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EVERSOURCE ENERGY Director's Dealing 2014

Feb 5, 2014

30196_dirs_2014-02-04_2c63e051-6e62-43d6-86d2-ca1b2c2c0e42.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-01-31

Reporting Person: McHale David R (EVP and Chief Admin Off)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-01-31 Phantom Shares $ A 224 Acquired Common Shares, $5.00 par value (224) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares, $5.00 par value 165697 Direct
Common Shares, $5.00 par value 6967 Indirect

Footnotes

F1: Includes restricted share units and dividend equivalents thereon.

F2: 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.

F3: Reporting Person's deferred compensation under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that is nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.

F4: Matching contributions on Reporting Person's deferred compensation contributions under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that are nominally invested as common shares. Each phantom share represents the right to receive cash value of one NU common share upon a distribution event, following vesting.

F5: The price in Column 8 is a weighted average price. These matching shares were determined at prices per share ranging from $40.26 to $44.37, inclusive. The Reporting Person undertakes to provide to Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares determined at each price within the range.