X0306 4 2012-07-17 0000072741 NORTHEAST UTILITIES NU 0001193878 VAN FAASEN WILLIAM C C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD MA 01105 1 Trustee Common Shares, $5.00 par value 2012-07-17 4 A 0 1434 0 A 1434 D Phantom Shares Common Shares, $5.00 par value 26186 26186 D Restricted share units all of which 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 (i) in their entirety for Trustees age 65 and over on such date, or (ii) prorated for service as a Trustee in the nine months preceding January 10, 2013 for any person who ceases to be Trustee prior to attaining the age of 65 on 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. Reporting Person's deferred compensation under the NSTAR Trustee Deferred Plan, a non-qualified plan, that is nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from the line item reporting under SEC rule 16a-11. /s/ Jeffrey C. Miller, attorney-in-fact for William C. Van Faasen 2012-07-19