EVERSOURCE ENERGY — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-01-27

Reporting Person: MAY THOMAS J (President, CEO & Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Shares, $5.00 par value	F	34011	$42.43	Disposed	266379	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	63384	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (855725)	855725	Direct

Footnotes

F1: Disposition of deferred shares to satisfy tax withholding obligations upon distribution of deferred shares and dividend equivalent thereon.

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 Compensation 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.

F5: The number of phantom shares has been adjusted to reflect an adjustment received from the NU Deferred Compensation Plan's record keeper. There was no sale, transfer or other disposition of phantom shares.