EVERSOURCE ENERGY — Director's Dealing 2014

Jan 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-01-15

Reporting Person: Williams Frederica M (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Common Shares, $5.00 par value	A	2381	—	Acquired	6475	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (1077)	1077	Direct

Footnotes

F1: Restricted share units that will vest on January 16, 2014, receipt of which has been deferred. Distribution will be made on a one-for-one basis in Common Shares on the 10th business day of January of the year following the reporting person's retirement from Board services.

F2: The reporting person's total includes restricted share units and shares, receipt of all of which has been deferred, and dividend equivalents thereon.

F3: Reporting Person's deferred compensation under the NSTAR Trustees' Deferred Plan, a non-qualified 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.