EVERSOURCE ENERGY — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-02-04

Reporting Person: NOLAN JOSEPH R JR (SVP-Corporate Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Shares, $5.00 par value	A	4800	—	Acquired	59505	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	15106	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (48984)	48984	Direct

Footnotes

F1: Grant of restricted share units (RSUs) which vests in three equal portions on February 4, 2015, 2016, and 2017. Restricted share units are distributable in Northeast Utilities common shares on a one-for-one basis. RSU holders are entitled to receive dividend equivalents, exempt from line item reporting under SEC Rule 16a-11, to the same extent dividends are paid on common shares.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the plan's record keeper.

F4: Reporting Person's deferred compensation under the NSTAR Deferred Plan which was merged into the NU Deferred Compensation Plan effective January 1, 2014, which deferred compensation is nominally invested as common shares. Each phantom share represents the right to receive one NU Common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend equivalents exempt from the line item reporting under SEC Rule 16a-11.