X0304 4 2012-01-03 0000072741 NORTHEAST UTILITIES NU 0001192334 CLEVELAND COTTON M C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD MA 01105 1 Trustee Common Shares, $5.00 par value 2012-01-03 4 A 0 3000 0 A 43083 D Restricted share units (RSUs), all of which will vest on January 10, 2013, unless the Reporting Person's service as a Trustee terminates for any reason other than cause on a date prior to January 10, 2013, in which case the RSUs will vest pro rata through such date (and the balance of the unvested RSUs will be forfeited). The RSUs will be forfeited if the Reporting Person's service as a Trustee terminates for cause. Ms. Cleveland's total includes restricted share units receipt of which has been deferred, shares receipt of which has been deferred and dividend equivalents thereon. Cotton M. Cleveland, By: O. Kay Comendul/POA 2012-01-05