Exhibit 4.1


 


 



 


EVERSOURCE ENERGY


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,

AS TRUSTEE


 


 



 


FOURTEENTH SUPPLEMENTAL INDENTURE


 


Dated as of March 1, 2021


 


Supplemental to the Indenture dated as of
April 1, 2002


 


Senior Notes, Series S, Due 2031


 


 



 






     


     


    

 


FOURTEENTH SUPPLEMENTAL
INDENTURE, dated as of March 1, 2021 (this “Fourteenth Supplemental Indenture”), between EVERSOURCE ENERGY, a
voluntary association duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor trustee
to The Bank of New York), a national banking association, as Trustee under the Original Indenture referred to below (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has heretofore
executed and delivered to the Trustee an indenture dated as of April 1, 2002 (the “Original Indenture”), as supplemented
and amended, to provide for the issuance from time to time of its notes, debentures or other evidences of indebtedness (the “Securities”),
the form and terms of which are to be established as set forth in Sections 201 and 301 of the Original Indenture.


 


Section 901 of
the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to
the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Securities of any
series as permitted by Sections 201 and 301 of the Original Indenture, (b) changing any of the provisions of the Original
Indenture as they apply to any series of Securities created by such supplemental indenture and (c) amending the Original Indenture
in a manner not materially adverse to Holders.


 






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The Company has previously
executed and delivered to the Trustee thirteen supplemental indentures which are part of the Indenture for the purposes recited
therein and for the purpose of issuing Securities under the Indenture, the currently outstanding series of which are set forth
in the following table:


 


	Supplemental Indenture	 	Date	 	 	Series	 	Amount	 	 	Currently

 Outstanding	 
	Fifth	 	 	May 1, 2013	 	 	Senior Notes, 
 Series F, Due 
 2023	 	$	450,000,000	 	 	$	450,000,000	 
	Sixth	 	 	January 1, 2015	 	 	Senior Notes, 
 Series H, 
 Due 2025	 	$	300,000,000	 	 	$	300,000,000	 
	Seventh	 	 	March 1, 2016	 	 	Senior Notes, 
 Series J, Due 
 2026	 	$	250,000,000	 	 	$	250,000,000	 
	Eighth	 	 	March 1, 2017	 	 	Senior Notes, 
 Series K, Due 
 2022	 	$	300,000,000	 	 	$	300,000,000	 
	Ninth	 	 	October 1, 2017	 	 	Senior Notes, 
 Series K, Due 
 2022	 	$	450,000,000	 	 	$	450,000,000	 
	Ninth	 	 	October 1, 2017	 	 	Senior Notes, 
 Series L, Due 
 2024	 	$	450,000,000	 	 	$	450,000,000	 
	Tenth	 	 	January 1, 2018	 	 	Senior Notes,
 Series M, Due 
 2028	 	$	450,000,000	 	 	$	450,000,000	 
	Eleventh	 	 	December 1, 2018	 	 	Senior Notes,
 Series N, Due 
 2023	 	$	400,000,000	 	 	$	400,000,000	 
	Eleventh	 	 	December 1, 2018	 	 	Senior Notes, 
 Series O, Due 
 2029	 	$	500,000,000	 	 	$	500,000,000	 
	Twelfth	 	 	January 1, 2020	 	 	Senior Notes, 
 Series P, Due 
 2050	 	$	350,000,000	 	 	$	350,000,000	 
	Thirteenth	 	 	August 1, 2020	 	 	Senior Notes, 
 Series P, Due 
 2050	 	$	300,000,000	 	 	$	300,000,000	 
	Thirteenth	 	 	August 1, 2020	 	 	Senior Notes, 
 Series Q, Due 
 2025	 	$	300,000,000	 	 	$	300,000,000	 
	Thirteenth	 	 	August 1, 2020	 	 	Senior Notes, 
 Series R, Due 
 2030	 	$	600,000,000	 	 	$	600,000,000	 
	 	 	 	 	 	 	Total Outstanding Principal 
 Amount:	 	 	 	 	 	$	5,100,000,000	 




 


The Company desires
to create a new series of Securities, in an initial aggregate principal amount of $350,000,000, which is to be designated the “Senior
Notes, Series S, Due 2031” (the “2031 Notes”) and all action on the part of the Company necessary to authorize
the issuance of the 2031 Notes under the Original Indenture and this Fourteenth Supplemental Indenture has been duly taken.


 


All acts and things
necessary to make the 2031 Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided
in the Original Indenture and this Fourteenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.


 






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NOW, THEREFORE, THIS
FOURTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:


 


That in consideration
of the premises and of the acceptance and purchase of the 2031 Notes by the Holders thereof and of the acceptance of this trust
by the Trustee, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders of the 2031
Notes, as follows:


 


ARTICLE ONE


 


Definitions


 


The use of the terms
and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture and form
of the 2031 Note attached hereto as Exhibit A.


 


ARTICLE TWO


 


Terms and Issuance of the Senior Notes,
Series S, Due 2031


 


SECTION 201.       Issue
of 2031 Notes.


 


A series of Securities
which shall be designated the “Senior Notes, Series S, Due 2031” (the “2031 Notes”) shall be executed,
authenticated and delivered from time to time in accordance with the provisions of, and shall in all respects be subject to, the
terms and conditions and covenants of, the Original Indenture and this Fourteenth Supplemental Indenture (including the form of
2031 Note attached hereto as Exhibit A). The aggregate principal amount of the 2031 Notes that will initially be authenticated
and delivered under this Fourteenth Supplemental Indenture shall not, except as permitted by the provisions of the Original Indenture,
exceed $350,000,000. Additional 2031 Notes, without limitation as to amount, having substantially the same terms as the 2031 Notes
(except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been
paid or duly provided for on the Outstanding 2031 Notes, and, if no interest has been paid, from March 11, 2021) may also
be issued by the Company pursuant to this Fourteenth Supplemental Indenture without the consent of the existing Holders of the
2031 Notes, provided that an Event of Default has not occurred and is continuing with respect to the 2031 Notes. Such additional
2031 Notes shall be consolidated and form a part of the same series as the outstanding 2031 Notes.


 


SECTION 202.       Form of
2031 Notes; Incorporation of Terms.


 


The 2031 Notes shall
be in substantially the form set forth in Exhibit A attached hereto. The terms of the 2031 Notes contained in such
form are hereby incorporated herein by reference and are made a part of this Fourteenth Supplemental Indenture.


 


SECTION 203.       Global
Security; Depositary for Global Securities.


 


The 2031 Notes shall
be issued initially in the form of a Global Security. The Depositary for any Global Securities of the series of which the 2031
Notes are a part shall be The Depository Trust Company, New York, New York.


 






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SECTION 204.       Limitation
on Liens.


 


The provisions of Section 1007
of the Original Indenture shall be applicable to the 2031 Notes.


 


SECTION 205.       Sale
and Leaseback Transactions.


 


The provisions of Section 1012
of the Original Indenture shall be applicable to the 2031 Notes.


 


SECTION 206.       Place
of Payment.


 


The Place of Payment
in respect of the 2031 Notes shall be at the Corporate Trust Office, which, at the date hereof, is located at 500 Ross Street,
12th Floor, Pittsburgh, Pennsylvania 15262, Attention: Corporate Trust Administration.


 


ARTICLE THREE


 


SECTION 301.       Redemption
of 2031 Notes


 


The 2031 Notes may
be redeemed at any time or from time to time prior to December 15, 2030 (three months prior to the maturity date of the 2031
Notes), at the option of the Company, at a redemption price determined by the Quotation Agent (defined below) equal to the greater
of:


 


		·	100% of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest
to, but excluding, the redemption date or



 


		·	the sum, as determined by the Quotation Agent (defined below), of the present values of the principal
amount of the 2031 Notes to be redeemed, together with remaining scheduled payments of interest (exclusive of interest to the redemption
date) from the redemption date to the Par Call Date (defined below) of the 2031 Notes discounted to the redemption date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (defined below), plus accrued
and unpaid interest on the principal amount of the 2031 Notes being redeemed to, but excluding the redemption date.



 


The 2031 Notes may be redeemed
on or after December 15, 2030 (three months prior to the maturity date of the 2031 Notes) at a redemption price as determined
by the Quotation Agent equal to 100% of the principal amount of the 2031 Notes being redeemed, plus accrued and unpaid interest
thereon to, but excluding, the redemption date.


 






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SECTION 302.       Definitions
Applicable to Redemption Provisions.


 


As used in this Article Three:


 


“Adjusted Treasury Rate” means,
with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (defined below) (if no maturity is within three months before or after
the Par Call Date, then yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall
be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date, in each case calculated on the third business day preceding the redemption
date, plus 15 basis points.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Par Call Date
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the 2031 Notes.


 


“Comparable Treasury Price”
means, with respect to any redemption date, if clause (ii) of the definition of Adjusted Treasury Rate is applicable, the
average of four, or such lesser number as is obtained by the Quotation Agent, Reference Treasury Dealer Quotations for such redemption
date.


 


“Par Call Date”
means December 15, 2030 (the date that is three months prior to the maturity date of the 2031 Notes).


 


“Quotation Agent” means one
Reference Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer”
means (i) each of BofA Securities, Inc., Citigroup Global Markets Inc., TD Securities (USA) LLC and Wells Fargo Securities,
LLC (or their respective affiliates that are Primary Treasury Dealers, as defined herein) and their respective successors, provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary
Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer selected by us.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by a Reference Treasury
Dealer, of the bid and asking prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.


 






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If less than all of the 2031 Notes are to
be redeemed, the 2031 Notes to be redeemed shall be selected in accordance with Depository Trust Company, or DTC, procedures in
portions (equal to $1,000 or any multiple thereof) of the principal amount of the 2031 Notes larger than $2,000. Notice of redemption
will be sent to each holder of 2031 Notes to be redeemed in accordance with applicable DTC procedures. If any 2031 Note is to be
redeemed in part only, the notice of redemption that relates to that 2031 Note will state the portion of the principal amount of
that 2031 Note to be redeemed. In that case, the Company will issue a new 2031 Note of any authorized denomination, as requested,
in an aggregate principal amount equal to the unredeemed portion of such 2031 Note, in the name of the holder upon cancellation
of the original 2031 Note.


 


The Company will deliver notice of any redemption
to holders of the 2031 Notes, not more than sixty (60) nor less than thirty (30) days before the redemption date.


 


Unless the Company defaults in payment of
the redemption price, on and after the redemption date, interest will cease to accrue on the 2031 Notes called for redemption.


 


The 2031 Notes are not subject to any sinking
fund.


 


ARTICLE FOUR


 


Provisions of the Original Indenture Solely
Applicable to the 2031 Notes


 


SECTION 401.       Section 101
of the Original Indenture.


 


Solely with respect
to the 2031 Notes, the following definition shall be added after the definition of “Discharged” in Section 101:


 


““Electronic
Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.”


 






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SECTION 402        Section 105
of the Original Indenture.


 


Solely with respect
to the 2031 Notes, the following paragraph shall be added at the end of Section 105:


 


“The
Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the
Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)
and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever
a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means
and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions
shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized
Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall
be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all
Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes,
passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that
there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately
upon learning of any compromise or unauthorized use of the security procedures.”


 


SECTION 403.       Section 401
of the Original Indenture.


 


Section 401 of the Original Indenture
shall not apply to the 2031 Notes. Section 401 of the Original Indenture is hereby amended in its entirety with respect to
the 2031 Notes to state:


 


“SECTION 401.     Satisfaction
and Discharge of Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


 


(1) either (A) all Securities
theretofore authenticated and delivered (other than (x) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 hereof and (y) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003 hereof) have been delivered to the Trustee for cancellation; or


 


(B) all such Securities not
theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or
caused to be irrevocably deposited (in each case except as provided in Section 402(c) hereof and the last paragraph of
Section 1003 hereof) with the Paying Agent or with the Trustee as trust funds in trust for the purpose an amount of money
sufficient to pay and discharge, or has otherwise paid, the entire Indebtedness on such Securities for principal and interest,
if any;


 






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(2) the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and


 


(3) the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with;


 


provided, however, that if the
Trustee or any Paying Agent is required to return any money deposited with it as described in this Section 401 to the Company
or its representative under any applicable Federal or state bankruptcy, insolvency or similar law, this Indenture shall retroactively
be deemed not to have been satisfied and discharged and automatically shall be reinstated and shall remain in full force and effect
without any further action, but the Company shall execute and deliver such instruments as the Trustee shall reasonably request
to evidence and acknowledge the same.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 hereof, the
obligations of the Trustee to any Authenticating Agent under Section 614 hereof and, if money shall have been deposited with
the Paying Agent or the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of
the Company and the Trustee under Sections 401, 402, 1002 and 1003 hereof shall survive.”


 


SECTION 402.       Section 403
of the Original Indenture.


 


Section 403 of the Original Indenture
shall not apply to the 2031 Notes. Section 403 of the Original Indenture is hereby amended in its entirety with respect to
the 2031 Notes to state:


 


“SECTION 403.     Satisfaction,
Discharge and Defeasance of the Notes.


 


The Company
shall be deemed to have paid and Discharged the entire Indebtedness on all the Outstanding Notes upon the deposit referred to in
subparagraph (1) hereof, and the provisions of this Indenture, as they relate to such Outstanding Notes, shall no longer be
in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the
same), except as to:


 


(a)            the
rights of Holders of the Notes to receive, from the trust funds described in subparagraph (1) hereof, payment of the principal
of (and premium, if any) or interest, if any, on the Outstanding Notes on the Stated Maturity; or to and including the Redemption
Date irrevocably designated by the Company pursuant to subparagraph (4) hereof;


 






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(b)            the
Company's obligations with respect to such Notes under Sections 305, 306, 1002 and 1003 hereof and, if the Company shall have
irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, Sections 1101, 1104 and 1106 hereof as they
apply to such Redemption Date;


 


(c)            the
Company's obligations with respect to the Trustee under Section 607 hereof; and


 


(d)            the
rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and,
if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, Article 11 and
the duty of the Trustee to authenticate Notes on registration of transfer or exchange;


 


provided that, the following
conditions shall have been satisfied:


 


(1) the
Company has irrevocably deposited or caused to be irrevocably deposited (in each case except as provided in Section 402(c) hereof
and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Notes, an amount of (i) money, or (ii) U.S. Government
Obligations or a combination of money and U.S. Government Obligations, in each case sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge, and which the Trustee shall be instructed to apply to pay and discharge, the principal of and interest, if
any, on the Notes on the Stated Maturity or to and including the Redemption Date irrevocably designated by the Company pursuant
to subparagraph (4) hereof; provided, however, that (A) all money and U.S. Government Obligations deposited pursuant
to this Section 403 shall be denominated in U.S. Dollars; and (B) U.S. Government Obligations shall be valued at the
amount of money that they will provide through the payment of principal and interest in respect thereof in accordance with their
terms no later than one day prior to the Stated Maturity or such Redemption Date, and shall not contain provisions permitting the
redemption or other prepayment at the option of the issuer thereof prior to the Stated Maturity or such Redemption Date;


 


(2) no
Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit)
with respect to the Notes shall have occurred and be continuing on the date of such deposit;


 






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(3) the
Company has delivered to the Trustee an unqualified opinion, in form and substance reasonably acceptable to the Trustee, of independent
counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that (i) Holders of the
Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge,
which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service after the date hereof and (ii) the
defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940;


 


(4) if
the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and
premium, if any) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all
of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board
Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board
Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and
at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104
hereof;


 


(5) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.


 


The condition
set forth in clause (i) of subparagraph (3) hereof shall not apply if the Company shall have complied with the remaining
conditions of subparagraphs 1-5 hereof as of a date which is no more than 60 days prior to the maturity date.


 


Anything
herein to the contrary notwithstanding, (a) if the Trustee or any Paying Agent is required to return any money or U.S. Government
Obligations deposited with it pursuant to this Section 403 to the Company or its representative under any Federal or state
bankruptcy, insolvency or similar law, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction
and discharge of the Company’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and
such Security shall be deemed to remain Outstanding and the provisions of the Indenture relating to such Security shall be reinstated
and shall remain in full force and effect and (b) any satisfaction and discharge of the Company’s Indebtedness in respect
of any Security shall be subject to the provisions of the last paragraph of Section 1003.”


 






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SECTION 403.       Section 1009
of the Original Indenture.


 


Subparagraph (1) of Section 1009
of the Original Indenture shall not apply to the 2031 Notes. Subparagraph (1) of Section 1009 of the Original Indenture
is hereby amended in its entirety with respect to the 2031 Notes to state:


 


“the Company has irrevocably
deposited or caused to be irrevocably deposited (in each case except as provided in Section 402(c) hereof and the last
paragraph of Section 1003 hereof) with the Trustee (specifying that each deposit is pursuant to this Section 1009) as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, an
amount of (i) money or (ii) U.S. Government Obligations or a combination of money and U.S. Government Obligations, in
each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and which the Trustee shall be instructed to apply
to pay and discharge, the principal of and each installment of principal and interest, if any, on the Notes on the Stated Maturity
of such principal or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (4) of
this Section 1009; provided, however, that (A) all money and U.S. Government Obligations deposited pursuant to this Section 1009
shall be denominated in U.S. Dollars; and (B) U.S. Government Obligations shall be valued at the amount of money that they
will provide through the payment of principal and interest in respect thereof in accordance with their terms no later than one
day prior to the Stated Maturity or such Redemption Date and shall not contain provisions permitting the redemption or other prepayment
at the option of the issuer thereof prior to the Stated Maturity;”


 


ARTICLE FIVE


 


Miscellaneous


 


SECTION 501.       Execution
as Supplemental Indenture.


 


This Fourteenth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original
Indenture, this Fourteenth Supplemental Indenture forms a part thereof.


 


SECTION 502.       Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required to be included in this Fourteenth Supplemental Indenture
by any of the provisions of the Trust Indenture Act, such required provision shall control.


 


SECTION 503.       Effect
of Headings.


 


The Article and
Section headings herein are for convenience only and shall not affect the construction hereof.


 






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SECTION 504.       Successors
and Assigns.


 


All covenants and agreements
by the Company in this Fourteenth Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.


 


SECTION 505.       Separability
Clause.


 


In case any provision
in this Fourteenth Supplemental Indenture or in the 2031 Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 506.       Benefits
of Fourteenth Supplemental Indenture.


 


Nothing in this Fourteenth
Supplemental Indenture or in the 2031 Notes, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Fourteenth Supplemental
Indenture.


 


SECTION 507.       Recitals.


 


The Trustee shall have
no responsibility for the recitals contained in this Fourteenth Supplemental Indenture, all of which shall be taken as the statements
of the Company, or for the validity or sufficiency of this Fourteenth Supplemental Indenture.


 


SECTION 508.       Governing
Law.


 


This Fourteenth Supplemental
Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


SECTION 509.       Execution
and Counterparts.


 


This Fourteenth Supplemental
Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


SECTION 510.       Liability
of Trustees and Shareholders.


 


The Declaration of
Trust of the Company provides that no shareholder of the Company shall be held to any liability whatever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or undertaking made, entered into or issued by the trustees
of the Company or by any officer, agent or representative elected or appointed by the trustees and no such contract, obligation
or undertaking shall be enforceable against the trustees or any of them in their or his individual capacities or capacity and all
such contracts, obligations and undertakings shall be enforceable only against the trustees as such, and every person, firm, association,
trust and corporation having any claim or demand arising out of any such contract, obligation or undertaking shall look only to
the trust estate for the payment or satisfaction thereof.


 






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SECTION 511.       Certain
Tax Matters.


 


The Trustee shall be
entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment thereunder or to pay any additional
amount as a result of such FATCA Withholding Tax. The Company hereby covenants with the Trustee that it will provide the Trustee
with sufficient information so as to enable the determination of whether any payments pursuant to this Fourteenth Supplemental
Indenture are subject to the withholding requirements described in Section 1471(a) of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations,
or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”).


 


SECTION 512.       Economic
Sanctions.


 


(a)           The Company
covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject
of any sanctions enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the US
Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority (collectively “Sanctions”);


 


(b)           The Company
covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will directly or indirectly
use any repayments/reimbursements made pursuant to this agreement, (i) to fund or facilitate any activities of or business
with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate
any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other
manner that will result in a violation of Sanctions by any person.


 






    14


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Fourteenth Supplemental Indenture to be duly executed, all as of the day and year first above
written.


 


	 	EVERSOURCE ENERGY
	 	 	 
	 	 	 
	 	By:	/s/ Emilie G. O’Neil
	 	 	Emilie G. O’Neil
	 	 	Assistant Treasurer
	 	 	 
	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence M. Kusch
	 	 	Name: 	Lawrence M. Kusch
	 	 	Title: 	Vice President



 






    15


     


    

 




 


EXHIBIT A


 


[Form of Face of Global Security]


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Eversource
Energy or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


 


EVERSOURCE ENERGY


 


SENIOR NOTES, SERIES S, DUE 2031


 


	CUSIP NO. 30040W AL2		$350,000,000	 




 


No. 1


 


EVERSOURCE ENERGY,
a voluntary association duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”,
which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of Three Hundred Fifty Million Dollars ($350,000,000) on March 15,
2031 (the “Final Maturity”), and to pay interest thereon from March 11, 2021 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually in arrears on March 15 and September 15
of each year, commencing on September 15, 2021, at the rate of 2.55% per annum, until the principal hereof is paid or made
available for payment and, subject to the terms of the Indenture, at the same rate on any overdue principal and premium and (to
the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest.


 






     


     


    




 


The amount of interest
payable for any period other than a complete interest payment period will be computed on the basis of a 360-day year consisting
of twelve thirty day months and, for any period shorter than a full month, on the basis of the actual number of days elapsed in
such period. In any case where any Interest Payment Date, the Stated Maturity or Redemption Date is not a Business Day, then payment
of principal and interest, if any, or principal and premium, if any, payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force
and effect as if made on such date. A “Business Day” shall mean any day, except a Saturday, a Sunday or a legal holiday
in New York, New York or in Pittsburgh, Pennsylvania on which banking institutions are authorized or required by law, regulation
or executive order to close.


 


The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be
(1) the Business Day next preceding such Interest Payment Date if this Security remains in book-entry only form or (2) the
15th calendar day (whether or not a Business Day) next preceding such Interest Payment Date if this Security does not remain in
book-entry only form. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder
on such date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal
of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that
purpose at the Corporate Trust Office of the Trustee in Pittsburgh, Pennsylvania, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


This Security has initially
been issued in the form of a Global Security, and the Company has initially designated The Depository Trust Company, New York,
New York (the “Depositary,” which term shall include any successor depositary), as the Depositary for this Security.
For as long as this Security or any portion hereof is issued in such form, and notwithstanding the previous paragraph, all payments
of interest, principal and other amounts in respect of this Security or portion thereof shall be made to the Depositary or its
nominee in accordance with its applicable policies and procedures, in the coin or currency specified above and as further provided
on the reverse hereof.


 


Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



 






    A-2


     


    




 


[Form of Reverse
of Global Security]








 


EVERSOURCE ENERGY


 


SENIOR NOTES, SERIES S, DUE 2031


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of April 1, 2002, as amended and supplemented from time to time and as supplemented
by the Fourteenth Supplemental Indenture dated as of March 1, 2021 (herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (herein called
the “Trustee,” which term includes any successor trustee under Indenture), as to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount
to $350,000,000. The provisions of this Security, together with the provisions of the Indenture, shall govern the rights, obligations,
duties and immunities of the Holder, the Company and the Trustee with respect to this Security, provided that, if any provision
of this Security conflicts with any provision of the Indenture, the provision of this Security shall be controlling to the fullest
extent permitted under the Indenture.


 


The Securities of this
series are subject to redemption upon not less than thirty (30) or more than sixty (60) days’ notice by mail to the Holders
of such securities at their addresses in the Security Register, at the option of the Company, in whole or in part, from time to
time. If the Company elects to redeem the Securities, it will do so at a Redemption Price set forth in Section 301 of the
Fourteenth Supplemental Indenture between the Company and the Trustee, dated March 1, 2021, which established the terms of
the Securities.


 


Except as otherwise
provided in the Indenture, if notice has been given as provided in the Indenture and funds for the redemption of any Securities
(or any portion thereof) called for redemption shall have been made available on the Redemption Date referred to in such notice,
such Securities (or any portion thereof) will cease to bear interest on the date fixed for such redemption specified in such notice
and the only right of the Holders of such Securities will be to receive payment of the Redemption Price.


 


In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.


 


The Securities of this
series will not be subject to any sinking fund.


 






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If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the Indenture.








 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all
series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the time, place and rate,
and in the coin or currency, herein prescribed.


 


This Security shall
be exchangeable for Securities registered in the names of Persons other than the Depositary with respect to such series or its
nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such series or at any time ceases to be a clearing agency registered
as such under the Securities Exchange Act of 1934, (y) the Company executes and delivers to the Trustee an Officers’
Certificate providing that this Security shall be so exchangeable or (z) there shall have occurred and be continuing an Event
of Default with respect to the Securities of the series of which this Security is a part. Securities so issued in exchange for
this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this
Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in
such names as the Depositary for such Global Security shall direct.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of a Security of the series of which this Security
is a part is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of
like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.


 






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The Securities of the
series of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000
and integral multiples of $1,000 thereafter. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.








 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


For so long as this
Security is issued in the form of a Global Security, neither the Company nor the Trustee will have any responsibility with respect
to the policies and procedures of the Depositary or for any notices or other communications among the Depositary, its direct and
indirect participants or the beneficial owners of this Security.


 


Neither the failure
to give any notice nor any defect in any notice given to the Holder of this Security or any other Security of this series will
affect the sufficiency of any notice given to any other Holder of any Securities of this series.


 


The Indenture provides
that the Company, at its option (a) will be discharged from any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain
paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the Indenture,
in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations which, through the payment
of interest thereon and principal thereof in accordance with their terms, will provide money, in an amount sufficient to pay all
the principal of and premium, if any and interest, if any, on the Securities on the dates such payments are due in accordance with
the terms of such Securities, and certain other conditions are satisfied.


 


No recourse shall be
had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any trustee, incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.


 






    A-5


     


    




 


The Declaration of
Trust of the Company provides that no shareholder of the Company shall be held to any liability whatsoever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or undertaking made, entered into or issued by the trustees
of the Company or by any officer, agent or representative elected or appointed by the trustees and no such contract, obligation
or undertaking shall be enforceable against the trustees or any of them in their or his individual capacities or capacity and all
such contracts, obligations and undertakings shall be enforceable only against the trustees as such, and every person, firm, association,
trust and corporation having any claim or demand arising out of any such contract, obligation or undertaking shall look only to
the trust estate for the payment or satisfaction thereof.








 


This Security shall
be governed by and construed in accordance with the laws of the State of New York.


 


All terms used in this
Security not defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


[The remainder of this page left blank
intentionally.]


 






    A-6


     


    




 


IN WITNESS WHEREOF,
Eversource Energy has caused this instrument to be duly executed.








 


	EVERSOURCE ENERGY	 
	 	 
	 	 
	By:	 	 
	 	Emilie G. O’Neil	 
	 	Assistant Treasurer	 




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
therein referred to in the within mentioned Indenture.


 


Dated: March ___, 2021


 


	THE
    BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,	 
	as Trustee	 
	 	 
	 	 
	By:	 	 
	 	Authorized Signatory
	
	 	 




 






    A-7