Item 11. Executive Compensation

Executive Compensation

NU

The information required by this Item 11 for NU is incorporated herein by reference to certain information contained in NU's definitive proxy statement for solicitation of proxies, which is expected to be filed with the SEC on or about March 13, 2015, under the sections captioned "Compensation Discussion and Analysis," plus related subsections, and "Compensation Committee Report," plus related subsections following such Report.

NSTAR ELECTRIC, PSNH and WMECO

Certain information required by this Item 11 has been omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.

CL&P

The information in this Item 11 relates solely to CL&P.

COMPENSATION DISCUSSION AND ANALYSIS

CL&P is a wholly-owned subsidiary of NU. Its board of directors consists entirely of executive officers of NU. CL&P does not have a compensation committee, and the Compensation Committee of NU's Board of Trustees determines compensation for the executive officers of CL&P, including their salaries, annual incentive awards and long-term incentive awards. All of CL&P's "Named Executive Officers," as defined below, also serve as officers of NU and one or more other subsidiaries of NU. Compensation set by the Compensation Committee of NU (the "Committee") and set forth herein is for services rendered to NU and its subsidiaries by such officers in all capacities.

The purpose of this Compensation Discussion and Analysis is to provide information about NU's compensation objectives, plans, policies and actions for the Named Executive Officers. The discussion describes the specific components of the compensation program, how NU measures performance, and how compensation awards and decisions were made by the Compensation Committee for the Named Executive Officers, as presented in the tables and narratives that follow. While this discussion focuses primarily on 2014 information, it also addresses decisions that were made in other periods to the extent that these decisions are relevant to the full understanding of NU's compensation program and the specific awards that were made in 2014 and early 2015.

Business Highlights

Since the merger with NSTAR in 2012, NU has continued to meet its commitment of achieving above-average earnings and dividend growth.

Note 1:

2012-2014 recurring earnings per share have grown 7.9%, consistent with NU's guidance and well above the industry average. Recurring earnings per share presented above for all years exclude merger-related costs. A reconciliation between reported earnings per share and the recurring earnings per share presented above appears under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" in this Annual Report on Form 10-K.

Note 2:

The NU Board of Trustees increased the annual dividend rate by 6.8 percent for 2014 to $1.57 per share, exceeding the Edison Electric Institute (EEI) Index dividend growth rate of 3.7%. 2012-2014 dividends have grown 7.0%, in line with NU's earnings per share growth and well ahead of the industry average.

NU's Total Shareholder Return for the one-year and five-year periods has outperformed both the EEI Index and the S&P 500. NU's market capitalization at the end of 2014 grew to $17 billion, increasing shareholder value by over $8 billion in the 33-month period following the 2012 merger with NSTAR. NU commenced trading under the symbol "ES" on February 19, 2015.

Note 1:

An investment of $1,000 in NU common shares at the beginning of the one-year period commencing January 1, 2014 was worth $1,305 on December 31, 2014.

Note 2:

An investment of $1,000 in NU common shares at the beginning of the five-year period commencing January 1, 2010 was worth $2,458 on December 31, 2014.

NU's operating performance continues to improve each year. This is the result of the ongoing implementation of best practices, focused spending on reliability improvements to reduce the number and length of outages, and performing work safely each and every day.

Note 1:

Reliability as measured by months between interruptions has improved significantly; on average, NU's customers experienced an outage every 15.4 months during 2014 vs. 11.9 months in 2011.

Note 2:

The average time to restore power has decreased significantly, from 120.5 minutes in 2011 to 82.0 minutes in 2014.

Note 3:

Safety performance measured by the days away or restricted time per 100 workers has improved significantly, to 1.44 in 2014 from 2.58 in 2011.

Summary of 2014 Performance

In 2014, NU achieved excellent financial and operational performance results. NU met or exceeded each of the challenging financial and operational goals established by the Committee at the beginning of 2014 and had the best system reliability results in NU's history. The following is a summary of some of NU's most important accomplishments in 2014:

Financial Accomplishments

NU's 2014 recurring earnings were $2.65 per share, excluding merger related costs, a 4.7 percent increase over 2013 results.

NU continued to achieve operating and maintenance expense reductions through successful integration activities, exceeding the goal of a greater than 3 percent reduction in operating expenses from 2013. Operating costs were 6.8 percent, or $101 million, lower than 2013.

NU increased its dividend to $1.57 per share, a 6.8 percent increase over 2013, continuing to significantly outperform the industry average.

NU delivered 30.5 percent total shareholder return in 2014, the sixth consecutive year of double digit total shareholder return, creating $8 billion in NU shareholder value in the 33-month period following NU's 2012 merger with NSTAR.

	Total Shareholder Return
	2014	3-Year	5-Year	10-Year
ES	30.5%	64.3%	145.8%	297.7%
EEI Index	28.9%	48.7%	91.0%	156.0%
S&P 500	13.7%	74.6%	105.1%	109.4%

Operational Accomplishments

NU's overall electric system performance in 2014 was the best on record and represents top quartile industry performance.

NU's Massachusetts subsidiaries, NSTAR Electric Company, NSTAR Gas Company and Western Massachusetts Electric Company, paid no penalties for Service Quality Index performance in 2014 under regulations in Massachusetts, which is the only state NU serves that has specific performance targets.

NU continued the focus on streamlining and fully integrating business processes across the company, including standardizing system design, equipment and operating and maintenance practices and implementing a new financial accounting and budgeting system in a well controlled and timely manner.

NU exceeded established goals in calls answered on-time, safety performance, and response to gas service calls.

Achievement of the 2014 performance goals and additional accomplishments and the Committee's assessment of company and executive performance are more fully described in the section titled "2014 Annual Incentive Program." Specific decisions regarding executive compensation based upon the Committee's assessment of company and executive performance and market data are described in this Compensation Discussion and Analysis ("CD&A") below.

Pay for Performance

The Committee follows a philosophy of linking the Named Executive Officers' compensation to performance that will ultimately benefit customers and shareholders. The intent of NU's compensation program is to attract and retain the best executive talent, motivate the executives to meet or exceed specific stretch financial and operational goals set each year, and compensate the executives in a manner that aligns compensation directly with performance. NU strives to provide executives with base salary, performance-based annual incentive compensation and long-term incentive compensation opportunities that are competitive with market practices and that reward excellent performance.

Executive Compensation Governance

The Committee annually assesses the independence of its compensation consultant, Pay Governance LLC (Pay Governance), which is retained directly by the Committee, performs no other consulting or other services for the company, and has no relationship with the company that could result in a conflict of interest. The Committee has concluded that Pay Governance is independent and that no conflict of interest exists between Pay Governance and the company.

NU's executive and Trustee share ownership and holding guidelines noted in this CD&A emphasize the importance of share ownership. In addition to the share ownership guidelines requirement, NU requires its executives to hold the net shares awarded under the company's stock compensation program until the share ownership guidelines requirement has been met. In addition, 100% of Trustee stock compensation is deferred and not distributed until the Trustee's retirement from the Board.

The Committee has a policy that would require NU's employees to reimburse the company for incentive compensation received if earnings were subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct.

NU has discontinued the use of "gross-ups" in all new or materially amended executive compensation agreements.

The Committee has a policy prohibiting all Trustees and employees from purchasing financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of NU common shares. This policy also prohibits all pledging, derivative transactions or short sales involving NU common shares or the holding of any NU common shares in a margin account.

Employment agreements provide for "double trigger" change of control acceleration of awards assumed by the surviving company.

NAMED EXECUTIVE OFFICERS

The executive officers of CL&P listed in the Summary Compensation Table in this Item 11 whose compensation is discussed in this CD&A are CL&P's principal executive officers during 2014 (Mr. Olivier and Mr. Schweiger), principal financial officer (Mr. Judge) and the three most highly compensated executive officers other than the principal executive officers and principal financial officer serving on December 31, 2014 (Messrs. May, McHale, and Butler) (collectively, referred to as the "Named Executive Officers" or "NEOs"). Each NEO of CL&P also serves as an executive officer of NU and one or more other subsidiaries of NU. Compensation for the NEOs discussed in this CD&A was paid for all services provided by such individuals in all capacities to NU and its subsidiaries. For 2014, CL&P's NEOs are:

·

Thomas J. May, Chairman of the Board, President and Chief Executive Officer of NU; Chairman of the Board of CL&P

·

James J. Judge, Executive Vice President and Chief Financial Officer of NU and CL&P

·

Leon J. Olivier, Executive Vice President – Enterprise Energy Strategy and Business Development of NU

·

David R. McHale, Executive Vice President and Chief Administrative Officer of NU and CL&P

·

Werner J. Schweiger, Executive Vice President and Chief Operating Officer of NU; Chief Executive Officer of CL&P

·

Gregory B. Butler, Senior Vice President and General Counsel of NU and CL&P

OVERVIEW OF COMPENSATION PROGRAM

The Role of the Compensation Committee. The NU Board of Trustees has delegated to the Committee overall responsibility for establishing the compensation program for those senior executive officers referred to in this Compensation Discussion and Analysis as "executives" and who under the SEC's regulations are deemed to be "officers." In this role, the Committee sets compensation policy and compensation levels, reviews and approves performance goals and evaluates executive performance. Although this discussion and analysis refers principally to compensation for the Named Executive Officers, the same compensation principles and practices apply to all executives. The compensation of NU's Chief Executive Officer is subject to the further review and approval of the independent Trustees.

Elements of Compensation. Total direct compensation consists of three elements: base salary, annual cash incentive awards and long-term equity-based incentive awards. Indirect compensation is provided through certain retirement, perquisite, severance, and health and welfare benefit programs.

NU's Compensation Objectives. The objectives of NU's compensation program are to attract and retain superior executive talent, motivate executives to achieve annual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices. With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as creating long-term value and maintaining a strong balance sheet. The Committee also places great emphasis on system reliability and superior customer service. NU's compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with the company's customers and shareholders. The Committee continually increases expectations to motivate executives and employees to achieve continuous improvement in carrying out NU's responsibilities to its customers to deliver energy reliably, safely, with respect for the environment and employees, and at a reasonable cost, while providing an above-average total shareholder return to NU's shareholders.

Setting Compensation Levels. In order to ensure that the company achieves its goal of providing market-based compensation levels to attract and retain top quality management, the Committee provides executives with target compensation opportunities over time approximately equal to median compensation levels for executive officers of companies comparable to NU. To achieve that goal, the Committee and its independent compensation consultant work together to determine the market values of executive direct compensation elements (base salaries, annual incentives and long-term incentives), as well as total compensation, by using competitive market compensation data. The Committee reviews compensation data obtained from utility and general industry surveys and a specific group of peer utility companies.

Role of the Compensation Consultant. The Committee has retained Pay Governance as its independent compensation consultant. Pay Governance reports directly to the Committee and does not provide any other services to NU. With the consent of the Committee, Pay Governance works cooperatively with NU's management to develop analyses and proposals for presentation to the Committee. The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation NU pays to executives and to review the Committee's proposed compensation decisions.

In February 2015, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, including the written representations of Pay Governance that Pay Governance does not provide any other services to NU, the level of fees received from NU as a percentage of Pay Governance's total revenues, the policies and procedures employed by Pay Governance to prevent conflicts of interest, and whether the individual advisers from Pay Governance with whom the Committee consulted own any NU common shares or have any business or personal relationships with members of the Committee or NU's executives.

Role of Management. The role of NU's management, and specifically the roles of NU's Chief Executive Officer and its Senior Vice President of Human Resources, is to provide current compensation information to the compensation consultant and analyses and recommendations on executive compensation to the Committee based on the market value of the position, individual performance, experience and internal pay equity. NU's Chief Executive Officer also provides recommendations on the compensation for the other Named Executive Officers. None of the executives makes recommendations that affect his or her individual compensation.

MARKET ANALYSIS

The Committee strives to provide executives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of companies comparable to the Company. Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 2014 compensation:

·

Utility and general industry survey data. The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent NU's market for executive officer talent. Utility industry data are based on a defined peer set, as discussed below. General industry data are size-adjusted to ensure a close correlation between the market data and NU's scope of operations. The Committee used this information, which it obtained from Pay Governance, to determine base salaries and incentive opportunities.

·

Peer group data. In support of executive pay decisions during 2014, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of NU's executive compensation levels, as compared to the 20 peer group companies listed in the table below.

Alliant Energy Corporation	Edison International	Public Service Enterprise Group, Inc.
Ameren Corporation	Entergy Corporation	SCANA Corporation
CenterPoint Energy, Inc.	Integrys Energy Group, Inc.	Sempra Energy
Consolidated Edison Inc.	OGE Energy Corp.	TECO Energy, Inc.
CMS Energy Corp.	Pepco Holdings, Inc.	Wisconsin Energy Corp.
Dominion Resources, Inc.	PG&E Corp.	Xcel Energy Inc.
DTE Energy Company	PPL Corporation

The Committee periodically adjusts the target percentages of annual and long-term incentives based on the survey data after discussion with the compensation consultant to ensure that they are approximately equal to competitive median levels.

The Committee also determines perquisites to the extent they serve business purposes and sets supplemental benefits at levels that provide market-based compensation opportunities to the executives. The Committee periodically reviews the general market for supplemental benefits and perquisites using utility and general industry survey data, including data obtained from companies in the peer group.

Mix of Compensation Elements. NU targets the mix of compensation for its Chief Executive Officer and the other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix. The mix is heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward long-term compensation. Since the most senior positions have the greatest responsibility for implementing long-term business plans and strategies, a greater proportion of total compensation is based on performance with a long-term focus.

The Committee determines the compensation for each executive based on the relative authority, duties and responsibilities of the executive. NU's Chief Executive Officer's responsibilities for the strategic direction and daily operations and management of NU are greater than the duties and responsibilities of the other executives. As a result, the compensation of NU's Chief Executive Officer is higher than the compensation of the other executives. Assisted by the compensation consultant, the Committee regularly reviews market compensation data for executive officer positions similar to those held by the executives, including NU's Chief Executive Officer, and this market data continues to indicate that chief executive officers are paid significantly more than other executive officers.

The following tables set forth the contribution to 2014 Total Direct Compensation (TDC) of each element of compensation, at target, reflected as a percentage of TDC, for the Named Executive Officers. The amounts shown in this table are at target and therefore do not match the amounts appearing in the Summary Compensation Table.

	Percentage of TDC at Target
			Long-Term Incentives
Named Executive Officer (NEO)	Base Salary	Annual Incentive(1)	Performance Shares(1)	RSUs(2)	TDC
Thomas J. May	16%	18%	33%	33%	100%
James J. Judge	29%	19%	26%	26%	100%
Leon J. Olivier	29%	19%	26%	26%	100%
David R. McHale	29%	19%	26%	26%	100%
Werner J. Schweiger	30%	20%	25%	25%	100%
Gregory B. Butler	29%	19%	26%	26%	100%
NEO average, excluding CEO	29%	19%	26%	26%	100%

(1)

The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based.

(2)

Restricted Share Units (RSUs) vest over three years contingent upon continued employment.

Risk Analysis of Executive Compensation Program. The overall compensation program includes a mix of compensation elements ranging from a fixed base salary that is risk-neutral to annual and long-term incentive compensation programs intended to motivate officers and eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk. The fundamental objective of the compensation program is to foster the continued growth and success of the business. The design and implementation of the overall compensation program provides the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on NU and its shareholders.

In 2014, the Committee assessed the risks associated with the executive compensation program by reviewing the various elements of incentive compensation. The annual incentive program was designed to ensure an appropriate balance between individual and corporate goals, which were deemed appropriate and supportive of NU's annual business plan. Similarly, the long-term incentive program was designed to ensure that the performance metrics were properly weighted and supportive of NU's strategic plan. The Committee reviewed the overall compensation program in the context of the annual operating and strategic plans, which were both previously subject to Enterprise Risk Management review. Both the annual and long-term incentive programs were designed to ensure that mechanisms exist to mitigate risk. These mechanisms include realistic goal setting and discretion with respect to actual payments, the mix of financial, operational, customer service and safety goals, executive share ownership guidelines linking executive interests to those of shareholders, provisions for the clawback of incentive compensation, prohibitions on hedging and pledging of NU common shares, and the provision of limited perquisites. These mechanisms are intended to ensure that there is not undue incentive to achieve any one goal without considering the impact of achieving such goal on other aspects of NU's business.

Results of NU's 2014 Say-on-Pay Vote. NU provides its shareholders with the required opportunity to cast an annual advisory vote on executive compensation (a "Say-on-Pay" proposal). At NU's Annual Meeting of Shareholders held on May 1, 2014, 91 percent of the votes cast on the Say-on-Pay proposal were voted to approve the 2013 compensation of the Named Executive Officers, as described in NU's 2014 proxy statement. The Committee has and will continue to consider the outcome of NU's Say-on-Pay votes when making future compensation decisions for the Named Executive Officers.

ELEMENTS OF 2014 COMPENSATION

Base Salary

Base salary is designed to attract and retain key executives by providing an element of total compensation at levels competitive with those of other executives employed by companies of similar size and complexity in the utility and general industries. In establishing base salary, the Committee relies on compensation data obtained from independent third-party surveys of companies and from an industry peer group to ensure that the compensation opportunities NU offers are capable of attracting and retaining executives with the experience and talent required to achieve its strategic objectives.

When setting or adjusting base salaries, the Committee considers annual executive performance appraisals; market pay movement across industries (determined through market analysis); targeted market pay positioning for each executive; individual experience and years of service; strategic importance of a position; and internal equity.

Individuals who are performing well in strategic positions are likely to have their base salaries increased more significantly than other individuals. From time-to-time, economic conditions and corporate performance have caused base salary increases to be postponed. However, the Committee prefers to reflect sub-par corporate performance through the variable pay components.

In February 2014, the Committee adjusted the base salaries of the Named Executive Officers by 3 percent. The Committee and independent Trustees also adjusted Mr. May's base salary by 3 percent.

Incentive Compensation

Annual incentive and the long-term incentive compensation are provided under the Company's Incentive Plan, which was approved by NU's shareholders at the 2007 Annual Meeting of Shareholders and, with respect to the material terms of performance goals, was re-approved by the shareholders at the 2012 Annual Meeting of Shareholders. The annual incentive program provides cash compensation intended to reward performance under NU's annual operating plan. The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executives with those of NU's shareholders, and retain the executives during the term of grants. The annual and long-term programs are designed to strike a balance between short- and long-term objectives so that the programs work in tandem.

2014 ANNUAL INCENTIVE PROGRAM

In February 2014, the Committee established the terms of the 2014 Annual Incentive Program. As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 60 percent to 110 percent of target. Target award levels under the Annual Incentive Program are expressed as a percentage of base salary.

At the February 2014 meeting, the Committee determined that for 2014 it would base 70 percent of the annual incentive performance goals on NU's overall financial performance and 30 percent of the annual performance goals on NU's overall operational performance. The Committee also determined the specific goals to assess performance and that the individual goals would be assessed using ratings ranging from 0 percent to 200 percent. The Committee assigned weightings to each of these specific goals: for the financial component, the earnings per share goal was weighted at 60 percent, the reduction in operating expenses goal was weighted at 20 percent, and the remaining 20 percent weighting was based on the combined dividend growth and credit rating goals. For the operational component, the Committee determined that the combined service reliability and responsiveness goals would be weighted at 60 percent, the combined customer service and merger integration goals would be weighted at 25 percent, and the combined safety ratings, gas service response and call center performance goals would be weighted at 15 percent.

With respect to 2014 performance, management provided an initial review of the Company's performance for the year at the December 2014 meeting of the Committee, followed in February 2015 by a full assessment of the performance goals, the additional accomplishments noted below under the caption "Additional Factors" and the overall performance of NU. The Committee was also provided updates during the year on corporate performance. At the February 2015 meeting, the Committee determined, based on its assessment of the financial and operational performance goals, to set the level of achievement of combined financial and operational performance goals results at 161 percent of target, reflecting the overall excellent performance of NU and the executive team. In arriving at this determination, the Committee determined that the financial performance goals result was 163 percent of target and the operational performance goals result was 158 percent of target. The individual financial and operational performance goals results are as set forth below. NU's Chief Executive Officer recommended to the Committee payout levels for the executives (other than himself) based on his assessment of each executive's individual performance towards achievement of the performance goals and the additional accomplishments of NU, together with each executive's contributions to the overall performance of NU. The awards determined by the Committee were also based on the same three-component criteria.

Financial Performance Goals Assessment

NU achieved its goal of recurring earnings per share of $2.65 in 2014, exclusive of merger related costs, a 4.7 percent increase over 2013 and compared to an expected industry increase of approximately 4.5 percent. The Committee determined this goal to be a significant accomplishment, particularly in light of an unfavorable ruling from the Federal Energy Regulatory Commission that lowered NU's return on equity and resulted in a $0.07 per share charge to earnings, and the fact that NU had previously grown earnings 11 percent in 2013. The Committee determined this goal to have attained a 150 percent performance result.

NU continued to achieve operations and maintenance expense reductions through successful integration initiatives, resulting in a 6.8 percent reduction in operating expenses in 2014. This exceeded the goal of more than a 3 percent reduction and compared with an expected average industry increase of 2 percent. The Committee determined this goal to have attained a 200 percent performance result.

NU increased its dividend to $1.57 per share, a 6.8 percent increase from the prior year and significantly above the industry average dividend growth of 3.7 percent. The Committee determined this goal to have attained a 175 percent performance result in light of both the 2014 percentage increase and the previous dividend growth realized in 2013.

NU's credit rating at Standard & Poor's is currently "A-," among the highest in the utility industry, providing the foundation for favorable financing opportunities during the year and in the future. The industry average credit rating at Standard & Poor's is "BBB+." In addition, during the year Standard & Poor's raised the outlook on NU's credit rating to "positive" from "stable." The Committee determined this goal to have attained a 150 percent performance result.

Operational Performance Goals Assessment

NU's total electric system operating performance was the best on record. Average months between interruptions in service equaled 15.4 months, 18 percent better than the goal of 13.1 months and exceeding the industry average of 13.2 months. System average restoration duration equaled 82 minutes, 15 percent better than the established goal of 96.1 minutes and significantly below the industry average of 123.2 minutes. Both of these results indicate top quartile performance against industry peers. The Committee determined these goals to have each attained a 175 percent performance result.

NU completed several important integration initiatives across the company, including the implementation of an out-sourced IT business model, a new financial and reporting and budgeting general ledger system, and a facilities consolidation program that streamlined operating effectiveness. The Committee determined this goal to have attained a 150 percent performance result.

NU continued to improve the customer experience through substantial progress on several customer initiatives, including its "Above and Beyond for our Customers-Driving To Top Tier" initiative of improving customer service; the implementation of "Blue Sky" outage information improvements; its "Voice of the Customer" program; and the creation of the exciting new brand, Eversource Energy, which captures the company's dedication to great customer service. The Committee determined this goal to have attained a 150 percent performance result.

On-time response to gas customer emergency calls was 99.2 percent, which exceeded the goal of 99.1 percent. The Committee determined this goal to have attained a 100 percent performance result.

86.2 percent of customer calls were answered within 30 seconds, which exceeded the goal of 85.6 percent. The Committee determined this goal to have attained a 100 percent performance result.

NU achieved a safety performance goal of 1.44 Days Away & Restricted Time ("DART") per 1,000 employees, exceeding the goal of 1.5. The Committee determined this goal to have attained a 100 percent performance result.

Additional Factors

The following results were also considered by the Committee in making an assessment of overall financial and operational performance, but were not given specific weightings or assigned a specific performance assessment score:

NU announced a partnership with Spectra Energy Corp to bring much needed natural gas capacity into New England.

NU obtained several constructive regulatory approvals and decisions in Connecticut, Massachusetts and New Hampshire.

NU successfully completed its $1.7 billion capital plan to improve reliability and customer service and also responded very well to several major storms across its service territory.

NU implemented important employee engagement and corporate culture initiatives and streamlined and simplified many processes across the company, in concert with its "One Company" model.

NU's cumulative total shareholder returns of 30.5 percent, 64.3 percent, 145.8 percent, and 297.7 percent over the past one-, three-, five-, and 10-year periods outperformed the utility industry over those same periods.

Individual Performance Factors Considered by the Committee

The goal of the Committee for 2014 was to continue to provide incentives for executives to work together as a highly effective, integrated team to achieve or exceed the financial, operational, customer and process integration goals and objectives. While emphasizing the importance of executives working as a team, the annual incentive award payments were also based on the Committee's assessment of each executive's individual performance in supporting the performance goals, additional achievements and overall company performance. The Committee assessed the performance of NU's Chief Executive Officer and, based on the recommendations of the Chief Executive Officer, the Named Executive Officers, to determine the individual incentive awards as disclosed in the Summary Compensation Table. Based on the Committee's review, which included its assessment of the performance goals, the significant other accomplishments of NU and the Named Executive Officers, and the overall performance of NU and each of Named Executive Officers, considered in its totality by the Committee to have been excellent, the Committee approved annual incentive program payouts for the Named Executive Officers at levels that ranged from 154 percent to 171 percent of target. These awards reflected the individual and team contributions of Mr. May, Mr. Judge, Mr. Olivier, Mr. McHale, Mr. Schweiger and Mr. Butler in achieving the goals and the additional accomplishments and the overall performance of the company.

In arriving at Mr. May's annual incentive payment of $2,250,000, which was 170 percent of target, and which reflects his and NU's excellent performance, the Committee and the Board considered the totality of NU's success in accomplishing the financial, operational, customer and merger effectiveness goals, the additional accomplishments of the company, and Mr. May's strategic leadership of NU.

2014 Annual Incentive Program Performance Assessments

Financial Performance Goals

Financial Performance	Category	2014 Goal	Company Performance	Indicative Assessment
Earnings Per Share	$2.65 per share	Achieved - $2.65 per share, a 4.7% increase over 2013, outperforming expected industry peer growth of approximately 4.5%	150%
Reduce Operating Expenses	Reduce operating expenses to $1,424 million, or a more than 3% reduction	Exceeded - 2014 Operating Expenses were $1,392 million, or 6.8% below 2013 results	200%
Dividend Growth	Increase NU's dividend $.10 to $1.57 per share	Achieved - Increased to $1.57 per share, a $.10 increase and 6.8% growth, significantly exceeding the industry average growth of 3.7%	175%
Credit Rating	Maintain NU's top tier Standard & Poor's (S&P) A- credit rating	Achieved – S&P rating A- (with "new" Positive Outlook), among the highest in the utility industry	150%
Weightings = EPS - 60%; Reduce Operating Expenses - 20%; dividend/credit - 20%

Operational Performance Goals

Operational Performance	Category	2014 Goal	Company Performance	Indicative Assessment
Reliability – Avg. Months Between Interruptions (MBI)	Achieve MBI of 13.1	Exceeded - MBI 15.4; 18% better than goal and in top quartile of peers	175%
Average Restoration Duration (SAIDI)	Achieve SAIDI of 96.1 minutes	Exceeded - SAIDI 82 minutes; 15% better than goal and in top quartile of peers	175%
Improve the Customer Experience	Implement customer service initiatives	Achieved - Major initiatives (customer service, outage information and branding) achieved	150%
Merger Integration	Execute on key merger integration initiatives	Achieved - Significant IT, general ledger and facilities initiatives achieved, lowering costs and streamlining operations	150%
Safety Rate	1.5 DART	Achieved - 1.44 DART	100%
Gas Service Response	99.1%	Achieved - 99.2%	100%
Calls Answered	85.6%	Achieved - 86.2%	100%
Weightings = Reliability and Restoration – 60%; Important Corporate Initiatives – 25%; Safety/Gas Service Response/Calls Answered Rate – combined 15%

Performance Goals Assessment

Financial Performance (weighted 70%)	163%
Operational Performance (weighted 30%)	158%
Overall Performance	161%

LONG-TERM INCENTIVE PROGRAM

General

NU's long-term incentive program is intended to focus on the company's longer-term strategic goals and to help retain the executives. A new three-year program commences every year. For the 2014 – 2016 Long-Term Incentive Program, at target, each grant consisted of 50 percent Restricted Share Units (RSUs) and 50 percent Performance Shares. RSUs are designed to provide executives with an incentive to increase the value of Company common shares in alignment with shareholder interests, while also serving as a retention component for executive talent. Performance Shares are designed to reward achievement as measured against pre-established performance measures. NU believes these compensation elements create a focus on continued company and NU share price growth to further align the interests of the executives with the interests of NU's shareholders.

Restricted Share Units (RSUs)

General

Each RSU granted under the long-term incentive program entitles the holder to receive one NU common share at the time of vesting. All RSUs granted under the long-term incentive program provide for vesting in equal annual installments over three years. RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on NU common shares. Reinvested dividend units are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs. Common shares, including any additional common shares in respect of reinvested dividend units, are not issued for any RSUs that do not vest.

The Committee determined RSU grants for each officer participating in the long-term incentive program. RSU grants are based on a percentage of base salary and measured in dollars. In 2014, the percentage used for each officer was based on the executive officer's position in the company and ranged from 75 percent to 200 percent of base salary. The Committee reserves the right to increase or decrease the RSU grant from target for each officer under special circumstances. Based on input from NU's Chief Executive Officer, the Committee determined the final RSU grants for each of the other executive officers, including the other Named Executive Officers.

All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from dollars into common share equivalents by dividing the value of each grant by the average closing price for NU common shares over the ten trading days prior to the date of the grant.

RSU Grants under the 2014 – 2016 Program

Under the 2014 – 2016 Program, the target RSU grant totaled approximately $7,741,835 for the 49 NU officers participating in the program. Dividing the final total RSU grant by $43.13, the average closing price of NU common shares over the ten trading days prior to the date of grant, resulted in an aggregate of 179,500 RSUs. The following RSU grants at 100 percent of target were approved, reflected in RSUs: Mr. May: 55,900; Mr. Judge: 12,400; Mr. Olivier: 13,000; Mr. McHale: 12,400; Mr. Schweiger: 8,700 and Mr. Butler: 8,600.

RSU Grants under the 2013 – 2015 Program

Under the 2013 – 2015 Program, the target RSU grant totaled approximately $7,057,248 for the 44 NU officers participating in the program. Dividing the final total RSU grant by $39.36, the average closing price of NU common shares over the ten trading days prior to the date of grant, resulted in an aggregate of 179,300 RSUs. The following RSU grants at 100 percent of target were approved, reflected in RSUs: Mr. May: 52,000; Mr. Judge: 13,100; Mr. Olivier: 13,800; Mr. McHale: 13,100; Mr. Schweiger: 9,300 and Mr. Butler: 9,100.

Performance Share Grants

General

Performance Shares are designed to reward future financial performance, measured by long-term earnings growth and above-average total shareholder returns, therefore aligning compensation with performance.

Performance Shares under the 2014 – 2016 Program

The Committee determined to use: (i) average diluted NU earnings per share growth adjusted for certain non-recurring items ("EPSG"); and (ii) relative NU total shareholder return ("TSR") measured against the performance of companies that comprise the EEI Index. As in 2013, the Committee selected EPSG and TSR as performance measures because the Committee believes that they are generally recognized as the best indicators of overall corporate performance. Further, the Committee considers it a best practice to use a combination of relative and absolute metrics, with EPS growth serving as a key input to shareholder value and TSR serving as the output.

The number of Performance Shares awarded at the end of the three-year period ranges from 0 percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrix below. For the 2014 – 2016 Program, EPSG ranges from 0 percent to 9 percent, while TSR ranges from below the 10th percentile to approximately above the 90th percentile. The Committee determined that payout at 100 percent of target should be challenging but achievable. As a result, vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on NU's share price performance.

The performance matrix set forth below describes how the Performance Share payout is determined under the 2014 – 2016 Program. Actual three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target:

**2014 – 2016 Long-Term Incentive Program Performance Share Payout **
Three-Year Average EPS Growth	Three-Year Relative Total Shareholder Return Percentiles
Below 10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
9%	110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
8%	100%	110%	120%	130%	140%	150%	160%	170%	180%	190%
7%	90%	100%	110%	120%	130%	140%	150%	160%	170%	180%
6%	80%	90%	100%	110%	120%	130%	140%	150%	160%	170%
5%	70%	80%	90%	100%	110%	120%	130%	140%	150%	160%
4%	60%	70%	80%	90%	100%	110%	120%	130%	140%	150%
3%	40%	50%	70%	80%	90%	100%	110%	120%	130%	140%
2%	20%	40%	60%	70%	80%	90%	100%	110%	120%	130%
1%	0%	10%	40%	60%	70%	80%	90%	100%	110%	120%
0%	0%	0%	20%	30%	50%	70%	80%	90%	100%	110%
Below 0%	0%	0%	0%	0%	10%	20%	30%	40%	50%	60%

Performance Shares under the 2013 – 2015 Program

The Committee also determined to use: (i) EPSG; and (ii) TSR measured against the performance of companies that comprise the EEI Index. For the 2013 – 2015 Program, the number of Performance Shares awarded at the end of the three-year period ranges from 0 percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrix. EPSG ranges from 0 percent to 10 percent, while TSR ranges from below the 10th percentile to approximately above the 90th percentile. The Committee determined that payout at 100 percent of target should be challenging but achievable. As a result, vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance. In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on the Company's share price performance.

The performance matrix set forth below describes how the Performance Share payout is determined under the 2013 – 2015 Program. Actual three-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target:

**2013 – 2015 Long-Term Incentive Program Performance Share Payout **
Three-Year Average EPS Growth	Three-Year Relative Total Shareholder Return Percentiles
Below 10th	10th	20th	30th	40th	50th	60th	70th	80th	90th	Above 90th
10%	100%	110%	120%	130%	140%	150%	160%	170%	180%	190%	200%
9%	90%	100%	110%	120%	130%	140%	150%	160%	170%	180%	190%
8%	80%	90%	100%	110%	120%	130%	140%	150%	160%	170%	180%
7%	70%	80%	90%	100%	110%	120%	130%	140%	150%	160%	170%
6%	60%	70%	80%	90%	100%	110%	120%	130%	140%	150%	160%
5%	50%	60%	70%	80%	90%	100%	110%	120%	130%	140%	150%
4%	40%	50%	60%	70%	80%	90%	100%	110%	120%	130%	140%
3%	30%	40%	50%	60%	70%	80%	90%	100%	110%	120%	130%
2%	20%	30%	40%	50%	60%	70%	80%	90%	100%	110%	120%
1%	0%	20%	30%	40%	50%	60%	70%	80%	90%	100%	110%
0%	0%	0%	20%	30%	40%	50%	60%	70%	80%	90%	100%
Below 0%	0%	0%	0%	0%	0%	10%	20%	30%	40%	50%	60%

2012 – 2014 (Pre-Merger) Long-Term Incentive Program

The 2012-2014 Program was approved prior to the 2012 merger with NSTAR. Grants under the Program consisted of 50 percent RSUs and 50 percent Performance Shares. The RSU grants under this three-year program vest in equal annual installments and are otherwise subject to the provisions set forth in the section above titled "Restricted Share Units (RSUs)." Upon the closing of the merger in 2012, the Performance Share grants under this program converted to RSUs assuming a target level of performance, and the newly converted RSUs were made subject to the vesting schedule for the original RSU grants under each program. Under the 2012 – 2014 Program, half of the newly converted RSUs vested in 2013 and the remaining half vested in 2014.

CLAWBACKS

If NU's earnings were to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, NU would require its Chief Executive Officer and Chief Financial Officer to provide reimbursements for certain incentive compensation received by each of them. To the extent that reimbursement were not required under SEC rules or NYSE listing standards, NU's Incentive Plan would require any employee whose

misconduct or fraud caused such restatement, as determined by NU's Board of Trustees, to reimburse NU for any incentive compensation received by him or her.

In addition, once final rules are adopted by the SEC regarding any additional clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank), NU will review its clawback policy and compensation plans and, if necessary, amend them to comply with the new mandates.

NO HEDGING AND NO PLEDGING POLICY

NU has adopted a policy prohibiting the purchase of financial instruments or otherwise entering into transactions designed to have the effect of hedging or offsetting any decrease in the value of NU common shares by its Trustees and employees, including executive officers. This policy also prohibits all pledging, derivative transactions of short sales involving NU common shares or the holding of any NU common shares in a margin account.

SHARE OWNERSHIP GUIDELINES/HOLDING PERIODS

The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by officers. As indicated in the table below, the guidelines call for NU's Chief Executive Officer to own NU common shares equal to six times base salary, executive vice presidents and senior vice presidents to own a number of common shares equal to three times base salary and all other officers to own a number of common shares equal to one to two times base salary.

Executive Officer	Base Salary Multiple
Chief Executive Officer	6
Executive Vice Presidents / Senior Vice Presidents	3
Operating Company Presidents	2
Vice Presidents	1-1.5

NU requires that its officers attain these ownership levels within five years. All officers, including the Named Executive Officers, have satisfied the share ownership guidelines or are expected to satisfy them within the applicable timeframe. Common shares, whether held of record, in street name, or in individual 401(k) accounts, and RSUs satisfy the guidelines. Unexercised stock options and unvested performance shares do not count toward the ownership guidelines. In addition to the share ownership guidelines requirements noted above, all officers must hold all the net shares awarded under NU's stock compensation plan until the share ownership guidelines requirements have been met. We will also review this policy when final rules under Dodd-Frank are adopted and will amend our policy and disclosure as appropriate to comply with the rules.

OTHER

Retirement Benefits

NU provides a qualified defined benefit pension program for certain officers, which is a final average pay program subject to tax code limits. Because of such limits, NU also maintains a supplemental non-qualified pension program. Benefits are based on base salary and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income. The supplemental program makes up for benefits barred by tax code limits, and generally provides (together with the qualified pension program) benefits equal to approximately 60 percent of pre-retirement compensation (subject to certain reductions) for Messrs. May, Judge, Schweiger and Butler, and approximately 50 percent of such compensation for Mr. McHale. The supplemental program has been discontinued for newly-elected officers.

For certain participants, the benefits payable under the Supplement Non-Qualified Pension Program (Program) differ from those described above. Under the Key Executive Benefit Plan, Mr. May is entitled to an alternative retirement benefit equal to 33 percent of final base salary annually for 15 years in lieu of the benefits provided under the Program. Benefits that would be available under the Key Executive Benefit Plan are less than those available under the Program and therefore have not been included in the present value of accumulated benefit shown below. Upon retirement, Mr. May is entitled to receive the greater of the benefit payable under the Program or the Key Executive Benefit Plan. Mr. Olivier's employment agreement provides retirement benefits similar to those of a previous employer instead of the supplemental program benefits described above. Under this agreement, he will receive a pension based on a prescribed formula if he meets certain eligibility requirements. The Program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous employers' retirement plans.

Also see the narrative accompanying the "Pension Benefits" table and accompanying notes for more detail on the above program.

401(k) Benefits

NU offers a qualified 401(k) program for all employees, including executives, subject to tax code limits. After applying these limits, the program provides a maximum match of up to $10,400 for Messrs. May, Judge and Schweiger, which is equal to 50 percent of the first 8 percent of eligible base salary and annual cash incentive. For Messrs. Olivier, McHale and Butler, NU provides a maximum match of up to $7,800, which is equal to 3 percent of eligible base salary and annual cash incentive.

Deferred Compensation

NU offers a non-qualified deferred compensation program for executives. In 2014, the program allowed deferral of up to 100% of base salary, annual incentives and long-term incentive awards. The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).

See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.

Perquisites

NU provides executives with limited financial planning, health services, vehicle leasing and access to tickets to sporting events, perquisites that NU believes are consistent with peer companies. The current level of perquisites does not factor into decisions on total compensation.

CONTRACTUAL AGREEMENTS

NU maintains contractual agreements with all of the Named Executive Officers that provide for potential compensation in the event of certain terminations following a Change of Control. NU believes these agreements are necessary to attract and retain high quality executives and to ensure executive focus on NU business during the period leading up to a potential Change of Control. The agreements are "double-trigger" agreements that provide executives with compensation in the event of a Change of Control, while still providing an incentive to remain employed with NU for the transition period that follows.

Under the agreements, certain compensation is generally payable if, during the applicable change of control period, the executive is involuntarily terminated (other than for cause) or voluntarily terminates employment for "good reason." These agreements are described more fully below under "Potential Payments upon Termination or Change of Control."

TAX AND ACCOUNTING CONSIDERATIONS

NU's incentive plan was approved by shareholders and permits annual incentive and performance share awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. However, NU believes that the availability of a tax deduction for forms of compensation is secondary to the goal of providing market-based compensation to attract and retain highly qualified executives. In addition, the compensation program plans were amended in 2008 to comply with Section 409A of the Internal Revenue Code.

NU has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation-Stock Compensation. In general, NU and the Committee do not take accounting considerations into account in structuring compensation arrangements.

EQUITY GRANT PRACTICES

Equity awards noted in the compensation tables are made at the February meeting of the Committee (subject to the further approval of the independent members of NU's Board of Trustees of the Chief Executive Officer's award) when the Committee also determines base salary, annual and long-term incentive compensation targets and annual incentive awards. The date of this meeting is chosen several months in advance, and therefore awards are not coordinated with the release of material non-public information.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by CL&P's principal executive officers in 2014 (Mr. Olivier and Mr. Schweiger), principal financial officer (Mr. Judge) and the three most highly compensated executive officers other than the principal executive officers and principal financial officer serving on December 31, 2014 (Messrs. May, McHale, and Butler), determined in accordance with the applicable SEC disclosure rules (collectively, the Named Executive Officers). As explained in the footnotes below, the amounts reflect the economic benefit to each Named Executive Officer of the compensation item paid or accrued on his behalf for the fiscal year ended December 31, 2014. The compensation shown for each Named Executive Officer was for all services in all capacities to NU and its subsidiaries. All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to NU and its subsidiaries, including CL&P, in all capacities.

					Change in
					Pension
					Value
					and Non-
					Qualified	All Other
			Stock	Non-Equity	Deferred	Compen-
Name and		Salary	Awards	Incentive Plan	Earnings	sation	Total
Principal Position	Year	($) (4)	($) (5)	($) (6)	($) (7)	($) (8)	($)
Thomas J. May (1)	2014	1,196,325	5,276,401	2,250,000	182,787	75,004	8,980,517
President and Chief	2013	1,161,250	4,263,480	2,125,000	-	111,269	7,660,999
Executive Officer of NU;	2012	1,125,000	3,418,416	2,100,000	1,232,395	91,726	7,967,537
Chairman of CL&P
James J. Judge (1)	2014	587,975	1,170,436	660,000	1,587,879	20,346	4,026,636
Executive Vice President	2013	570,750	1,074,069	650,000	111,279	20,886	2,426,984
and Chief Financial	2012	535,667	793,045	640,000	1,097,100	21,085	3,086,897
Officer of NU and CL&P
Leon J. Olivier (2)	2014	617,225	1,227,070	680,000	1,376,886	7,877	3,909,058
Executive Vice President	2013	599,242	1,131,462	670,000	109,818	23,668	2,534,190
Energy Enterprise	2012	583,043	889,147	974,236	887,046	17,491	3,350,963
Strategy and Business
Development of NU
David R. McHale	2014	587,643	1,170,436	660,000	2,136,933	10,348	4,565,360
Executive Vice President	2013	570,147	1,074,069	650,000	-	22,104	2,316,320
and Chief Administrative	2012	553,853	844,685	939,939	1,127,536	16,615	3,482,628
of NU and CL&P
Werner J. Schweiger (3)	2014	538,950	821,193	600,000	1,174,893	205,073	3,340,109
Executive Vice President
and Chief Operating
Officer of NU; CEO of
CL&P
Gregory B. Butler	2014	457,736	811,754	515,000	1,274,208	12,800	3,071,498
Senior Vice President	2013	444,423	746,109	505,000	-	12,650	1,708,182
and General Counsel of	2012	431,885	659,226	727,534	764,758	7,500	2,590,903
NU and CL&P

(1)

The 2012 compensation reported for Messrs. May and Judge includes compensation paid by NSTAR during the period from January 1, 2012 to April 9, 2012, prior to the closing of the merger, plus compensation paid by NU for the remainder of 2012, following the closing of the merger. The 2012 compensation paid by NU consisted of the following. For Mr. May, Salary: $822,414; Non-Equity Incentive Plan Compensation: $2,100,000; Change in Pension Value and Non-Qualified Deferred Compensation Earnings: $1,232,395; All Other Compensation: $87,821; and Total: $4,242,630. For Mr. Judge, Salary: $401,215; Non-Equity Incentive Plan Compensation: $640,000; Change in Pension Value and Non-Qualified Deferred Compensation Earnings: $1,097,100; All Other Compensation: $7,500; and Total: $2,145,815.

(2)

Mr. Olivier resigned as Chief Executive Officer of CL&P effective August 11, 2014, and as Executive Vice President and Chief Operating Officer of NU effective September 2, 2014. He was elected Executive Vice President-Energy Enterprise Strategy and Business Development of NU effective September 2, 2014.

(3)

Mr. Schweiger was elected Chief Executive Officer of CL&P effective August 11, 2014. He did not meet the requirements for inclusion in the Summary Compensation Table and was not a Named Executive Officer in 2012 and 2013. Mr. Schweiger was elected Executive Vice President and Chief Operating Officer of NU effective September 2, 2014.

(4)

Includes amounts deferred in 2014 under the deferred compensation program for Mr. Olivier: $123,446; Mr. McHale: $11,753 and Mr. Schweiger: $997,803. For more information, see the Executive Contributions in the Last Fiscal Year column of the Non-Qualified Deferred Compensation Plans Table.

(5)

Reflects the aggregate grant date fair value of restricted share units (RSUs) and performance shares granted in each fiscal year, calculated in accordance with FASB ASC Topic 718.

In 2013 and 2014 for each Named Executive Officer, and in 2012 for Messrs. Olivier, McHale and Butler, RSUs were granted as long-term compensation that vest in equal annual installments over three years. RSU holders are eligible to receive dividend equivalent units on outstanding RSUs held by them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the common shares issued upon vesting of the underlying RSUs. The 2012 amounts shown for Mr. May and Mr. Judge represent the value of Deferred Shares granted by NSTAR. See footnote (1).

In 2014, each of the Named Executive Officers was granted performance shares as long-term incentive compensation. These performance shares will vest on December 31, 2016 based on the extent to which the two performance conditions described in the CD&A are achieved. The grant date values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows: Mr. May: $4,112,004; Mr. Judge: $912,144; Mr. Olivier: $956,280 Mr. McHale: $912,144; Mr. Schweiger: $639,972; and Mr. Butler: $632,616.

(6)

Includes payments to the Named Executive Officers under the 2014 Annual Incentive Program (Mr. May: $2,250,000; Mr. Judge: $660,000; Mr. Olivier: $680,000; Mr. McHale: $660,000; Mr. Schweiger: $600,000 and Mr. Butler: $515,000).

(7)

Includes the actuarial increase in the present value from December 31, 2013 to December 31, 2014, of the Named Executive Officer's accumulated benefits under all of our defined benefit pension program and agreements determined using interest rate and mortality rate assumptions consistent with those appearing under the caption "Management's Discussion and Analysis and Results of Operations" in this Annual Report on Form 10-K. The Named Executive Officer may not be fully vested in such amounts. More information on this topic is set forth with respect to the Pension Benefits table, appearing further below. There were no above-market earnings on deferrals in 2014, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company Common Shares. In 2013, the change in pension value for each of Messrs. May, McHale and Butler was a negative amount.

(8)

Includes matching contributions allocated by us to the accounts of Named Executive Officers under the 401k plan as follows: $10,400 for each of Messrs. May, Judge and Schweiger, and $7,800 for each of Messrs. Olivier, McHale and Butler. Also includes employer matching contributions under the deferred compensation program for eligible Named Executive Officers who made deferral elections in late 2013 for salary earned in 2014 (Mr. McHale: $9,827 and Mr. Olivier: $10,737). Mr. Butler did not participate in the deferred compensation program in 2014. For Mr. May, the value shown includes $53,118 attributable to a previously granted $6.155 million present value life insurance benefit; financial planning services valued at $5,860; $3,086 paid by the Company for Company-leased vehicles. For Mr. Judge, the value shown includes financial planning services valued at $6,100 and $3,846 paid by the Company for Company-leased vehicles. For Mr. Schweiger, the value shown includes financial planning services valued at $6,028, $802 paid by the Company for Company-leased vehicles and $187,843 paid by the Company for relocation from Massachusetts to Connecticut. None of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.

GRANTS OF PLAN-BASED AWARDS DURING 2014

The Grants of Plan-Based Awards Table provides information on the range of potential payouts under all incentive plan awards during the fiscal year ended December 31, 2014. The table also discloses the underlying equity awards and the grant date for equity-based awards. NU has not granted any stock options since 2002.

								All Other
								Stock	Grant
								Awards:	Date Fair
								Number of	Value of
		Estimated Future Payouts Under			Estimated Future Payouts Under			Shares	Stock and
		Non-Equity Incentive Plan Awards			Equity Incentive Plan Awards (1)			of Stock	Option
	Grant	Threshold	Target	Maximum	Threshold	Target	Maximum	or Units	Awards
Name	Date	($)	($)	($)	($)	(#)	(#)	(#) (2)	($) (3)
Thomas J. May
Annual Incentive (4)	02/04/2014	662,800	1,325,600	2,651,200	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	55,900	111,800	55,900	5,276,401
James J. Judge
Annual Incentive (4)	02/04/2014	192,500	385,000	770,000	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	12,400	24,800	12,400	1,170,436
Leon J. Olivier
Annual Incentive (4)	02/04/2014	202,000	404,000	808,000	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	13,000	26,000	13,000	1,227,070
David R. McHale
Annual Incentive (4)	02/04/2014	192,500	385,000	770,000	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	12,400	24,800	12,400	1,170,436
Werner J. Schweiger
Annual Incentive (4)	02/04/2014	195,000	390,000	780,000	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	8,700	17,400	8,700	821,193
Gregory B. Butler
Annual Incentive (4)	02/04/2014	149,955	299,910	599,820	—	—	—	—	—
Long-Term Incentive (5)	02/04/2014	—	—	—	—	8,600	17,200	8,600	811,754

(1)

Reflects the number of performance shares granted to each of the Named Executive Officers on February 4, 2014 under the 2014 – 2016 Long-Term Incentive Program. Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2016. At the end of the Performance Period, common shares will be awarded based on actual performance as a percentage of target, subject to reduction for applicable withholding taxes. Holders of performance shares are eligible to receive dividend equivalent units on outstanding performance shares held by them to the same extent that dividends are declared and paid on our common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with NU common shares underlying the performance shares. The Annual Incentive Plan does not include an equity component.

(2)

Reflects the number of RSUs granted to each of the Named Executive Officers on February 4, 2014 under the 2014 – 2016 Long-Term Incentive Program. RSUs vest in equal installments on February 4, 2015, 2016 and 2017. NU will distribute common shares with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable withholding taxes. Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs held by them to the same extent that dividends are declared and paid on NU common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the NU common shares distributed in respect of the underlying RSUs.

(3)

Reflects the grant-date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the Named Executive Officers on February 4, 2014 under the 2014 – 2016 Long-Term Incentive Program.

(4)

Amounts reflect the range of potential payouts, if any, under the 2014 Annual Incentive Program for each Named Executive Officer, as described in the CD&A. The payment in 2015 for performance in 2014 is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The threshold payment under the Annual Incentive Program is 50 percent of target.

(5)

Reflects the range of potential payouts, if any, pursuant to performance share awards under the 2014 – 2016 Long-Term Incentive Program, as described in the CD&A.

EQUITY GRANTS OUTSTANDING AT DECEMBER 31, 2014

The following table sets forth option and RSU grants outstanding at the end of our fiscal year ended December 31, 2014 for each of the Named Executive Officers. All outstanding options were fully vested as of April 10, 2012.

		Option Awards (1)						Stock Awards (2)
														Equity Incentive
												Equity Incentive		Plan Awards:
												Plan Awards:		Market or Payout
		Number of						Number of		Market Value		Number of		Value of
		Securities						Shares or		of Shares or		Unearned		Unearned
		Underlying						Units of		Units of		Shares, Units or		Shares, Units or
		Unexercised		Option				Stock that		Stock that		Other Rights		Other Rights
		Options		Exercise		Option		have not		have not		That Have Not		That Have Not
		Exercisable		Price		Expiration		Vested		Vested		Vested		Vested
Name		(#)		($)		Date		(#) (3)		($) (4)		(#)		($)
Thomas J. May		174,496		26.9000		1/28/2020		—		—		—		—
		—		—		—		130,903		7,005,912		113,412		6,069,810
James J. Judge		—		—		—		107,782		5,768,468		26,832		1,436,049
Leon J. Olivier		—		—		—		88,063		4,713,154		28,201		1,509,318
David R. McHale		—		—		—		104,935		5,616,122		26,832		1,436,049
Werner J. Schweiger		47,232		28.1200		5/3/2017		—		—		—		—
		39,360		24.7400		1/24/2018		—		—		—		—
		48,544		25.9300		1/22/2019		—		—		—		—
		36,736		26.9000		1/28/2020		—		—		—		—
		—		—		—		92,021		4,924,953		18,942		1,013,776
Gregory B. Butler		—		—		—		77,732		4,160,216		18,625		996,810

(1)

Options held by Mr. May and Mr. Schweiger were granted by NSTAR before the Merger and assumed by NU upon completion of the Merger.

(2)

Awards and market values of awards appearing in the table and the accompanying notes have been rounded to whole units.

(3)

A total of 154,815 unvested RSUs vested after January 1 and on or before February 25, 2015 (Mr. May: 73,839 and Mr. Judge: 17,304; Mr. Olivier: 18,804; Mr. McHale: 17,878; Mr. Schweiger: 13,810 and Mr. Butler: 13,180). A total of 77,616 unvested RSUs will vest on February 4, 2016 (Mr. May: 37,805; Mr. Judge: 8,944; Mr. Olivier: 9,400; Mr. McHale: 8,944; Mr. Schweiger: 6,314 and Mr. Butler: 6,209). A total of 38,244 unvested RSUs will vest on February 4, 2017 (Mr. May: 19,259; Mr. Judge: 4,273; Mr. Olivier: 4,479; Mr. McHale: 4,273; Mr. Schweiger: 2,997 and Mr. Butler: 2,963).

In connection with the Merger, in November 2010, NU and NSTAR each established retention pools in an aggregate amount of $10 million to be allocated to key employees, including certain executive officers, to help ensure their continued dedication to each company both before and after completion of the Merger. Awards were in the form of RSUs and generally vest subject to three years of continuous service following completion of the Merger. Full payment will also be made if an eligible executive dies, becomes disabled, or is terminated by NU without "cause" before the end of the retention period, in which case the retention payment will be reduced by the amount of any cash severance payable to the executive upon or during the year following termination. Awards granted to former NSTAR executive officers were assumed by NU upon completion of the Merger. An additional 330,760 unvested RSUs granted pursuant to the retention pools will vest on April 10, 2015, subject to three years of continuous service following completion of the Merger (Mr. Judge: 77,260; Mr. Olivier: 55,380; Mr. McHale: 73,840; Mr. Schweiger: 68,900 and Mr. Butler: 55,380). Mr. May did not participate in this program.

(4)

The market value of RSUs is determined by multiplying the number of RSUs by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

(5)

Reflects the target payout level for 2014 performance shares. The payout for 2014 performance shares will be based on actual performance as a percentage of target, subject to reduction for applicable withholding taxes. As described more fully under "Performance Shares" in the CD&A and footnote (1) to the Grants of Plan-Based Awards table, performance shares will vest following a three-year performance period based on the extent to which the two 2014 performance conditions are achieved. A total of 118,149 unearned performance shares (including accrued dividend equivalents) will vest on December 31, 2016, assuming achievement of these conditions at a target level of performance: (Mr. May: 55,638; Mr. Judge: 14,016; Mr. Olivier: 14,765; Mr. McHale: 14,016; Mr. Schweiger: 9,951 and Mr. Butler: 9,763).

(6)

The market value is determined by multiplying the number of performance shares in the adjacent column by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

OPTIONS EXERCISED AND STOCK VESTED IN 2014

The following table reports amounts realized on equity compensation during the fiscal year ended December 31, 2014. The Stock Awards columns report the vesting of RSU grants to the Named Executive Officers in 2014.

		Option Awards				Stock Awards
						Number of
						Shares
		Number of		Value Realized		Acquired on		Value Realized
		Shares Acquired		on Exercise		Vesting		on Vesting
Name		on Exercise		($) (1)		(#) (2)		($) (3)
Thomas J. May		649,440		11,654,253		90,002		3,864,352
James J. Judge		—		—		20,884		897,582
Leon J. Olivier		—		—		23,479		1,055,842
David R. McHale		—		—		22,300		1,002,842
Werner J. Schweiger		141,696		3,595,413		18,178		779,454
Gregory B. Butler		—		—		16,982		763,701

(1)

Represents the amounts realized upon option exercises, which is the difference between the option exercise price and the market price at the time of exercise.

(2)

Includes RSUs granted to the Named Executive Officers under NU's long-term incentive programs, including dividend reinvestments, as follows:

	Name		2011 Program		2012 Program		2013 Program		2014 Program
	Thomas J. May		37,191		34,867		17,944		—
	James J. Judge		8,275		8,089		4,520		—
	Leon J. Olivier		9,618		9,099		4,762		—
	David R. McHale		9,136		8,644		4,520		—
	Werner J. Schweiger		7,717		7,252		3,209		—
	Gregory B. Butler		7,097		6,746		3,140		—

In all cases, the distribution of common shares is reduced by that number of shares valued in an amount sufficient to satisfy tax withholding obligations, which amount is distributed in cash.

(3)

Values realized on vesting for Messrs. May, Judge and Schweiger are based on $42.43 per share, the closing price of NU common shares on January 28, 2014 and $44.97 per share, the closing price of NU common shares on February 18, 2014. Values realized on vesting for Messrs. Olivier, McHale and Butler are based on $44.42 per share, the closing price of NU common shares on February 25, 2014.

PENSION BENEFITS IN 2014

The Pension Benefits Table shows the estimated present value of accumulated retirement benefits payable to each Named Executive Officer upon retirement based on the assumptions described below. The table distinguishes between benefits available under the qualified pension program, the supplemental pension program, and any additional benefits available under contractual agreements. See the narrative above in the Compensation Discussion and Analysis under the caption "OTHER- Retirement Benefits" and "CONTRACTUAL AGREEMENTS" for more detail on benefits under these plans and our agreements.

The values shown in the Pension Benefits Table for Messrs. May and Judge were calculated as of December 31, 2014 based on benefit payments in the form of a lump sum. For Mr. McHale, a payment of benefits in the form of a one-half spousal contingent annuitant option was assumed. The Compensation Committee and the Board of Trustees approved a resolution in February of 2014 providing that the net present value of Mr. May's pension program benefit will be not less than the amount that represents the value of his earned pension program benefit as of December 31, 2012, the end of the year that Mr. May reached retirement age. The retirement benefit equaled $23.05 million at that date. Such earned pension program benefit value could otherwise change in the future because of the reduction in mortality factors and the potentially rising interest rates. For Mr. Olivier, both a lump sum payment of his special retirement benefits under his agreement, and payment of his qualified pension program benefit as a life annuity with a one-third spousal contingent annuitant option (the typical payment form under that Plan) were assumed.

The values shown in this Table for the Named Executive Officers were based on benefit payments commencing at the earliest possible ages for retirement with unreduced benefits: Mr. May: age 67, Mr. Judge: age 60, Mr. Olivier: age 60, Mr. McHale: age 60, Mr. Schweiger: age 60, Mr. Butler: age 62.

In addition, benefits under the qualified pension program were determined using tax code limits in effect on December 31, 2014. For Messrs. May, Judge and Schweiger, the values shown reflect actual 2014 salary and annual incentives earned in 2013 but paid in 2014 (per applicable supplemental program rules). For Messrs. McHale and Butler, the values shown reflect actual 2014 salary and annual incentives earned in 2014 but paid in 2015 (per applicable supplemental program rules).

The present value of benefits at retirement age was determined using the discount rate of 4.2 percent under ASC 715 for the 2014 fiscal year end measurement (as of December 31, 2014). This present value assumes no pre-retirement mortality, turnover or disability. However, for the postretirement period beginning at retirement age, we used the RP2000 Combined Healthy mortality table (the 1983 Group Annuity Mortality Table for Mr. Olivier per his agreement) as published by the Society of Actuaries projected to 2013 with projection scale AA, which is the same table used

for financial reporting under ASC 715. Additional assumptions appear under the caption "Management's Discussion and Analysis and Results of Operations" in this Annual Report on Form 10-K.

Pension Benefits

				Number of		Present Value
				Years Credited		of Accumulation		During Last
Name		Plan Name		Service (#)		Benefit ($)		Fiscal Year ($)
Thomas J. May		Retirement Plan		38.5		2,332,334		—
		Supplemental Plan		20		6,201,263		—
		Supplemental Plan		38.5		14,704,089		—
James Judge		Retirement Plan		37.33		2,486,559		—
		Supplemental Plan		20		4,642,887		—
		Supplemental Plan		37.33		2,671,550		—
Leon J. Olivier (1)		Retirement Plan		15.8		702,330		—
		Supplemental Plan		13.3		5,304,563		—
		Special Retirement Benefit		31.2		1,266,068		105,966
David R. McHale		Retirement Plan		33.3		1,562,280		—
		Supplemental Plan		33.3		5,994,100		—
Werner J. Schweiger		Retirement Plan		12.83		364,217		—
		Supplemental Plan		12.83		3,860,859		—
		Supplemental Plan		12.83		1,131,928		—
Gregory B. Butler		Retirement Plan		18		815,603		—
		Supplemental Plan		18		2,314,489		—

(1)

Mr. Olivier was employed with Northeast Nuclear Energy Company, one of NU's subsidiaries, from October of 1998 through March of 2001. In connection with this employment, he received a special retirement benefit that provided credit for service with his previous employer, Boston Edison Company (BECO), when calculating the value of his defined benefit pension, offset by the pension benefit provided by BECO. The benefit, which commenced upon Mr. Olivier's 55th birthday, provides an annuity of $105,966 per year in a form that provides no contingent annuitant benefit. The present value of future payments under this benefit was calculated using the actuarial assumptions currently used by the pension program. Mr. Olivier was rehired by NU from Entergy in September 2001. Mr. Olivier's current employment agreement provides for certain supplemental pension benefits in lieu of benefits under the supplemental program, in order to provide a benefit similar to that provided by Entergy. Under this arrangement, Mr. Olivier is eligible to receive a supplemental benefit, consisting of three percent of final average compensation for each of his first 15 years of service since September 10, 2001, plus one percent of final average compensation for each of the second 15 years of service. Alternatively, if Mr. Olivier voluntarily terminates his employment with NU, he is eligible to receive upon retirement a lump sum payment of $2,050,000 in lieu of benefits under the supplemental program and the benefit described in the preceding sentence. These supplemental pension benefits will be offset by the value of any benefits he receives from the pension program. Amounts reported in the table assume the termination of his employment with our consent on December 31, 2014, and payment of the lump sum benefit of $4,062,892 offset by pension program benefits.

NONQUALIFIED DEFERRED COMPENSATION IN 2014

See the narrative above in the Compensation Discussion and Analysis under the caption "ELEMENTS OF 2014 COMPENSATION - OTHER- Deferred Compensation" for more detail on our non-qualified deferred compensation program.

		Executive		Registrant		Aggregate		Aggregate		Aggregate
		Contributions		Contributions		Earnings in		Withdrawals/		Balance at
		in Last FY		in Last FY		in Last FY		Distributions		Last FYE
Name		($) (1)		($) (2)		($)		($) (3)		($) (4)
Thomas J. May		—		—		11,669,293		—		56,633,176
James J. Judge		—		—		1,008,682		—		4,380,935
Leon J. Olivier		123,446		10,737		186,165		—		2,901,959
David R. McHale		11,753		9,827		12,726		—		116,362
Werner J. Schweiger		997,803		—		1,457,325		—		13,782,734
Gregory B. Butler		—		—		2,826		—		16,087

(1)

Includes deferrals under the deferred compensation program (Mr. Olivier: $123,146; Mr. McHale: $11,753 and Mr. Schweiger: $997,803). Named Executive Officers who participate in this program are provided with a variety of investment opportunities, which the individual can modify and reallocate under the program terms. Contributions by the Named Executive Officer are vested at all times; however, the applicable employer matching contribution vests after three years and will be forfeited if the executive's employment terminates, other than for retirement, death or disability, prior to vesting, but will become fully vested upon a change of control. The amounts reported in this column for each Named Executive Officer are reflected as compensation to such Named Executive Officer in the Summary Compensation Table.

(2)

Includes employer matching contributions made by NU under the deferred compensation program as of December 31, 2014 and posted on January 31, 2015, as reported in the All Other Compensation column of the Summary Compensation Table: (Mr. Olivier: $10,737 and Mr. McHale: $9,827). The employer matching contribution is deemed to be invested in common shares but is paid in cash at the time of distribution.

(3)

Includes the total market value of deferred compensation program balances at December 31, 2014, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year. The aggregate balances reflect a significant level of earnings on previously earned and deferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Generally, a "change of control" means a change in ownership or control of NU effected through (i) the acquisition of 20 percent or more of the combined voting power of common shares or other voting securities (30 percent for Messrs. May, Judge and Schweiger, excluding certain defined transactions), (ii) the acquisition of more than 50 percent of common shares excluding certain defined transactions (for Messrs. May, Judge and Schweiger), (iii) a change in the majority of NU's Board of Trustees, unless approved by a majority of the incumbent Trustees, (iv) certain reorganizations, mergers or consolidations where substantially all of the persons who were the beneficial owners of the outstanding common shares immediately prior to such business combination do not beneficially own more than 50 percent (75 percent for Mr. Olivier) of the voting power of the resulting business entity (excluding in certain cases defined transactions), and (v) complete liquidation or dissolution of NU, or a sale or disposition of all or substantially all of the assets of NU other than, for Messrs. McHale and Butler, to an entity with respect to which following completion of the transaction more than 50 percent (75 percent for Mr. Olivier) of common shares or other voting securities is then owned by all or substantially all of the persons who were the beneficial owners of common shares and other voting securities immediately prior to such transaction.

In the event of a change of control, the Named Executive Officers are generally entitled to receive compensation and benefits following either involuntary termination of employment without "cause" or voluntary termination of employment for "good reason" within the applicable period (generally two years following change of control or shareholder approval thereof). The Committee believes that termination for good reason is conceptually the same as termination "without cause" and, in the absence of this provision, potential acquirers would have an incentive to constructively terminate executives to avoid paying severance. Termination for "cause" generally means termination due to a felony or certain other convictions; fraud, embezzlement, or theft in the course of employment; intentional, wrongful damage to Company property; gross misconduct or gross negligence in the course of employment or gross neglect of duties harmful to the Company; or a material breach of obligations under the agreement. "Good reason" for termination generally exists after assignment of duties inconsistent with executive's position, a material reduction in compensation or benefits, a transfer more than 50 miles from the executive's pre-change of control principal business location (or for Messrs. May, Judge and Schweiger, an involuntary transfer outside the Greater Boston Metropolitan Area), or requiring business travel to a substantially greater extent than required pre-change of control (for Messrs. May, Judge and Schweiger).

The discussion and tables below show compensation payable to each Named Executive Officer, in the event of: (i) termination for cause; (ii) voluntary termination; (iii) involuntary not-for-cause termination; (iv) termination in the event of disability; (v) death; and (vi) termination following change of control. The amounts shown assume that each termination was effective as of December 31, 2014, the last business day of the fiscal year.

The summaries above do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and plans, copies of which have been filed as exhibits to this Annual Report on Form 10-K.

Payments Upon Termination

Regardless of the manner in which the employment of a Named Executive Officer terminates, he is entitled to receive certain amounts earned during his term of employment. Such amounts include:

·

Vested RSUs and certain other vested awards;

·

Amounts contributed and any vested matching contributions under the deferred compensation program;

·

Pay for unused vacation; and

·

Amounts accrued and vested under the pension/supplemental and 401k programs (except in the event of a termination for cause under the supplemental program).

See the section above captioned "PENSION BENEFITS IN 2014" for information about the pension program, supplemental program and other benefits, and the section captioned "NONQUALIFIED DEFERRED COMPENSATION IN 2014."

I.

Post-Employment Compensation: Termination for Cause

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives	―	―	―	―	―	―
Performance Shares	―	―	―	―	―	―
RSUs	―	―	―	―	―	―
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	―	―
Special Retirement Benefit (1)	―	―	1,266,086	―	―	―
Deferral Plan	―	―	―	―	―	―
Other Benefits
Health and Welfare Cash Value	―	―	―	―	―	―
Perquisites	―	―	―	―	―	―
Separation Payments
Excise Tax & Gross-Up	―	―	―	―	―	―
Separation Payment for Non-Compete Agreement	―	―	―	―	―	―
Separation Payment for Liquidated Damages	―	―	―	―	―	―
Total	—	—	1,266,086	—	—	—

(1)

Represents actuarial present values at year-end 2014 of amounts payable solely under Mr. Olivier's employment agreement upon termination (which are in addition to amounts due under the pension program). Under Mr. Olivier's agreement, he would receive upon termination a lump sum payment of $2,050,000, offset by the value of pension program benefits.

II.

Post-Employment Compensation: Voluntary Termination

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives (1)	2,250,000	660,000	680,000	660,000	600,000	515,000
Performance Shares (2)	6,069,829	728,740	1,509,336	―	515,450	505,971
RSUs (3)	4,819,597	438,797	1,689,294	―	309,770	646,586
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	―	―
Special Retirement Benefit (4)	―	―	1,266,086	―	―	―
Deferral Plan	―	―	―	―	―	―
Other Benefits
Health and Welfare Benefits	―	―	―	―	―	―
Perquisites	―	―	―	―	―	―
Separation Payments
Excise Tax & Gross-Up	―	―	―	―	―	―
Separation Payment for Non-Compete Agreement	―	―	―	―	―	―
Separation Payment for Liquidated Damages	―	―	―	―	―	―
Total	13,139,426	1,827,537	5,144,716	660,000	1,425,220	1,667,557

(1)

Represents actual 2014 annual incentive awards, determined as described in the CD&A.

(2)

Represents performance share awards under the 2014 – 2016 Long-Term Incentive Program.

(3)

Represents values of RSUs granted to the Named Executive Officers under NU's long-term incentive programs that, at year-end 2014, were unvested under applicable vesting schedules. Under these programs, RSUs vest pro rata based on credited service years and age at termination, and time worked during the vesting period. The values were calculated by multiplying the number of RSUs by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year. Excludes retention pool RSU grants, which would not vest upon voluntary termination.

(4)

Represents actuarial present values at year-end 2014 of amounts payable solely under employment agreements (which are in addition to amounts due under the pension program). Under Mr. Olivier's agreement, he would receive a lump sum payment of $2,050,000, offset by the value of pension program benefits. Amounts shown are year-end 2014 present values payable upon termination.

III.

Post-Employment Compensation: Involuntary Termination, Not for Cause

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives (1)	2,250,000	660,000	680,000	660,000	600,000	515,000
Performance Shares (2)	6,069,829	728,740	1,509,336	―	515,450	505,971
RSUs (3)	6,748,237	5,021,218	4,653,230	1,997,345	4,398,447	2,087,901
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	―	―
Special Retirement Benefit (4)	―	―	1,266,086	4,063,886	―	3,570,713
Deferral Plan (5)	―	―	―	104,938	―	―
Other Benefits
Health and Welfare Benefits (6)	―	―	―	41,962	―	41,564
Perquisites (7)	―	―	―	10,000	―	10,000
Separation Payments
Excise Tax & Gross-Up	―	―	―	―	―	―
Separation Payment for Non-Compete Agreement (8)	―		―	977,295	―	761,310
Separation Payment for Liquidated Damages (9)	―	―	―	977,295	―	761,310
Total	15,068,066	6,409,958	8,108,652	8,832,721	5,513,897	8,253,769

(1)

Represents actual 2014 Named Executive Officer annual incentive awards, determined as described in the Compensation Discussion and Analysis.

(2)

Represents performance share awards under the 2014 - 2016 Long-Term Incentive Program.

(3)

Represents values of RSUs under our long-term incentive programs that, at year-end 2014, were unvested under applicable vesting schedules. Under these programs, RSUs vest pro rata based on credited service years and age at termination, and time worked during the vesting period. Under the retention program, RSUs vest fully upon termination without cause and the value is reduced by separation payments. The values were calculated by multiplying the number of RSUs by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

(4)

Represents actuarial present values at year-end 2014 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program). Mr. Olivier's agreement provides for a lump sum payment of $5,304,563 offset by the value of pension program benefits. Agreements with Messrs. McHale and Butler provide for two years age and service credit under the supplemental program.

(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).

(6)

Represents estimated costs to NU at year-end 2014 of providing post-employment welfare benefits beyond those available to non-executives upon involuntary termination. The amount reported in the table for Messrs. McHale and Butler represents (a) the value of two years employer contributions toward active health, long-term disability, and life insurance benefits, plus (b) a payment to offset any taxes thereon (gross-up).

(7)

Represents the cost to NU of reimbursing Messrs. McHale and Butler for two years financial planning and tax preparation fees.

(8)

Represents consideration for agreements not to compete with NU following termination. Employment agreements with these executives provide for a lump-sum payment equal to the sum of their base salary plus annual incentive award. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

(9)

Represents severance payments in addition to any non-compete agreement payments described in the prior note.

IV.

Post-Employment Compensation: Termination Upon Disability

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives (1)	2,250,000	660,000	680,000	660,000	600,000	515,000
Performance Shares (2)	6,069,829	728,740	1,509,336	728,740	515,450	505,971
RSUs and Other Awards (3)	6,748,237	5,021,218	4,653,230	4,829,027	4,398,447	3,610,521
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	―	―
Special Retirement Benefit (4)	―	―	1,266,086	―	―	―
Deferral Plan (5)	―	―	―	116,768	―	―
Other Benefits
Health and Welfare Benefits	―	―	―	―	―	―
Perquisites	―	―	―	―	―	―
Separation Payments
Excise Tax & Gross-Up	―	―	―	―	―	―
Separation Payment for Non-Compete Agreement	―	―	―	―	―	―
Separation Payment for Liquidated Damages	―	―	―	―	―	―
Total	15,068,066	6,409,958	8,108,652	6,334,535	5,513,897	4,631,492

(1)

Represents actual 2014 Named Executive Officer annual incentive awards, determined as described in the CD&A.

(2)

Represents performance share awards under the 2014 – 2016 Long-Term Incentive Program.

(3)

Represents values of RSUs and other awards under our long-term incentive programs and retention awards that, at year-end 2014, were unvested under applicable vesting schedules. Under these programs and awards, upon termination due to disability, awards vest in full or on a prorated basis based on credited service years and age at termination, and time worked during the vesting period. The values were calculated by multiplying the number of RSUs by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

(4)

Represents the actuarial present values at the end of 2014 of the amounts payable solely as the result of employment agreements upon termination (which are in addition to amounts payable under the pension program). Under Mr. Olivier's agreement, a disability termination results in a lump sum payment of $5,304,563 offset by the value of pension program benefits.

(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).

V.

Post-Employment Compensation: Death

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives (1)	2,250,000	660,000	680,000	660,000	600,000	515,000
Performance Shares (2)	6,069,829	728,740	1,509,336	728,740	515,450	505,971
RSUs and Other Awards (3)	6,748,237	5,021,218	4,653,230	4,829,027	4,398,447	3,610,521
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	―	―
Special Retirement Benefit (4)	―	―	1,266,086	―	―	―
Deferral Plan (5)	―	―	―	116,768	―	―
Other Benefits
Health and Welfare Benefits	―	―	―	―	―	―
Perquisites	―	―	―	―	―	―
Separation Payments
Excise Tax & Gross-Up	―	―	―	―	―	―
Separation Payment for Non-Compete Agreement	―	―	―	―	―	―
Separation Payment for Liquidated Damages	―	―	―	―	―	―
Total	15,068,066	6,409,958	8,108,652	6,334,535	5,513,897	4,631,492

(1)

Represents actual 2014 Named Executive Officer annual incentive awards, determined as described in the CD&A.

(2)

Represents performance share awards under the 2014 – 2016 Long-Term Incentive Program.

(3)

Represents values of RSUs and other awards under our long-term incentive programs and retention awards that, at year-end 2014, were unvested under applicable vesting schedules. Under these programs and awards, upon termination due to death, awards vest in full or are prorated based on credited service years and age at termination, and time worked during the vesting period. The values were calculated by multiplying the number of RSUs by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

(4)

Represents the actuarial present values at the end of 2014 of the amounts payable to a surviving spouse solely under agreements (which are in addition to amounts due under the pension program). Under Mr. Olivier's agreement, this benefit would be a lump sum payment of $5,304,563, offset by the value of pension program benefits. Pension amounts shown in the table are year-end 2014 present values of benefits immediately payable to the spouse or estate.

(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).

Payments Made Upon a Change of Control

The agreements with Messrs. May, Judge, McHale, Schweiger and Butler include change of control benefits. Mr. Olivier participates in the Special Severance Program for Officers (SSP), which also provides change of control benefits. The agreements and the SSP are binding on NU and on certain of its majority-owned subsidiaries, including CL&P.

Pursuant to the agreements and the SSP, if an involuntary non-"cause" termination of employment occurs following a change of control (see definition of "cause" above under the heading of "POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL"), or in the event of a voluntary termination for "good reason" (as described above under such heading), then the Named Executive Officers generally will receive the benefits listed below:

·

For Messrs. May, Judge and Schweiger, a lump sum severance payment of three-times (two-times for Messrs. McHale and Butler, and one-time for Mr. Olivier) the sum of the executive's base salary plus annual incentive award for the relevant year (Base Compensation), plus for Messrs. McHale and Butler consideration for two year non-compete and non-solicitation covenants (one year covenant for Mr. Olivier) in the form of a lump sum payment equal to Base Compensation;

·

Three years health benefits continuation (two years for Mr. Olivier);

·

For Messrs. McHale and Butler, three years additional age and service credit under the applicable supplemental pension program (a lump sum payment equal to the value of such credit under that program and the pension program for Messrs. May and Judge);

·

Automatic vesting and distribution of long-term performance awards (with performance shares vesting at target) and certain other awards; and

·

A lump sum equal to any excise taxes incurred under the Internal Revenue Code due to receipt of change of control payments, plus an amount to offset any taxes incurred on such payments (gross-up) except for Mr. Olivier. NU has discontinued the practice of providing such gross-up payments in contractual agreements for newly elected executives.

For Messrs. McHale and Butler, the Merger did not constitute a change of control under their agreements. For Mr. Olivier, no compensation or benefits will be payable unless employment terminates during the applicable change of control period in the circumstances described below. For Messrs. May, Judge and Schweiger, in accordance with terms established by the NSTAR Executive Personnel Committee subsequent to the execution of the Merger Agreement between NU and NSTAR, and notwithstanding the terms of the NSTAR Long Term Incentive Plan, which called for outstanding and unvested stock awards to vest upon a change of control, the 2012 NSTAR performance awards did not vest upon the closing of the Merger, but were instead converted to RSUs and were made subject to the same vesting schedule as NU RSUs. No other benefits will be payable to these executives unless employment terminates during the applicable period in the circumstances described below.

The above summaries do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and programs (including component plans), copies of which have been filed as exhibits to this Annual Report on Form 10-K (where applicable).

VI.

Post-Employment Compensation: Termination Following a Change of Control

	May	Judge	Olivier	McHale	Schweiger	Butler
Type of Payment	($)	($)	($)	($)	($)	($)
Incentive Programs
Annual Incentives (1)	2,250,000	660,000	680,000	660,000	600,000	515,000
Performance Shares (2)	6,069,829	1,436,063	1,509,336	1,436,063	1,013,794	996,810
RSUs and Other Awards (3)	7,005,912	1,633,477	2,660,224	2,684,237	1,237,429	1,876,286
Pension and Deferred Compensation
Supplemental Plan	―	―	―	―	—	―
Special Retirement Benefit (4)	1,585,764	1,178,500	1,266,086	8,031,236	2,452,541	4,171,891
Deferral Plan (5)	―	―	―	116,768	—	―
Other Benefits
Health and Welfare Benefits (6)	30,168	63,054	27,864	62,942	63,429	62,345
Perquisites (7)	17,580	18,300	―	15,000	18,084	15,000
Separation Payments
Excise Tax and Gross-Up (8)	―	―	―	7,797,762	—	3,226,193
Separation Payment for Non-Compete Agreement (9)	―	―	1,026,465	977,295	—	761,310
Separation Payment for Liquidated Damages (10)	9,990,300	3,726,900	1,026,465	1,954,590	3,450,000	1,522,620
Total	26,949,553	8,716,294	8,196,440	23,735,893	8,835,277	13,147,455

(1)

Represents actual 2014 annual incentive awards, determined as described in the CD&A.

(2)

Represents performance share awards under the 2014 – 2016 Long-Term Incentive Program.

(3)

Represents values of RSUs and other awards under long-term incentive programs and retention awards that, at year-end 2014, were unvested under applicable vesting schedules. Under these programs, upon termination in certain cases without cause or for good reason following a change of control, awards generally vest in full. Retention awards vest in full in such circumstances, and the payout value is reduced by any separation payments as described above. The values were calculated by multiplying the number of shares subject to awards by $53.52, the closing price of NU common shares on December 31, 2014, the last trading day of the year.

(4)

Represents actuarial present value at year-end 2014 of amounts payable solely as a result of provisions in employment agreements (which are in addition to amounts payable under the pension program). For Messrs. May, Judge, McHale, Schweiger and Butler, pension benefits were calculated by adding three years of service (and a lump sum of this benefit value is payable to Messrs. May, Judge, Schweiger and Butler). Mr. Olivier's agreement provides for a lump sum payment of $5,304,563, offset by his pension program benefit value. Pension amounts shown in the table are present values at year-end 2014 of benefits payable upon termination as described with respect to the Pension Benefits Table above.

(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).

(6)

Represents the cost to NU at year-end 2014 (estimated by our benefits consultants) of providing post-employment welfare benefits to Named Executive Officers beyond those benefits provided to non-executives upon involuntary termination. The amounts shown in the table for Messrs. May, Judge and Schweiger represent the value of three years continued welfare plan participation. The amounts shown in the table for Messrs. McHale and Butler represent (a) the value of three years employer contributions toward active health, long-term disability, and life insurance benefits, plus (b) a payment to offset any taxes on the value of these benefits (gross-up), less (c) the value of one year retiree health coverage at retiree rates. The amounts reported in the table for Mr. Olivier represent (a) the value of two years employer contributions toward active health benefits, plus (b) a payment to offset any taxes on the value of these benefits (gross-up), less (c) the value of two years retiree health coverage at retiree rates.

(7)

Represents cost to NU of reimbursing financial planning and tax preparation fees for three years.

(8)

Represents payments made to offset costs to Messrs. McHale and Butler associated with certain excise taxes under Section 280G of the Internal Revenue Code. Executives may be subject to certain excise taxes under Section 280G if they receive payments and benefits related to a termination following a Change of Control that exceed specified Internal Revenue Service limits. Contractual agreements with the above executives provide for a grossed-up reimbursement of these excise taxes. The amounts in the table are based on the Section 280G excise tax rate of 20 percent, the statutory federal income tax withholding rate of 35 percent, the applicable state income tax rate, and the Medicare tax rate of 1.45 percent.

(9)

Represents payments made under agreements or the SSP as consideration for agreement not to compete with NU following termination of employment equal to the sum of base salary plus relevant annual incentive award. These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.

(10)

Represents severance payments in addition to any non-compete agreement payments described in the prior note. For Messrs. May, Judge and Schweiger, this payment equals three-times the sum of base salary plus relevant annual incentive award (two-times the sum for Messrs. McHale and Butler, and one-time the sum for Mr. Olivier.) These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.