Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

Exhibits and Financial Statement Schedules



(a)	1.	Financial Statements:

			The financial statements filed as part of this Annual Report on Form 10-K are set forth under Item 8, "Financial Statements and Supplementary Data."

	2.	Schedules

		I.	Financial Information of Registrant: Northeast Utilities (Parent) Balance Sheets as of December 31, 2014 and 2013	S-1

			Northeast Utilities (Parent) Statements of Income for the Years Ended December 31, 2014, 2013 and 2012	S-2

			Northeast Utilities (Parent) Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012	S-2

			Northeast Utilities (Parent) Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	S-3

		II.	Valuation and Qualifying Accounts and Reserves for NU, CL&P, NSTAR Electric, PSNH and WMECO for 2014, 2013 and 2012	S-4

			All other schedules of the companies for which inclusion is required in the applicable regulations of the SEC are permitted to be omitted under the related instructions or are not applicable, and therefore have been omitted.

	3.		Exhibit Index	E-1

NORTHEAST UTILITIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	NORTHEAST UTILITIES

February 25, 2015	By:	/s/	Jay S. Buth
			Jay S. Buth
			Vice President, Controller and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ Thomas J. May	Chairman, President and	February 25, 2015
Thomas J. May	Chief Executive Officer, and a Trustee
	(Principal Executive Officer)


/s/ James J. Judge	Executive Vice President and	February 25, 2015
James J Judge	Chief Financial Officer
	(Principal Financial Officer)


/s/ Jay S. Buth	Vice President, Controller	February 25, 2015
Jay S. Buth	and Chief Accounting Officer


/s/ Richard H. Booth	Trustee	February 25, 2015
Richard H. Booth


/s/ John S. Clarkeson	Trustee	February 25, 2015
John S. Clarkeson


/s/ Cotton M. Cleveland	Trustee	February 25, 2015
Cotton M. Cleveland


/s/ Sanford Cloud, Jr.	Trustee	February 25, 2015
Sanford Cloud, Jr.


/s/ James S. DiStasio	Trustee	February 25, 2015
James S. DiStasio


/s/ Francis A. Doyle	Trustee	February 25, 2015
Francis A. Doyle



/s/ Charles K. Gifford	Trustee	February 25, 2015
Charles K. Gifford


/s/ Paul A. La Camera	Trustee	February 25, 2015
Paul A. La Camera


/s/ Kenneth R. Leibler	Trustee	February 25, 2015
Kenneth R. Leibler


/s/ William C. Van Faasen	Trustee	February 25, 2015
William C. Van Faasen


/s/ Frederica M. Williams	Trustee	February 25, 2015
Frederica M. Williams


/s/ Dennis R. Wraase	Trustee	February 25, 2015
Dennis R. Wraase

THE CONNECTICUT LIGHT AND POWER COMPANY

SIGNATURES


	THE CONNECTICUT LIGHT AND POWER COMPANY

February 25, 2015	By:	/s/	Jay S. Buth
			Jay S. Buth
			Vice President, Controller and Chief Accounting Officer

POWER OF ATTORNEY


Signature	Title	Date

/s/ Thomas J. May	Chairman and a Director	February 25, 2015
Thomas J. May	(Principal Executive Officer)


/s/ Werner J. Schweiger	Chief Executive Officer and a Director	February 25, 2015
Werner J. Schweiger


/s/ James J. Judge	Executive Vice President and	February 25, 2015
James J. Judge	Chief Financial Officer and a Director
	(Principal Financial Officer)


/s/ Gregory B. Butler	Senior Vice President and General Counsel	February 25, 2015
Gregory B. Butler	and a Director


/s/ Jay S. Buth	Vice President, Controller	February 25, 2015
Jay S. Buth	and Chief Accounting Officer

NSTAR ELECTRIC COMPANY

SIGNATURES


	NSTAR ELECTRIC COMPANY

February 25, 2015	By:	/s/	Jay S. Buth
			Jay S. Buth
			Vice President, Controller and Chief Accounting Officer

POWER OF ATTORNEY


Signature	Title	Date

/s/ Thomas J. May	Chairman and a Director	February 25, 2015
Thomas J. May	(Principal Executive Officer)


/s/ Werner J. Schweiger	Chief Executive Officer and a Director	February 25, 2015
Werner J. Schweiger


/s/ James J. Judge	Executive Vice President and	February 25, 2015
James J. Judge	Chief Financial Officer and a Director
	(Principal Financial Officer)


/s/ Gregory B. Butler	Senior Vice President and General Counsel	February 25, 2015
Gregory B. Butler	and a Director


/s/ Jay S. Buth	Vice President, Controller	February 25, 2015
Jay S. Buth	and Chief Accounting Officer

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

SIGNATURES


	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

February 25, 2015	By:	/s/	Jay S. Buth
			Jay S. Buth
			Vice President, Controller and Chief Accounting Officer

POWER OF ATTORNEY


Signature	Title	Date

/s/ Thomas J. May	Chairman and a Director	February 25, 2015
Thomas J. May	(Principal Executive Officer)


/s/ Werner J. Schweiger	Chief Executive Officer and a Director	February 25, 2015
Werner J. Schweiger


/s/ James J. Judge	Executive Vice President and	February 25, 2015
James J. Judge	Chief Financial Officer and a Director
	(Principal Financial Officer)


/s/ Gregory B. Butler	Senior Vice President and General Counsel	February 25, 2015
Gregory B. Butler	and a Director


/s/ Jay S. Buth	Vice President, Controller	February 25, 2015
Jay S. Buth	and Chief Accounting Officer

WESTERN MASSACHUSETTS ELECTRIC COMPANY

SIGNATURES


	WESTERN MASSACHUSETTS ELECTRIC COMPANY

February 25, 2015	By:	/s/	Jay S. Buth
			Jay S. Buth
			Vice President, Controller and Chief Accounting Officer

POWER OF ATTORNEY


Signature	Title	Date

/s/ Thomas J. May	Chairman and a Director	February 25, 2015
Thomas J. May	(Principal Executive Officer)


/s/ Werner J. Schweiger	Chief Executive Officer and a Director	February 25, 2015
Werner J. Schweiger


/s/ James J. Judge	Executive Vice President and	February 25, 2015
James J. Judge	Chief Financial Officer and a Director
	(Principal Financial Officer)


/s/ Gregory B. Butler	Senior Vice President and General Counsel	February 25, 2015
Gregory B. Butler	and a Director


/s/ Jay S. Buth	Vice President, Controller	February 25, 2015
Jay S. Buth	and Chief Accounting Officer


SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AS OF DECEMBER 31, 2014 AND 2013
(Thousands of Dollars)

				2014		2013
ASSETS
Current Assets:
	Cash			$	138	$	35
	Accounts Receivable from Subsidiaries				6,725		95,513
	Notes Receivable from Subsidiaries				741,150		871,050
	Prepayments and Other Current Assets				41,366		59,905
Total Current Assets					789,379		1,026,503

Deferred Debits and Other Assets:
	Investments in Subsidiary Companies, at Equity				8,387,976		7,733,051
	Notes Receivable from Subsidiaries				106,300		62,500
	Accumulated Deferred Income Taxes				177,908		205,779
	Goodwill				3,231,811		3,231,811
	Other Long-Term Assets				33,552		22,099
Total Deferred Debits and Other Assets					11,937,547		11,255,240

Total Assets				$	12,726,926	$	12,281,743

LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable			$	654,825	$	1,014,500
	Long-Term Debt - Current Portion				28,883		31,696
	Accounts Payable				141		441
	Accounts Payable to Subsidiaries				150,268		144,026
	Other				71,778		59,559
Total Current Liabilities					905,895		1,250,222

Deferred Credits and Other Liabilities:
	Other				125,608		122,226
Total Deferred Credits and Other Liabilities					125,608		122,226

Capitalization:
	Long-Term Debt				1,718,608		1,297,767

	Equity:
		Common Shareholders' Equity:
			Common Shares		1,666,796		1,665,351
			Capital Surplus, Paid in		6,235,834		6,192,765
			Retained Earnings		2,448,661		2,125,980
			Accumulated Other Comprehensive Loss		(74,009)		(46,031)
			Treasury Stock		(300,467)		(326,537)
		Common Shareholders' Equity			9,976,815		9,611,528
Total Capitalization					11,695,423		10,909,295

Total Liabilities and Capitalization				$	12,726,926	$	12,281,743


See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."

S-1


SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
(Thousands of Dollars, Except Share Information)

			2014		2013		2012 (1)

Operating Revenues			$	-	$	8	$	2

Operating Expenses:
	Other			29,598		12,766		80,719
Operating Loss				(29,598)		(12,758)		(80,717)
Interest Expense				33,168		31,639		36,325

Other Income, Net:
	Equity in Earnings of Subsidiaries			848,435		785,650		579,221
	Other, Net			1,830		5,062		6,080
		Other Income, Net		850,265		790,712		585,301
Income Before Income Tax Benefit				787,499		746,315		468,259
Income Tax Benefit				(32,047)		(39,692)		(57,789)
Net Income				819,546		786,007		526,048
Net Income Attributable to Noncontrolling Interest				-		-		103
Net Income Attributable to Controlling Interest			$	819,546	$	786,007	$	525,945

Basic Earnings per Common Share			$	2.59	$	2.49	$	1.90

Diluted Earnings per Common Share			$	2.58	$	2.49	$	1.89

Weighted Average Common Shares Outstanding:
	Basic			316,136,748		315,311,387		277,209,819
	Diluted			317,417,414		316,211,160		277,993,631








STATEMENTS OF COMPREHENSIVE INCOME

Net Income			$	819,546	$	786,007	$	526,048
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			2,037		2,049		1,971
	Changes in Unrealized Gains/(Losses) on Other Securities			315		(940)		217
	Change in Funded Status of Pension, SERP and PBOP
		Benefit Plans		(30,330)		25,714		(4,356)
Other Comprehensive Income/(Loss), Net of Tax				(27,978)		26,823		(2,168)
Comprehensive Income Attributable to Noncontrolling Interest				-		-		(103)
Comprehensive Income Attributable to Controlling Interest			$	791,568	$	812,830	$	523,777


(1) On April 10, 2012, NU acquired NSTAR and its subsidiaries. The financial information includes NSTAR and its subsidiaries' results of operations beginning April 10, 2012. See Note 21, "Merger of NU and NSTAR," for further information regarding the merger.

See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."

S-2


SCHEDULE I
NORTHEAST UTILITIES (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 and 2012
(Thousands of Dollars)

				2014		2013		2012 (1)
Operating Activities:
	Net Income			$	819,546	$	786,007	$	526,048
	Adjustments to Reconcile Net Income to Net Cash
		Flows Provided by Operating Activities:
			Equity in Earnings of Subsidiaries		(848,435)		(785,650)		(579,221)
			Cash Dividends Received from Subsidiaries		609,800		407,837		374,584
			Deferred Income Taxes		7,956		15,159		(15,350)
			Other		9,409		29,169		(3,755)
		Changes in Current Assets and Liabilities:
			Accounts Receivables from Subsidiaries		88,800		14,704		(18,321)
			Taxes Receivable/Accrued, Net		23,178		13,295		(16,872)
			Accounts Payable, Including Affiliate Payables		5,942		(7,058)		48,332
			Other Current Assets and Liabilities, Net		14,484		(1,411)		60,182
Net Cash Flows Provided by Operating Activities					730,680		472,052		375,627

Investing Activities:
	Capital Contributions to Subsidiaries				(437,553)		(65,400)		(81,431)
	Return of Investment in Subsidiaries				-		-		8,207
	Decrease in Money Pool Lending				-		-		2,200
	Decrease/(Increase) in Notes Receivable from Subsidiaries				86,100		5,475		(704,475)
	Other Investing Activities				-		(1,862)		(608)
Net Cash Flows Used in Investing Activities					(351,453)		(61,787)		(776,107)

Financing Activities:
	Cash Dividends on Common Shares				(475,227)		(462,741)		(375,047)
	Issuance of Long-Term Debt				-		750,000		300,000
	Retirement of Long-Term Debt				-		(550,000)		(263,000)
	Increase/(Decrease) in Short-Term Debt				86,575		(135,500)		733,500
	Other Financing Activities				9,528		(12,418)		5,394
Net Cash Flows (Used in)/Provided by Financing Activities					(379,124)		(410,659)		400,847
Net Increase/(Decrease) in Cash					103		(394)		367
Cash - Beginning of Year					35		429		62
Cash - End of Year				$	138	$	35	$	429

Supplemental Cash Flow Information:
Cash Paid/(Received) During the Year for:
	Interest			$	36,208	$	33,822	$	50,144
	Income Taxes			$	(86,804)	$	(30,603)	$	(27,126)


(1) On April 10, 2012, NU acquired NSTAR and its subsidiaries. The financial information includes NSTAR and its subsidiaries' cash flows beginning April 10, 2012. See Note 21, "Merger of NU and NSTAR," for further information regarding the merger.

See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."

S-3


SCHEDULE II
NORTHEAST UTILITIES AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
(Thousands of Dollars)

Column A		Column B		Column C						Column D		Column E

				Additions
				(1)		(2)		(3)
				Charged		Charged to		Impact
		Balance as		to Costs		Other		Related to		Deductions -		Balance
		of Beginning		and		Accounts -		Merger With		Describe		as of
Description:		of Year		Expenses		Describe (a)		NSTAR		(b)		End of Year

NU:
Reserves Deducted from Assets -
Reserves for Uncollectible Accounts:
	2014	$	171,251	$	55,657	$	51,227	$	-	$	102,818	$	175,317
	2013		165,549		55,465		37,744		-		87,507		171,251
	2012		115,689		36,275		34,761		59,286		80,462		165,549

CL&P:
Reserves Deducted from Assets -
Reserves for Uncollectible Accounts:
	2014	$	81,995	$	6,598	$	39,706	$	-	$	44,012	$	84,287
	2013		77,571		3,947		27,258		-		26,781		81,995
	2012		83,475		2,080		27,084		-		35,068		77,571

NSTAR Electric:
Reserves Deducted from Assets -
Reserves for Uncollectible Accounts:
	2014	$	41,679	$	24,740	$	627	$	-	$	26,376	$	40,670
	2013		44,115		28,108		-		-		30,544		41,679
	2012		27,118		40,301		-		-		23,304		44,115

PSNH:
Reserves Deducted from Assets -
Reserves for Uncollectible Accounts:
	2014	$	7,364	$	6,815	$	797	$	-	$	7,313	$	7,663
	2013		6,760		6,608		779		-		6,783		7,364
	2012		7,190		6,457		2,481		-		9,368		6,760

WMECO:
Reserves Deducted from Assets -
Reserves for Uncollectible Accounts:
	2014	$	9,984	$	2,415	$	3,608	$	-	$	6,127	$	9,880
	2013		8,501		2,580		4,299		-		5,396		9,984
	2012		10,018		2,294		2,428		-		6,239		8,501

(a)	Amounts relate to uncollectible accounts receivables reserved for that are not charged to bad debt expense. The PURA allows CL&P and Yankee Gas to accelerate the recovery of uncollectible hardship accounts receivables outstanding for greater than 90 days. The DPU allows WMECO to recover in rates amounts associated with certain uncollectible hardship accounts receivables.
(b)	Amounts written off, net of recoveries.

S-4

EXHIBIT INDEX

Each document described below is incorporated by reference by the registrant(s) listed to the files identified, unless designated with a (*), which exhibits are filed herewith. Management contracts and compensation plans or arrangements are designated with a (+).

Exhibit

Number

Description

Articles of Incorporation and By-Laws

(A)

Northeast Utilities

3.1

Declaration of Trust of NU, as amended through May 10, 2005 (Exhibit A.1, NU Form U-1 filed June 23, 2005, File No. 70-10315)

(B)

The Connecticut Light and Power Company

3.1

Certificate of Incorporation of CL&P, restated to March 22, 1994 (Exhibit 3.2.1, 1993 CL&P Form 10-K, File No. 000-00404)

3.1.1

Certificate of Amendment to Certificate of Incorporation of CL&P, dated December 26, 1996 (Exhibit 3.2.2, 1996 CL&P Form 10-K filed March 25, 1997, File No. 001-11419)

3.1.2

Certificate of Amendment to Certificate of Incorporation of CL&P, dated April 27, 1998 (Exhibit 3.2.3, 1998 CL&P Form 10-K filed March 23, 1999, File No. 000-00404)

3.1.3

Amended and Restated Certificate of Incorporation of CL&P, dated effective January 3, 2012 (Exhibit 3(i), CL&P Current Report on Form 8-K filed January 9, 2012, File No. 000-00404)

3.2

By-laws of CL&P, as amended and restated effective September 29, 2014 (Exhibit 3.1, CL&P Current Report on Form 8-K filed October 2, 2014, File No. 000-00404)

(C)

NSTAR Electric Company

3.1

Restated Articles of Organization of NSTAR Electric Company, fka Boston Edison Company (Exhibit 3.1, NSTAR Electric Form 10-Q for the Quarter Ended June 30, 1994 filed August 12, 1994, File No. 001-02301)

3.2

Bylaws of NSTAR Electric Company, as amended and restated effective September 29, 2014 (Exhibit 3.1, NSTAR Electric Current Report on Form 8-K filed October 2, 2014, File No. 000-02301)

(D)

Public Service Company of New Hampshire

3.1

Articles of Incorporation, as amended to May 16, 1991 (Exhibit 3.3.1, 1993 PSNH Form 10-K filed March 25, 1994, File No. 001-06392)

3.2

By-laws of PSNH, as in effect June 27, 2008 (Exhibit 3, PSNH Form 10-Q for the Quarter Ended June 30, 2008 filed August 7, 2008, File No. 001-06392)

(E)

Western Massachusetts Electric Company

3.1

Articles of Organization of WMECO, restated to February 23, 1995 (Exhibit 3.4.1, 1994 WMECO Form 10-K filed March 27, 1995, File No. 001-07624)

3.2

By-laws of WMECO, as amended to April 1, 1999 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 1999 filed August 13, 1999, File No. 000-07624)

3.2.1

By-laws of WMECO, as further amended to May 1, 2000 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 2000 filed August 11, 2000, File No. 000-07624)

E-1

Instruments defining the rights of security holders, including indentures

(A)

Northeast Utilities

4.1

Indenture between NU and The Bank of New York as Trustee dated as of April 1, 2002 (Exhibit A-3, NU 35-CERT filed April 16, 2002, File No. 070-09535)

4.1.1

Fifth Supplemental Indenture between NU and The Bank of New York Trust Company N.A., as Trustee, dated as of May 1, 2013, relating to $300 million of Senior Notes, Series E, due 2018 and $400 million of Senior Notes, Series F, due 2023 (Exhibit 4.1, NU Current Report on Form 8-K filed May 16, 2013, File No. 001-05324)

4.1.2

Sixth Supplemental Indenture between NU and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2015, relating to $150 million of Senior Notes, Series G, due 2018 and $300 million of Senior Notes, Series H, due 2025 (Exhibit 4.1, NU Current Report on Form 8-K filed January 21, 2015, File No. 001-05324)

4.2

Indenture dated as of January 12, 2000, between NU, as successor to NSTAR LLC, as successor to NSTAR, and Bank One Trust Company N.A. (Exhibit 4.1 to NSTAR Registration Statement on Form S-3, File No. 333-94735)

4.2.1

Form of 4.50% Debenture Due 2019 (Exhibit 99.2, NSTAR Form 8-K filed November 16, 2009, File No. 001-14768)

4.3

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, NU Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)

4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, NU Current Report on Form 8-K filed September 12, 2013, File No. 001-05324)

(B)

The Connecticut Light and Power Company

4.1

Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921 (Composite including all twenty-four amendments to May 1, 1967) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 001-05324)

4.1.1

Series D Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of October 1, 1994 (Exhibit 4.2.16, 1994 CL&P Form 10-K filed March 27, 1995, File No. 001-11419)

4.1.2

Series A Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 1, 2004 (Exhibit 99.2, CL&P Current Report on Form 8-K filed September 22, 2004, File No. 000-00404)

4.1.3

Series B Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2004 (Exhibit 99.5, CL&P Current Report on Form 8-K filed September 22, 2004, File No. 000-00404)

4.2

Composite Indenture of Mortgage and Deed of Trust between CL&P and Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, dated as of May 1, 1921, as amended and supplemented by seventy-three supplemental mortgages to and including Supplemental Mortgage dated as of April 1, 2005 (Exhibit 99.5, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)

4.2.1

Supplemental Indenture (2005 Series A Bonds and 2005 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of April 1, 2005 (Exhibit 99.2, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)

4.2.2

Supplemental Indenture (2007 Series A Bonds and 2007 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of March 1, 2007 (Exhibit 99.2, CL&P Current Report on Form 8-K filed March 29, 2007, File No. 000-00404)

4.2.3

Supplemental Indenture (2007 Series C Bonds and 2007 Series D Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2007 (Exhibit 4, CL&P Current Report on Form 8-K filed September 19, 2007, File No. 000-00404)

4.2.4

Supplemental Indenture (2008 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of May 1, 2008 (Exhibit 4, CL&P Current Report on Form 8-K filed May 29, 2008, File No. 000-00404)

E-2

4.2.5

Supplemental Indenture (2009 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of February 1, 2009 (Exhibit 4, CL&P Current Report on Form 8-K filed February 19, 2009, File No. 000-00404)

4.2.6

Supplemental Indenture (2011 Series A and Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of October 1, 2011 (Exhibit 4.1, CL&P Current Report on Form 8-K filed October 28, 2011, File No. 000-00404)

4.2.7

Supplemental Indenture (2013 Series A Bond) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of January 1, 2013 (Exhibit 4.1, CL&P Current Report on Form 8-K filed January 22, 2013, File No. 000-00404)

4.2.8

Supplemental Indenture (2014 Series A Bond) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of April 1, 2014 (Exhibit 4.1, CL&P Current Report on Form 8-K filed April 29, 2014, File No. 000-00404)

4.3

Amended and Restated Loan Agreement between Connecticut Development Authority and CL&P dated as of May 1, 1996 and Amended and Restated as of January 1, 1997 (Pollution Control Revenue Bond - 1996A Series) (Exhibit 4.2.24, 1996 CL&P Form 10-K filed March 25, 1997, File No. 001-11419)

4.3.1

First Amendment to Amended and Restated Loan Agreement, between the Connecticut Development Authority and CL&P dated as of October 1, 2008 (Pollution Control Revenue Bond-1996A Series) (Exhibit 10.1, CL&P Form 10-Q for the Quarter Ended September 30, 2008, filed November 10, 2008, File No. 000-00404)

4.4

Amended and Restated Indenture of Trust between Connecticut Development Authority and Fleet National Bank, the Trustee dated as of May 1, 1996 and Amended and Restated as of January 1, 1997 (Pollution Control Revenue Bond-1996A Series) (Exhibit 4.2.24.1, 1996 CL&P Form 10-K, filed March 25, 1997, File No. 001-11419)

4.4.1

First Amendment to Amended and Restated Indenture of Trust between Connecticut Development Authority and U.S. Bank National Association, as Trustee dated as of October 1, 2008 (Exhibit 10.2 CL&P Form 10-Q for the Quarter Ended September 30, 2008, filed November 10, 2008, File No. 000-00404)

4.5

Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Revenue Refunding Bonds – 2011A Series) dated as of October 1, 2011 (Exhibit 1.1, CL&P Current Report on Form 8-K filed October 28, 2011, File No. 000-00404)

4.6

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, CL&P Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)

4.6.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, CL&P Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)

(C)

NSTAR Electric Company

4.1

Indenture between Boston Edison Company and the Bank of New York (as successor to Bank of Montreal Trust Company) (Exhibit 4.1, NSTAR Electric Form 10-Q for the Quarter Ended September 30, 1988, File No. 001-02301)

4.1.1

A Form of 5.75% Debenture Due March 15, 2036 (Exhibit 99.2, Boston Edison Company Current Report on Form 8-K filed March 17, 2006, File No. 001-02301)

4.1.2

A Form of 5.625% Debenture Due November 15, 2017 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed November 20, 2007 and filed February 17, 2009, File No. 001-02301)

4.1.3

A Form of 5.50% Debenture Due March 15, 2040 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed March 15, 2010, File No. 001-02301)

4.1.4

A Form of 2.375% Debenture Due 2022 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed October 18, 2012, File No. 001-02301)

4.1.5

A Form of Floating Rate Debenture Due 2016 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed May 22, 2013, File No. 001-02301)

4.1.6

A Form of 4.40% Debenture Due 2044 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed March 13, 2014, File No. 001-02301)

E-3

4.2

Credit Agreement, dated July 25, 2012, by and between NSTAR Electric and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender (Exhibit 4.1, NSTAR Electric Company Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)

4.2.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, NSTAR Electric Company Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)

(D)

Public Service Company of New Hampshire

4.1

First Mortgage Indenture between PSNH and First Fidelity Bank, National Association, New Jersey, now First Union National Bank, Trustee, dated as of August 15, 1978 (Composite including all amendments effective June 1, 2011) (included as Exhibit C to the Eighteenth Supplemental Indenture filed as Exhibit 4.1 to PSNH Current Report on Form 8-K filed June 2, 2011, File No. 001-06392)

4.1.1

Fourteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of October 1, 2005 (Exhibit 99.2, PSNH Current Report on Form 8-K filed October 6, 2005, File No. 001-06392)

4.1.2

Fifteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of September 1, 2007 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 25, 2007, File No. 001-06392)

4.1.3

Sixteenth Supplemental Indenture between PSNH and U.S. Bank National Association, Trustee, dated as of May 1, 2008 (Exhibit 4.1 to PSNH Current Report on Form 8-K filed May 29, 2008 (File No.001-06392)

4.1.4

Seventeenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of December 1, 2009 (Exhibit 4.1, PSNH Current Report on Form 8-K filed December 15, 2009 (File No. 001-06392)

4.1.5

Eighteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of May 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed June 2, 2011 (File No. 001-06392)

4.1.6

Nineteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of September 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 16, 2011 (File No. 001-06392)

4.1.7

Twentieth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of November 1, 2013 (Exhibit 4.1, PSNH Current Report on Form 8-K filed November 20, 2013 (File No. 001-06392)

4.1.8

Twenty-first Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of October 1, 2014 (Exhibit 4.1, PSNH Current Report on Form 8-K filed October 17, 2014 (File No. 001-06392)

4.2

Series A Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001 (Exhibit 4.3.4, 2001 NU Form 10-K filed March 22, 2002, File No. 001-05324)

4.3

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, PSNH Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)

4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, PSNH Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)

(E)

Western Massachusetts Electric Company

4.1

Loan Agreement between Connecticut Development Authority and WMECO, (Pollution Control Revenue Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993 (Exhibit 4.4.13, 1993 WMECO Form 10-K filed March 25,1994, File No. 000-07624)

4.2

Indenture between WMECO and The Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.2, WMECO Current Report on Form 8-K filed October 8, 2003, File No. 000-07624)

4.2.1

Second Supplemental Indenture between WMECO and The Bank of New York, as Trustee dated as of September 1, 2004 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 27, 2004, File No. 000-07624)

E-4

4.2.2

Third Supplemental Indenture between WMECO and The Bank of New York Trust, as Trustee, dated as of August 1, 2005 (Exhibit 4.1, WMECO Current Report on Form 8-K filed August 12, 2005, File No. 000-07624)

4.2.3

Fourth Supplemental Indenture between WMECO and The Bank of New York Trust, as Trustee, dated as of August 1, 2007 (Exhibit 4.1, WMECO Current Report on Form 8-K filed August 20, 2007, File No. 000-07624)

4.2.4

Fifth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of March 1, 2010 (Exhibit 4.1, WMECO Current Report on Form 8-K filed March 10, 2010, File No. 000-07624)

4.2.5

Sixth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of September 15, 2011 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 19, 2011, File No. 000-07624)

4.2.6

Seventh Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of November 1, 2013 (Exhibit 4.1, WMECO Current Report on Form 8-K filed November 21, 2013, File No. 000-07624)

4.3

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, WMECO Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)

4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent Exhibit 4.1, WMECO Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)

Material Contracts

(A)

10.1

Lease between The Rocky River Realty Company and Northeast Utilities Service Company dated as of April 14, 1992 with respect to the Berlin, Connecticut headquarters (Exhibit 10.29.1, 1992 NU Form 10-K, File No. 001-05324)

10.2

Amended and Restated Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and the Bank of New York Mellon Trust company, N.A. formerly Connecticut National Bank, as Trustee, dated July 1, 1989, (Composite including all amendments effective January 1, 2014) (included as Exhibit B to the Eleventh Supplemental Indenture filed as Exhibit 10, NU Form 10-Q for the Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-05324)

10.2.1

First Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Connecticut National Bank, as Trustee, dated April 1, 1992 (Yankee Energy System, Inc. Registration Statement on Form S-3, dated October 2, 1992, File No. 33-52750

10.2.2

Sixth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) dated January 1, 2004 (Exhibit 10.5.6, 2004 NU Form 10-K filed March 17, 2005, File No. 001-05324)

10.2.3

Seventh Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) dated November 1, 2004 (Exhibit 10.5.7, 2004 NU Form 10-K filed March 17, 2005, File No. 001-05324)

10.2.4

Eighth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly the Connecticut National Bank) dated July 1, 2005 (Exhibit 10.5.8, NU Form 10-Q for the Quarter Ended June 30, 2005 filed August 8, 2005, File No. 001-05324)

10.2.5

Ninth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank) dated as of October 1, 2008 (Exhibit 10-1, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

10.2.6

Tenth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank), dated as of April 1, 2010 (Exhibit 10, NU Form 10-Q for the Quarter Ended March 31, 2010 filed May 7, 2010, File No. 001-05324)

E-5

10.2.7

Eleventh Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank), dated as of January 1, 2014 (Exhibit 10, NU Form 10-Q for the Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-05324)

+10.3

Northeast Utilities Board of Trustees' Compensation Arrangement Summary

+10.4

Amended and Restated Northeast Utilities Deferred Compensation Plan for Trustees, effective January 1, 2009 (Exhibit 10.6, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

10.5

Composite Transmission Service Agreement, by and between Northern Pass Transmission LLC, as Owner and H.Q. Hydro Renewable Energy, Inc., as Purchaser dated October 4, 2010 and effective February 14, 2014

(B)

NU, CL&P, PSNH and WMECO

10.1

Amended and Restated Form of Service Contract between each of NU, CL&P and WMECO and Northeast Utilities Service Company (NUSCO) dated as of January 1, 2014. (Exhibit 10.1, NU Form 10-K filed on February 25, 2014, File No. 001-05324)

10.2

Agreements among New England Utilities with respect to the Hydro-Quebec interconnection projects (Exhibits 10(u) and 10(v); 10(w), 10(x), and 10(y), 1990 and 1988, respectively, Form 10-K of New England Electric System, File No. 001-03446)

10.3

Transmission Operating Agreement between the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc. dated as of February 1, 2005 (Exhibit 10.29, 2004 NU Form 10-K filed March 17, 2005, File No. 001-05324)

10.3.1

Rate Design and Funds Disbursement Agreement among the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc., effective June 30, 2006 (Exhibit 10.22.1, 2006 NU Form 10-K filed March 1, 2007, File No. 001-05324)

10.4

Northeast Utilities Service Company Transmission and Ancillary Service Wholesale Revenue Allocation Methodology among The Connecticut Light and Power Company, Western Massachusetts Electric Company, Public Service Company of New Hampshire, Holyoke Water Power Company and Holyoke Power and Electric Company Trustee dated as of January 1, 2008 (Exhibit 10.1, NU Form 10-Q for the Quarter Ended March 31, 2008 filed May 9, 2008, File No. 001-05324)

+10.5

Amended and Restated Employment Agreement with Gregory B. Butler, effective January 1, 2009 (Exhibit 10.7, 2008 NU Form 10-K filed February 27, 2009, File No. 001-05324)

+10.6

Amended and Restated Employment Agreement with David R. McHale, effective January 1, 2009 (Exhibit 10.8, 2008 NU Form 10-K filed February 27, 2009, File No. 001-05324)

+10.7

Amended and Restated Memorandum Agreement between Northeast Utilities and Leon J. Olivier effective January 1, 2009 (Exhibit 10.9, 2008 NU Form 10-K filed February 27, 2009, File No. 001-05324)

+10.8

Amended and Restated Incentive Plan Effective January 1, 2009 (Exhibit 10.3, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

+10.9

Amended and Restated Supplemental Executive Retirement Plan for Officers of Northeast Utilities System Company effective January 1, 2009 (Exhibit 10.5, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

+10.10

Trust under Supplemental Executive Retirement Plan dated May 2, 1994 (Exhibit 10.33, 2002 NU Form 10-K filed March 21, 2003, File No. 001-05324)

+10.10.1

First Amendment to Trust Under Supplemental Executive Retirement Plan, effective as of December 10, 2002 (Exhibit 10 (B) 10.19.1, 2003 NU Form 10-K filed March 12, 2004, File No. 001-05324)

+10.10.2

Second Amendment to Trust Under Supplemental Executive Retirement Plan , effective as of November 12, 2008 (Exhibit 10.12.2, 2008 NU Form 10-K filed February 27, 2009, File No. 001-05324)

+10.11

Special Severance Program for Officers of NU System Companies as of January 1, 2009 (Exhibit 10.2, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

+10.12

Amended and Restated Northeast Utilities Deferred Compensation Plan for Executives effective as of January 1, 2009 (Exhibit 10.4 NU Form 10-Q for Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)

+10.13

Northeast Utilities Retention Agreement (Exhibit 10.1, NU Registration Statement on Form S-4, filed November 22, 2010, File No. 333-170754)

E-6

10.14

Northeast Utilities System's Third Amended and Restated Tax Allocation Agreement dated as of April 10, 2012, (Exhibit 10.1 NU Form 10-Q for Quarter Ended June 30, 2012 filed August 7, 2012, File No. 001-05324)

(C)

NU and CL&P

10.1

CL&P Agreement Re: Connecticut NEEWS Projects by and between CL&P and The United Illuminating Company dated July 14, 2010 (Exhibit 10, CL&P Form 10-Q for the Quarter Ended June 30, 2010 filed August 6, 2010, File No. 000-00404)

(D)

NU and NSTAR Electric

10.1

NSTAR Electric Company Restructuring Settlement Agreement dated July 1997, (Exhibit 10.12, Boston Edison 1997 Form 10-K filed March 30, 1998, File No. 001-02301)

10.2

Amended and Restated Power Purchase Agreement (NEA A PPA), dated August 19, 2004, by and between Boston Edison and Northeast Energy Associates L.P. (Exhibit 10.18, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.3

Amended and Restated Power Purchase Agreement (NEA B PPA), dated August 19, 2004, by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.19, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.4

Amended and Restated Power Purchase Agreement (CECO 1 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.20, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.5

Amended and Restated Power Purchase Agreement (CECO 2 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.21, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.6

The Bellingham Execution Agreement, dated August 19, 2004 between Boston Edison, ComElectric and Northeast Energy Associates L. P. (Exhibit 10.22, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.7

Second Restated NEPOOL Agreement among NSTAR Electric and various other electric utilities operating in New England, dated August 16, 2004 (Exhibit 10.2.1.1, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.8

Transmission Operating Agreement among NSTAR Electric and various electric transmission providers in New England and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.2, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.9

Market Participants Service Agreement among NSTAR Electric and various other electric utilities operating in New England, NEPOOL and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.3, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.10

Rate Design and Funds Disbursement Agreement among NSTAR Electric and various other electric transmission providers in New England, dated February 1, 2005 (Exhibit 10.2.1.4, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)

10.11

Participants Agreement among NSTAR Electric, various electric utilities operating in New England, NEPOOL and ISO-New England, Inc., dated February 1, 2005 (Exhibit 10.2.1.4, 2006 NSTAR Form 10-K filed February 16, 2007, File No. 001-14768)

+10.12

NSTAR Excess Benefit Plan, effective August 25, 1999 (Exhibit 10.1 1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)

+10.12.1

NSTAR Excess Benefit Plan, incorporating the NSTAR 409A Excess Benefit Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.1.1 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)

+10.13

NSTAR Supplemental Executive Retirement Plan, effective August 25, 1999 (Exhibit 10.2,1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)

+10.13.1

NSTAR Supplemental Executive Retirement Plan, incorporating the NSTAR 409A Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.2.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)

+10.14

Special Supplemental Executive Retirement Agreement between Boston Edison Company and Thomas J. May dated March 13, 1999, regarding Key Executive Benefit Plan and Supplemental Executive Retirement Plan (Exhibit 10.3, 1999 NSTAR Form 10-K/A filed September 9, 2000, File No. 001-14768)

+10.15

Amended and Restated Change in Control Agreement by and between NSTAR and Thomas J. May dated November 15, 2007 (Exhibit 10.5, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

E-7

+10.16

NSTAR Deferred Compensation Plan, (Restated Effective August 25, 1999) (Exhibit 10.10, 1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)

+10.16.1

NSTAR Deferred Compensation Plan, incorporating the NSTAR 409A Deferred Compensation Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.6.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)

+10.17

NSTAR 2007 Long Term Incentive Plan, effective May 3, 2007 (Exhibit 10.2, NU Registration Statement on Form S-8 filed on May 8, 2012)

+10.17.1

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and Thomas J. May, dated January 24, 2008 (Exhibit 10.8.1, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.17.2

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and James J. Judge, dated January 24, 2008 (Exhibit 10.8.2, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.17.3

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan by and between NSTAR and NSTAR’s other Senior Vice Presidents and Vice Presidents, dated January 24, 2008 (in form) (Exhibit 10.8.6, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.18

Amended and Restated Change in Control Agreement by and between James J. Judge and NSTAR, dated November 15, 2007 (Exhibit 10.9, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.19

NSTAR Trustees’ Deferred Plan (Restated Effective August 25, 1999), dated October 20, 2000 (Exhibit 10.4, NSTAR Form 10-Q for the quarter ended September 30, 2000 filed November 14, 2000, File No. 001-14768)

10.20.1

NSTAR Trustees’ Deferred Plan, incorporating the 409A Trustees’ Deferred Plan, effective January 1, 2008, dated December 24, 2008 (Exhibit 10.10.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)

+10.20

Master Trust Agreement between NSTAR and State Street Bank and Trust Company (Rabbi Trust), effective August 25, 1999 (Exhibit 10.5, NSTAR Form 10-Q for the Quarter Ended September 30, 2000 filed November 14, 2000, File No. 001-14768)

+10.21

Amended and Restated Change in Control Agreement by and between NSTAR’s other Senior Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.15, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.22

Amended and Restated Change in Control Agreement between NSTAR’s Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.16, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)

+10.23

Currently effective Change in Control Agreement between NSTAR’s Vice Presidents and NSTAR (in form) (Exhibit 10.17, 2009 NSTAR Form 10-K filed February 25, 2010, File No. 001-14768)

+10.24

Executive Retention Award Agreement, dated November 19, 2010, by and between NSTAR and James J. Judge (Exhibit 99.2, NSTAR Current Report on Form 8-K filed November 22, 2010, File No. 001-14768)

10.25

MDTE Order approving Rate Settlement Agreement dated December 31, 2005 (Exhibit 99.2, NSTAR Current Report on Form 8-K filed January 4, 2006, File No. 001-14768)

(E)

NU and WMECO

10.1

Lease and Agreement by and between WMECO and Bank of New England, N.A., with BNE Realty Leasing Corporation of North Carolina dated as of December 15, 1988 (Exhibit 10.63, 1988 NU Form 10-K, File No. 001-05324)

E-8

*12.

Ratio of Earnings to Fixed Charges

(A)

Northeast Utilities

(B)

The Connecticut Light and Power Company

(C)

NSTAR Electric Company

(D)

Public Service Company of New Hampshire

(E)

Western Massachusetts Electric Company

*21.

Subsidiaries of the Registrant

*23.

Consents of Independent Registered Public Accounting Firm

*31.

Rule 13a – 14(a)/15 d – 14(a) Certifications

(A)

Northeast Utilities

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NU required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NU required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(B)

The Connecticut Light and Power Company

Certification of Thomas J. May, Chairman of CL&P required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of CL&P required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(C)

NSTAR Electric Company

Certification of Thomas J. May, Chairman of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(D)

Public Service Company of New Hampshire

Certification of Thomas J. May, Chairman of PSNH required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of PSNH required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(E)

Western Massachusetts Electric Company

Certification of Thomas J. May, Chairman of WMECO required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of WMECO required by Rule 13a – 14(a)/15d – 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

E-9

*32

18 U.S.C. Section 1350 Certifications

(A)

Northeast Utilities

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Northeast Utilities and James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(B)

The Connecticut Light and Power Company

Certification of Thomas J. May, Chairman of The Connecticut Light and Power Company and James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(C)

NSTAR Electric Company

Certification of Thomas J. May, Chairman of NSTAR Electric Company and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(D)

Public Service Company of New Hampshire

Certification of Thomas J. May, Chairman of Public Service Company of New Hampshire and James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

(E)

Western Massachusetts Electric Company

Certification of Thomas J. May, Chairman of Western Massachusetts Electric Company and James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 2015

*101.INS

XBRL Instance Document

*101.SCH

XBRL Taxonomy Extension Schema

*101.CAL

XBRL Taxonomy Extension Calculation

*101.DEF

XBRL Taxonomy Extension Definition

*101.LAB

XBRL Taxonomy Extension Labels

*101.PRE

XBRL Taxonomy Extension Presentation

E-10

Previous: Item 14. Principal Accountant Fees and Services