholders. Subject to the limitations
prescribed by law and the provisions of this declaration of trust, the
Trustees are authorized to issue the preferred shares from time to time in
one or more series, each of such series to have such voting powers, full or
limited, or no voting powers, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as
shall be determined by the Trustees in a resolution or resolutions providing
for the issue of such preferred shares. Subject to the powers, preferences
and rights of any preferred shares, including any series thereof, having any
preference or priority over, or rights superior to, the common shares and
except as otherwise provided by law, the holders of the common shares shall
have and possess all powers and voting and other rights pertaining to the
shares of this Company and each common share shall be entitled to one vote.
All shares issued and to be issued shall be fully paid and nonassessable
except to the extent otherwise specifically provided in the certificates
representing such shares. In any issue of common shares, fractional shares
may be issued if authorized by the Trustees; and in lieu thereof the Trustees
may issue transferable or nontransferable instruments representing or
relating to fractional interests (on such terms and in such form as the
Trustees shall determine) and may appoint an exchange agent or exchange
agents to assist Shareholders in buying or selling such fractional interests.

29. SHARES PERSONAL PROPERTY; TRUST ONLY. Shares shall be personal
property entitling the holders only to the rights and interest in the Trust
estate set forth in these presents, and it is expressly declared and agreed
by and between the Shareholders, Trustees and officers of the Company that a
trust and not a partnership is deemed to be created by this instrument and
that irrespective of whether any different status may be held to exist as far
as others are concerned, nevertheless as between the said Shareholders,
Trustees and officers the Shareholders shall be deemed to hold only the
relationship of CESTUIS QUE TRUSTENT to the Trustees, with only such rights
as are conferred upon them as such CESTUIS QUE TRUSTENT hereunder.

30. RIGHTS OF SHAREHOLDERS; LIMITATION ON RIGHTS OF ACTION. No
Shareholder shall have or acquire at any time any interest in any specific
property, real or personal, at any time forming part of the Trust estate, or
any right to any division or partition thereof or any other rights with
reference thereto, except to have said property dealt with as herein
provided, to receive dividends therefrom, as herein provided, and to share in
the distribution of the cash proceeds thereof, or distributions in kind, or
both, upon the termination of the trust, as herein provided. No action may
be brought by a Shareholder on behalf of the Company unless a prior demand
regarding such matter has been made on the Trustees and the Shareholders of
the Company.

31. ADDITIONAL SHARES. Additional common shares may be authorized from
time to time by a majority vote of the Shareholders at a meeting. Such
additional common shares shall rank equally and be in all respects identical
with the common shares originally authorized and may be issued from time to
time by the Trustees without the necessity of obtaining the consent of the
Shareholders.

32. PREFERRED SHARES. Additional preferred shares may be authorized
from time to time by vote, at a meeting duly called and held, of the holders
of two-thirds of the shares outstanding and entitled to vote thereon, and
such additional shares may be issued in one or more classes and in one or
more series within a class and shall have such voting powers, full or
limited, or no voting powers, participating, optional or other special
rights, and such qualifications, limitations or restrictions thereof, as
shall be determined in the vote authorizing them or by the Trustees pursuant
to authority granted to it by such vote or as provided in Article 29.

33. ALL OTHER CHANGES IN SHARES. Any authorized shares, whether issued
or unissued, may, by vote, at a meeting duly called and held, of the holders
of a majority of the shares outstanding and entitled to vote thereon, be
changed by increasing or decreasing their par value, be reduced in number, be
changed into the same or a different number of shares of any class or classes
with or without par value, or be classified or reclassified. In connection
with any of the foregoing, the Trustees may increase, decrease or adjust the
capital accounts of the Company.

34. CONSIDERATION FOR ISSUE. Unless otherwise prescribed by vote of the
Shareholders, all shares may be issued for money, services or property
(including other shares of the Company at the time outstanding), or as a
distribution to Shareholders, and upon such terms as to valuation of shares,
services or property and otherwise, as the Trustees may in its absolute
discretion determine.

35. NO PREEMPTIVE OR PREFERENTIAL RIGHTS OF SUBSCRIPTION. No holder of
shares of any class and no holder of other securities of the Company,
convertible or otherwise, shall have any preemptive or preferential right of
subscription to, or purchase of, any securities of the Company.

36. TREASURY SHARES. Shares in the Company acquired by the Company may
be canceled and the number of shares issued may thereby be reduced, or such
shares may be held in the treasury and be disposed of by the Company, when
authorized by the Trustees, as the trustees may from time to time determine;
but such shares while so held in the treasury shall not be entitled to any
voting rights or to any dividends and shall not be
deemed outstanding in computing proportions or percentages of shares
hereunder or for any other purpose hereof. Shares canceled pursuant to this
Article 36 shall have the status of authorized but unissued shares.

37. TRANSFER BOOKS. A register or registers shall be kept under the
direction of the Trustees, which shall contain the names and addresses of the
Shareholders and the number and kind of shares held by them respectively and
a record of all transfers thereof. No Shareholder shall be entitled to
receive payment of any dividend declared, nor to have any notice given to him
or her as herein provided, until he or she has given his or her address to
the transfer agent, or such other officer or agent of the Company as shall
keep the said register, for entry thereon.

38. TRANSFER AGENT. The Company, when authorized by the Trustees, may
employ in the City of Boston or in any other cities the Trustees may
designate a transfer agent or transfer agents and a registrar or registrars.
The transfer agent or transfer agents shall keep the said registers and
record therein the transfers of any of the said shares and countersign
certificates of shares issued to the persons entitled to the same. The
transfer agents and registrars shall perform the duties usually performed by
transfer agents and registrars of certificates of stock in a corporation,
except as modified by the Trustees.

39. SHARE CERTIFICATES. No certificates certifying the ownership of
shares need be issued unless the Trustees otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate for the
issuance of share certificates, the form thereof, and similar matters.

40. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES. In the event the
Trustees authorize the issuance of share certificates, a new certificate may
be issued to replace any certificate previously issued, on satisfactory
evidence that the said certificate previously issued has been worn out,
mutilated, lost or destroyed and on such terms, if any, as to indemnity and
otherwise, as the Trustees shall deem proper.

41. TRANSFER OF SHARES. Every transfer of any certificated shares
(otherwise than by operation of law) shall be signed by the transferor or by
his or her agent thereunto duly authorized in writing, and upon delivery
thereof to the Company or a transfer agent of the Company, accompanied by the
existing certificate for such shares and such evidence of the genuineness of
such transfer, authorization and other matters as may reasonably be required,
shall be recorded in the register, and a new certificate therefor shall be
issued to the transferee, and in case of a transfer of only a part of the
shares represented by any certificate a new certificate for the residue
thereof shall be issued to the transferor. A Shareholder of record shall be
deemed to be the holder of the share or shares represented thereby for all
purposes hereof, and neither the Trustees nor any transfer agent or registrar
nor any officer or agent of the Company shall be affected by any notice of a
transfer until due presentment of the certificate for such shares or shares
for registration of transfer. The Trustees may determine from time to time
procedures for the transfer of uncertificated shares.

42. TRANSFERS BY OPERATION OF LAW. Any person becoming entitled to any
shares in consequence of the death, bankruptcy or insolvency of any
Shareholder, or otherwise by operation of law, shall be recorded in the
register as the holder of the said shares, and receive a new certificate for
the same, upon production of the proper evidence thereof and delivery of the
existing certificate to the Company or a transfer agent of the Company.
Until such production of evidence and delivery of the existing certificate,
the Shareholder of record shall be deemed to be the holder of such shares for
all purposes hereof, and neither the Trustees nor any transfer agent or
registrar nor any officer or agent of the Company shall be affected by any
notice of such death, bankruptcy, insolvency or other event. The Trustees
may determine from time to time procedures for the transfer by operation of
law of uncertificated shares.

43. JOINT OWNERS. Any two or more persons in whose names any share is
registered shall be treated as joint owners of the entire interest therein,
and no entry shall be made in the register or in any certificate that any
person is entitled to any future, limited or contingent interest in any
share. However, any person registered as a holder of any share may, subject
to the provisions hereinafter contained, be described in the register or in
any certificate as a trustee or fiduciary of any kind, and appropriate words
may be added to the description to identify such trust.

44. NO DUTY TO EXAMINE INTO TRUSTS, PLEDGES, ETC., TO WHICH SHARES ARE
SUBJECT. The Company shall not, nor shall the Trustees or the Shareholders or
any officer of the Company or any transfer agent or other agents of the
Company, or the Trustees, be bound to take notice or be affected by notice of
any trust, whether express, implied or constructive, or of any charge, pledge
or equity to which any of the said shares or the interest of any of the
Shareholders in this trust may be subject, or to ascertain or inquire whether
any sale or transfer of any such shares or interest by any such Shareholder
or his or her personal representatives is authorized by such trust, charge,
pledge or equity, or to recognize any person as having any interest therein,
except the persons registered as such Shareholders. The receipt of the
person in whose name any share is registered, or, if such share is registered
in the names of more than one person, the receipt of any one of such persons,
or the receipt of the duly authorized agent of any such person, shall be a
sufficient discharge for all dividends and other money and for all shares,
bonds, obligations and other property payable, issuable or deliverable in
respect of such share and from all liability to see to the application
thereof.

MEETINGS OF SHAREHOLDERS

45.
ANNUAL MEETING. An annual meeting of the Shareholders shall be held
on the last Tuesday of April in every year, or on such other date as the
Trustees or the chairman or the president may from time to time fix, at the
principal office of the Company or at such other place in Massachusetts as
may be designated by the Trustees, the chairman or the president, for the
purpose of electing Trustees and for such other purposes as may be prescribed
by law and hereby or as may be specified in the notice by the Trustees or by
the chairman or by the president of the Company. If such annual meeting is
omitted on the day herein provided for, a special meeting may be held in lieu
thereof, and any business transacted or election held at such special meeting
shall have the same effect as if transacted or held at such annual meeting.

46. SPECIAL MEETINGS. The Trustees, chairman or president of the
Company may, whenever any of them think fit, call or direct any officer of
the Company to call a special meeting of the Shareholders to be held at the
principal office of the Company or, in their discretion, at any other place
in Massachusetts, and such special meeting shall be so called by the clerk,
or in the case of the death, incapacity or refusal of the clerk, by another
officer, upon written application of one or more Shareholders who hold at
least forty percent in interest of the shares entitled to vote at such
special meeting.

47. PRESIDING OFFICER. The chairman or, if there is no chairman or the
chairman is absent, the president shall preside at every meeting of the
Shareholders, but if neither the chairman nor the president is present at the
commencement of the meeting or, being present, shall not be willing to
preside, the Shareholders present in person or by proxy shall choose the
chairman of such meeting.

48. BUSINESS TO BE TRANSACTED. At any annual or special meeting of
Shareholders, no business shall be transacted other than such as is referred
to in the notice of the meeting.

49. NOTICES. A written or printed notice of each meeting of the
Shareholders, whether annual or special, specifying the time, place and
purposes thereof, shall be given as hereinafter provided by the clerk or any
assistant clerk or by an officer designated by the Trustees to each of the
Shareholders entitled to vote thereat at least seven

(7) days (including Sundays and holidays) before such meeting. Every notice
to any Shareholder required or provided for herein may be given to him or her
personally or by mailing it to him or her, postage prepaid, at his or her
address specified in the records of the Company. Notice shall be deemed to
have been given at the time when it is so mailed. In respect of any share
held jointly by several persons, notice so given to any one of them shall be
sufficient notice to all of them. Any notice so sent to the address of any
Shareholder shall be deemed to have been duly sent in respect of any such
share whether held by him or her solely or jointly with others,
notwithstanding he or she be then deceased or be bankrupt or insolvent or
legally incompetent, and whether the Trustees or any person sending such
notice have knowledge or not of his or her death, bankruptcy or insolvency or
legal incompetence, until some other person or persons shall be registered as
holders. The certificate of the person or persons giving such notice shall
be sufficient evidence thereof, and shall protect all persons acting in good
faith in reliance on such certificate. Whenever notice of meeting is
required to be given to a Shareholder under any provision of Massachusetts
law applicable to the Company or of this declaration of trust, a written
waiver thereof, executed before or after the meeting by such Shareholder or
Shareholder s attorney thereunto authorized and filed with the records of the
meeting, shall be deemed equivalent to such notice.

50. VOTING; QUORUM. At all meetings every Shareholder shall, subject to
the provisions of Article 53, have one vote for each share held by him or her
and may vote at any meeting or any adjournment or adjournments thereof in
person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the clerk or other
person responsible to record the proceedings of the meeting before being
voted; and, except as otherwise provided herein, the holders of a majority of
all the shares issued and outstanding and entitled to vote shall constitute a
quorum for the transaction of business. The placing of a shareholder's name
on a proxy pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such shareholders shall constitute
execution of such proxy by or on behalf of such shareholder. Shares owned
directly or indirectly by the Company, if any, shall not be deemed
outstanding for this purpose, and the Company shall not, directly or
indirectly, vote any share of its own shares. When any share is held jointly
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such share, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies
so present disagree as to any vote to be cast, such vote shall not be
received in respect of such share. If the holder of any share is a minor or
a person of unsound mind, or subject to guardianship or to the legal control
of any other person as regards the charge or management of such share, he or
she may vote by his or her guardian or such other person appointed or having
such control, and such vote may be given in person or by proxy. No ballot
shall be required for any election unless requested by a Shareholder present
or represented at the meeting and entitled to vote in the election.

51. ADJOURNMENT OF MEETING. Any meeting (or portion thereof) may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting (or portion
thereof) may be held as adjourned without further notice.

52. REQUISITE VOTE TO ACT. Except as otherwise herein provided, when a
quorum is present at any meeting, a plurality of votes properly cast for
election to any office shall elect to such office, and a majority of the
shares represented at the meeting and entitled to vote upon any question
properly brought before the meeting shall decide such question. Provisions
hereunder for a majority vote of Shareholders at a meeting mean a vote of the
holders of a majority of those shares entitled to vote thereon which are
represented in person or by proxy at such meeting.

53. RECORD DATE FOR VOTING, DIVIDENDS AND OFFERINGS. For the purpose of
determining the Shareholders who are entitled to vote or act at any meeting
or any adjournment thereof, or who are entitled to receive payment of any
dividend or of any other distribution or offering, the trustees may from time
to time fix in advance a time, which shall be not more than sixty (60) days before the date of any meeting
of Shareholders or the date for the payment of any dividend or of any other
distribution or the date of the offering, as the record date for determining
the Shareholders having the right to notice of and to vote at such meeting
and any adjournment thereof or the right to receive such dividend or
distribution or such offering, and in such case only Shareholders of record
on such record date shall have such right, notwithstanding any transfer of
shares on the books of the Company after the record date; or without fixing
such record date the Trustees may for any of such purposes close the register
or transfer books for all or any part of such period. If no record date is
fixed and the transfer books are not closed, (i) the record date for
determining Shareholders having the right to notice of or to vote at a
meeting of Shareholders shall be at the close of business on the date next
preceding the day on which notice is given, and (ii) the record date for
determining Shareholders for any other purpose shall be at the close of
business on the day on which the Trustees acts with respect thereto.

DURATION AND TERMINATION OF TRUST;
COMBINATION; AMENDMENTS

54. DURATION OF TRUST. Unless terminated as provided in Article 8(o) or
Article 56, this trust shall continue without limitation of time.

55. DEATH OF SHAREHOLDER OR TRUSTEE NOT TO TERMINATE TRUST. The death
of a Trustee hereunder or of a Shareholder or the dissolution of a
Shareholder hereunder during the continuance of this trust shall not operate
to terminate this trust, nor shall it entitle the legal representatives of
any such Trustee or Shareholder to an accounting or to take any action in the
courts or otherwise.

56. TERMINATION; COMBINATION; AFFILIATION. Except as provided in
Article 57 below, the Trustees may terminate this trust at any time, or may
cause the Company to be merged, combined, consolidated or otherwise
affiliated with another trust, association, company, corporation or other
entity, if such termination, merger, combination, consolidation, or
affiliation has been authorized by vote, at a meeting duly called and held,
of the holders of two-thirds of the shares outstanding and entitled to vote
thereon or has been authorized pursuant to Article 8(o). Such termination,
merger, combination, consolidation or affiliation shall become effective only
upon presentation to the Trustees, as required by Article 59, of the
counterpart of the certificate referred to in said Article 59, or at such
later time as may be specified in the vote effecting such action. In
respect of any such merger, combination, consolidation or affiliation (other
than as provided in Article 8(o)), the agreement in respect thereof shall
confer on the holders of all shares of the Company who dissent from such
transaction within the time and in the manner provided in the Massachusetts
statute applicable to business corporations, substantially those rights they
would have if the Company were at the time a Massachusetts business
corporation. Such rights shall be the Shareholders' exclusive remedy in
respect of such holders' dissent from any such actions.

57. CERTAIN TRANSACTIONS.

A. HIGHER VOTE FOR CERTAIN BUSINESS TRANSACTIONS. In addition to any
affirmative vote required by law or otherwise in this declaration of
trust, and except as otherwise expressly provided in Section C of this
Article 57:

(1) any merger or consolidation of the Company or any Subsidiary (as
hereinafter defined) with (a) any Interested Shareholder (as
hereinafter defined) or (b) any other company (whether or not itself
an Interested Shareholder) which is or after such merger or
consolidation would be an Affiliate (as hereinafter defined) or
Associate (as hereinafter defined) of an Interested Shareholder; or


(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or
with any Interested Shareholder or any Affiliate or Associate of any
Interested Shareholder involving any assets or securities of the
Company, any Subsidiary or any Interested Shareholder or any Affiliate
or Associate of any Interested Shareholder having an aggregate Fair
Market Value (as hereinafter defined) in excess of 5% of the total
consolidated book value of the total assets of the Company and its
Subsidiaries as of the end of the Company s most recent fiscal year
prior to the time the determination is made; or

(3) the adoption of any plan or proposal for the termination,
liquidation or dissolution of the Company proposed by or on behalf of
an Interested Shareholder or any Affiliate or Associate of any
Interested Shareholder; or

(4) any reclassification of securities (including any reverse stock
split) or recapitalization of the Company or any merger or
consolidation of the Company with any of its Subsidiaries or any other
transaction (whether or not with or otherwise involving an Interested
Shareholder) that has the effect, directly or indirectly, of
increasing the proportionate share of any class or series of Capital
Stock (as hereinafter defined), or any securities convertible into
Capital Stock or into equity securities of any Subsidiary, that is
beneficially owned by any Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder; or

(5) any tender offer or exchange offer made by the Company for shares
of Capital Stock which may have the effect of increasing an Interested
Shareholder s percentage beneficial ownership (as hereinafter defined)
so that following the completion of the tender offer or exchange offer
the Interested Shareholder s percentage beneficial ownership of the
outstanding Capital Stock may exceed 110% of the Interested
Shareholder s percentage beneficial ownership immediately prior to the
commencement of such tender offer or exchange offer; or

(6) any agreement, contract or other arrangement providing for any
one or more of the actions specified in the foregoing clauses (1) to
(5);

shall require the affirmative vote of the holders of Voting Shares (as
hereinafter defined) representing shares equal to the sum of (i) a majority
of the then outstanding Voting Shares, excluding Voting Shares of which
such Interested Shareholder is the beneficial owner, plus (ii) the number
of Voting Shares of which such Interested Shareholder is the beneficial
owner, voting together as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or any agreement with any
national securities exchange or otherwise.

B. DEFINITION OF "BUSINESS TRANSACTION". For the purposes of this Article
57 the term "Business Transaction" shall mean any transaction that is
referred to in any one or more of clauses (1) through (6) of Section A
of this Article 57.

C. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section A of this
Article 57 shall not be applicable to any direct or indirect purchase
or other acquisition by the Company or any Subsidiary of any shares of
Capital Stock from an Interested Shareholder. The provisions of
Section A of this Article 57 shall also not be applicable to any
particular Business Transaction involving an Interested Shareholder,
and such Business Transaction shall require only such affirmative
vote, if any, as is required by law or by any other provision of this
declaration of trust if the Business Transaction shall have been
approved by a majority of the Disinterested Trustees (whether such
approval is made prior to or subsequent to the acquisition of beneficial ownership of the Voting Shares that caused the
Interested Shareholder to become an Interested Shareholder).

D. CERTAIN DEFINITIONS. For purposes of this Article 57:

(1) The term "Capital Stock" shall mean all the shares of
beneficial interest of the Company authorized to be issued
from time to time under Article 29 of this declaration of
trust.

(2) The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group
comprised of any person and any other person with whom such
person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or
disposing of Capital Stock.

(3) The term "Interested Shareholder" shall mean any person
(other than the Company or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee
benefit plan of the Company or any Subsidiary or any trustee
of or fiduciary with respect to any such plan when acting in
such capacity) who or which (a) is the beneficial owner of
Voting Shares representing 5% or more of the votes entitled
to be cast by the holders of all then outstanding Voting
Shares; or (b) is an Affiliate of the Company and at any
time within the two-year period immediately prior to the
date in question was the beneficial owner of Voting Shares
representing 5% or more of the votes entitled to be cast by
the holders of all the outstanding Voting Shares.

(4) A person shall be a "beneficial owner" of any Capital
Stock (a) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; (b)
which such person or any of its Affiliates or Associates
has, directly or indirectly, (i) the right to acquire
(whether such right is exercisable immediately or subject
only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any
agreement, arrangement or understanding; or (iii) which is
beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing
of any shares of Capital Stock. For the purposes of
determining whether a person is an Interested Shareholder
pursuant to paragraph 3 above, the number of shares of
Capital Stock deemed to be outstanding shall include shares
deemed beneficially owned by such person through application
of this paragraph 4, but shall not include any other shares
of Capital Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

(5) An "Affiliate" of a specified person is a person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control
with, the person specified.

(6) The term "Associate" used to indicate a relationship
with any person means (a) any company (other than the
Company or any Subsidiary) of which such person is an
officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity
securities, (b) any trust or other estate in which such
person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary
capacity, and (c) any relative or spouse of such person, or
any relative of such spouse, who has the same home as such
person or who is a Trustee or officer of the Company or any
of its parents or subsidiaries.

(7) The term "Subsidiary" means any company of which a
majority of any class of equity security is beneficially
owned by the Company, PROVIDED, HOWEVER, that for the
purposes of the definition of Interested Shareholder set
forth in paragraph 3 above and the definition of Associate
set forth in paragraph 6 above, the term "Subsidiary" shall
mean only a company of which a majority of each class of
equity security is beneficially owned by the Company.

(8) The term "Disinterested Trustee" means any Trustee who
is not an Affiliate or Associate or representative of the
Interested Shareholder and was a Trustee prior to the time
that the Interested Shareholder became an Interested
Shareholder, and any Trustee who is a successor of a
Disinterested Trustee, is not an Affiliate or Associate or
representative of the Interested Shareholder and is
recommended or elected to succeed the Disinterested Trustee
by a majority of the Disinterested Trustees.

(9) The term "Fair Market Value" means (a) in the case of
cash, the amount of such cash, (b) in the case of stock, the
highest closing sale price during the 30-day period
immediately preceding the date in question of a share of
such stock on the Composite Tape for New York Stock Exchange
Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to
a share of such stock during the 30-day period immediately
preceding the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations System or
any similar system then in use, or if no such quotation is
available, the fair market value on the date in question of
a share of such stock as determined by a majority of the
Disinterested Trustees in good faith; and (c) in the case of
property other than cash or stock, the fair market value of
such property on the date in question as determined in good
faith by a majority of the Disinterested Trustees.


(10) The term "Voting Shares" means all Capital Stock which
by its terms may be voted generally in the election of
Trustees of the Company.

E. POWERS OF THE DISINTERESTED TRUSTEES. A majority of the Disinterested
Trustees shall have the power and duty to determine for purposes of
this Article 57, on the basis of information known to them after
reasonable inquiry, (1) whether a person is an Interested Shareholder,
(2) the number of shares of Capital Stock or other securities
beneficially owned by any person, (3) whether a person is an Affiliate
or Associate of another, and (4) whether the assets that are the
subject of any Business Transaction have, or the consideration to be
received for the issuance or transfer of securities by the Company or
any Subsidiary in any Business Transaction has, an aggregate Fair
Market Value in excess of the amount set forth in clause (2) of
Section A of this Article 57. Any such determination made in good
faith shall be binding and conclusive for all the purposes of this
Article 57.

F. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS. Nothing
contained in this Article 57 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.

G. ALTERATION, AMENDMENT, REPEAL. Notwithstanding any other provisions
of this declaration of trust (and notwithstanding the fact that a
lesser percentage or separate class vote may be specified by law or
this declaration of trust), the affirmative vote of the holders of 80%
of the then outstanding Voting Shares shall be required to alter,
amend or repeal this Article 57; PROVIDED, HOWEVER, that this Section
G shall not apply to, and such 80% vote shall not be required for, any
alteration, amendment or repeal recommended by a majority of the
Disinterested Trustees.

58. AMENDMENTS. The declaration of trust may be altered, amended, added
to or rescinded by an instrument in writing signed by a majority of the
Trustees, if the same has been authorized by majority vote of the
Shareholders at a meeting, and such other vote, if any, as may be required by
the rights or preferences relating to any class or series of shares; provided
that if such alteration, amendment, addition or rescission shall in the
judgment of the Trustees be of a fundamental character it shall require
authorization by vote, at such a meeting, of the holders of a majority of the
shares outstanding and entitled to vote thereon; and provided further that
any alteration, amendment, addition or rescission of any provision requiring
a vote of the holders of a specified percentage of the shares shall be only
by vote of the holders of such percentage; and provided further that the
provisions of Articles 3 and 4 exempting from personal liability the
Shareholders, Trustees, officers, agents and other representatives of the
Company may be amended only by unanimous vote of the holders of all shares
entitled to vote at the time such vote is taken and such amendment shall take
effect only prospectively. Such alteration, amendment, addition or
rescission shall become effective at such time as may be specified in the
vote effecting such action. Notwithstanding anything preceding in this
Article to the contrary but subject to the provisions of Article 57, the vote
of the holders of 80% of the shares issued and outstanding and entitled to
vote generally in the election of Trustees shall be required for any
alteration, amendment or repeal of Articles 9 and 10; provided, however, that
such 80% vote shall not be required for any alteration, amendment or repeal
adopted or recommended by 80% of the Trustees then in office. Amendments for
the purpose of changing the name of the Company or of supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained in this declaration of trust shall not
require authorization by vote of the Shareholders.

59. CERTIFICATE OF TERMINATION OR AMENDMENT. In case this trust shall
be terminated or any merger, combination, consolidation or affiliation shall
be effected, or any of the terms, powers and provisions herein contained
shall be altered, amended, added to or rescinded, pursuant to the provisions
of Article 8(o), Article 56 or Article 58 or other authority, a certificate
in any number of counterparts deemed desirable, setting forth such

termination, alteration, amendment, addition or rescission or the terms of
such merger, combination, consolidation or affiliation and either that the
Shareholders have authorized the same in accordance with the provisions of
said Article 8(o), Article 56 or Article 58, or the other authority pursuant
to which the same has been made, shall be signed by the chairman or president
and by the clerk or any assistant clerk and shall be acknowledged by either
the chairman or president signing the same and shall be recorded or filed in
the various public offices, if any, in which this declaration of trust is
then recorded or filed and at the principal office of the Company and in such
places as may be required by law, but failure to record or file any such vote
or resolution shall not affect the validity thereof.

60. DISPOSITION OF TRUST ESTATE ON TERMINATION. Upon the termination of
this trust the Trustees shall, upon such terms as shall be determined by the
Trustees, sell and convert into money or into shares, bonds or other
securities or obligations, whether of the purchaser or otherwise, the whole
or any part of the Trust estate and shall apportion the proceeds thereof and
any property forming part of the Trust estate excepted from such sale among
all the Shareholders in accordance with their respective rights ratably
according to the number and kind of shares held by them respectively. In
making any sale under this provision the Trustees shall have power to sell by
public auction or private contract and to buy in or rescind or vary any
contract of sale and to resell, without being answerable for loss, and for
the said purposes to execute or cause to be executed all proper deeds and
instruments and to do all proper things. The Trustees may, after the
distribution of the full amounts of money, if any, due upon liquidation or
termination on any preferred shares of any class or series which may be
outstanding, divide the whole or any part of the remaining Trust estate in
its actual state of investment among the Shareholders in accordance with
their respective rights ratably according to the number and kind of shares
held by them respectively, and for such purposes the Trustees shall have
power to determine the values of the property comprising said remaining Trust
estate.


MISCELLANEOUS

61.
FILING. This instrument and any amendment hereto shall be filed
with the Secretary of The Commonwealth of Massachusetts and in such other
places as may be required under the laws of The Commonwealth of Massachusetts
and may also be filed or recorded in such other places as the Trustees deem
appropriate. Unless any such amendment sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
filing with the Secretary of The Commonwealth of Massachusetts. A restated
declaration of trust, integrating into a single instrument all of the
provisions of this instrument which are then in effect and operative, may be
executed from time to time by the Trustees and shall, upon filing with the
Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may hereafter be referred to in lieu of this
instrument and the various amendments thereto.

62. PROTECTION OF COMPANY, STOCK OF WHICH HELD BY TRUST. No corporation,
trust, association or body politic shall be affected by notice that any of
its shares or bonds or other securities or obligations are subject to this
trust or be bound to see to the execution of this trust or to ascertain or
inquire whether any transfer of any such shares, bonds or securities or
obligations by the Company is authorized, notwithstanding such authority may
be disputed by some other person, firm, association, trust or corporation.

63. AUTHORITY OF THE TRUSTEES TO CONSTRUE TERMS HEREOF. The Trustees
shall have the authority to construe any of the terms, powers and provisions
herein contained and to act on any such construction, and its construction of
the same and any action taken pursuant thereto by the Trustees, or any
committee, officer or agent in good faith shall be final and conclusive.

64. EFFECT OF CAPTIONS AND TABLE OF CONTENTS. The captions and Table of
Contents are inserted for convenience of reference, and are not to be taken
as any part of this instrument or to control or affect the meaning,
construction or effect of the same.

65. COUNTERPARTS. This instrument may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument,
which shall be sufficiently evidenced by any such original counterpart.

66. GOVERNING LAW. This instrument is executed by the original Trustees
and delivered in The Commonwealth of Massachusetts, and with reference to the
statutes and law thereof, and the rights of all parties and the construction
and effect of every provision hereof shall be subject to and construed
according to the statutes and law of said Commonwealth.

67. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. The provisions of
this instrument are severable, and if the Trustees shall determine, with the
advice of counsel, that any of such provisions would be inconsistent with any
of the conditions necessary for qualification of the Company as an exempted
holding company within the meaning of the Public Utility Holding Company Act
of 1935, as amended, and the rules and regulations thereunder or is
inconsistent with other applicable laws and regulations, such provision shall
be deemed never to have constituted a part of this instrument, provided that
such determination shall not affect any of the remaining provisions of this
instrument or render invalid or improper any action taken or omitted prior to
such determination. If any provision of this instrument shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or
any other provision of this instrument in any jurisdiction.

IN WITNESS WHEREOF we have hereunto set our hands and seals at Boston in
The Commonwealth of Massachusetts on the date first above mentioned.


[SEAL] /s/ Thomas J. May
------------------------
Thomas J. May


[SEAL] /s/ James J. Judge
------------------------
James J. Judge


[SEAL] /s/ Theodora S. Convisser
------------------------
Theodora S. Convisser

 

 

NSTAR

 

CERTIFICATE OF AMENDMENT

TO

DECLARATION OF TRUST

 

 

APRIL 30, 2009

The undersigned, being the majority of the Board of Trustees for the time being of NSTAR, established by a Declaration of Trust dated April 20, 1999, as amended April 28, 2005, do hereby certify that, by vote of the majority of Shareholders of the Company adopted on April 30, 2009, said Declaration has been amended as follows:

Section 52 of the Company’s Declaration of Trust be and hereby is amended to read as follows in its entirety:

"52.  Requisite Vote to Act.  A nominee for Trustee shall be elected as a Trustee if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that Trustees shall be elected by a plurality of the votes cast at any meeting of Shareholders for which (i) the clerk of the Company receives a notice that a Shareholder has nominated a person for election as a Trustee in compliance with the advance notice requirements for Shareholder nominees for Trustee set forth in the Bylaws of the Company and (ii) such nomination has not been withdrawn by such Shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the Shareholders.  Except as otherwise herein provided, when a quorum is present at any meeting, a majority of the shares represented at the meeting and entitled to vote upon any question (other than the election of trustees) properly brought before the meeting shall decide such question.  Provisions hereunder for a majority vote of Shareholders at a meeting mean a vote of the holders of a majority of those shares entitled to vote thereon which are represented in person or by proxy at such meeting."

The undersigned Trustees further certify that the aforesaid amendment has been effected with the consent on April 30, 2009 of the required vote of the majority of the Shareholders of NSTAR, pursuant to the provisions of Section 58 of said Declaration of Trust.

The undersigned Trustees further certify that the Amended Declaration of Trust attached hereto and incorporated herein as Exhibit A is a true copy of said Amended Declaration of Trust, including the amendment certified herein, through the date of hereof.

IN WITNESS WHEREOF, the majority of the Trustees under said Declaration of Trust do hereto execute this instrument as of the 30th day of April, 2009.

 

/s/  GARY L. COUNTRYMAN_

/s/  THOMAS J. MAY__________

Gary L. Countryman

Thomas J. May

 

/s/  DANIEL DENNIS________

/s/  SHERRY H. PENNEY_______

Daniel Dennis

Sherry H. Penney

 

/s/  THOMAS G. DIGNAN, JR.

/s/  WILLIAM C. VAN FAASEN _

Thomas G. Dignan, Jr.

William C. Van Faasen

 

/s/  MATINA S. HORNER____

/s/  GERALD L. WILSON__ ____

Matina S. Horner

Gerald L. Wilson

 

/s/   PAUL A. LA CAMERA__

Paul A. La Camera