EVERSOURCE ENERGY — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-21	Common Shares, $5.00 par value	M	6560	$24.74	Acquired	63249	Direct
2014-01-21	Common Shares, $5.00 par value	M	13995	$25.93	Acquired	77244	Direct
2014-01-21	Common Shares, $5.00 par value	M	18368	$26.90	Acquired	95612	Direct
2014-01-21	Common Shares, $5.00 par value	S	38923	$43.001	Disposed	56689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Employee Stock Option (Right to Buy)	$24.74	M	6560	Disposed	2018-01-24	Common Shares, $5.00 par value (6560)	Direct
2014-01-21	Employee Stock Option (Right to Buy)	$25.93	M	13995	Disposed	2019-01-22	Common Shares, $5.00 par value (13995)	Direct
2014-01-21	Employee Stock Option (Right to Buy)	$26.90	M	18368	Disposed	2020-01-28	Common Shares, $5.00 par value (18368)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	15109	Indirect

Holdings (Derivative)

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

Footnotes

F1: Includes restricted share units and dividend equivalents thereon.

F2: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2013.

F3: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.02, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares sold within the range set forth above.

F4: 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.

F5: 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.