Exhibit 4.1


 


SUPPLEMENTAL INDENTURE


 


Dated as of December 1, 2020


 


To


 


Indenture of Mortgage and Deed of Trust


 


Dated as of May 1, 1921


as Amended and Restated


as of April 7, 2005


 





 



 


THE CONNECTICUT LIGHT AND POWER COMPANY


doing business as EVERSOURCE ENERGY


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


(f/k/a BANKERS TRUST COMPANY),


Trustee


 





 



 


0.75% First
and Refunding Mortgage Bonds, 2020 Series A, due 2025


 






     


     


    

 





THE CONNECTICUT LIGHT AND POWER COMPANY


doing business as EVERSOURCE ENERGY

Supplemental Indenture, Dated as of December 1, 2020


 


Table of Contents


 


	 	Page
	Parties	1
	Recitals	1
	Granting Clauses	2
	Habendum	3
	Grant in Trust	3
	 	 
	ARTICLE 1.	FORM AND PROVISIONS OF BONDS OF 2020 SERIES A	3
	 	 	 
	SECTION 1.01.	Designation; Amount	3
	SECTION 1.02.	Form of Bonds of 2020 Series A	4
	SECTION 1.03.	Provisions of Bonds of 2020 Series A; Interest Accrual	4
	SECTION 1.04.	Transfer and Exchange of Bonds of 2020 Series A	5
	SECTION 1.05.	Consent to Amendment and Restatement of Mortgage Indenture	5
	 	 	 
	ARTICLE 2.	REDEMPTION OF BONDS OF 2020 SERIES A	5
	 	 	 
	SECTION 2.01.	Redemption of Bonds of 2020 Series A	5
	SECTION 2.02.	Definitions Applicable to Redemption Provisions	6
	 	 	 
	ARTICLE 3.	AMENDMENT OF MORTGAGE INDENTURE	7
	 	 	 
	SECTION 3.01.	Amendment to Section 1606 of the Mortgage Indenture	7
	SECTION 3.02.	Applicability of Amendment to Mortgage Indenture	7
	 	 	 
	ARTICLE 4.	MISCELLANEOUS	7
	 	 	 
	SECTION 4.01.	Benefits of Supplemental Indenture and Bonds of 2020 Series A	7
	SECTION 4.02.	Effect of Table of Contents and Headings	7
	SECTION 4.03.	Counterparts	8
	 	 	 
	TESTIMONIUM	9
	 	 
	SIGNATURES	9
	 	 
	ACKNOWLEDGMENTS	9
	 	 



	SCHEDULE A	-	Form of Bond of 2020 Series A, Form of Trustee’s Certificate	 
	SCHEDULE B	-	Property Subject to the Lien of the Mortgage	 



 






    i


     


    

 





SUPPLEMENTAL INDENTURE,
dated as of December 1, 2020, between THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as Eversource Energy, a corporation
organized and existing under the laws of the State of Connecticut (hereinafter called “Company”), and DEUTSCHE BANK
TRUST COMPANY AMERICAS (f/k/a BANKERS TRUST COMPANY), a corporation organized and existing under the laws of the State of New
York (hereinafter called “Trustee”).


 


WHEREAS, the Company
heretofore duly executed, acknowledged and delivered to the Trustee a certain Indenture of Mortgage and Deed of Trust dated as
of May 1, 1921, and eighty-eight Supplemental Indentures thereto dated respectively as of May 1, 1921, February 1,
1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936, October
20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1,
1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1,
1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1,
1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1,
1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986,
April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989,
September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993,
July 1, 1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1, 1994, October 1, 1994,
June 1, 1996, January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1,
1998, September 1, 2004, September 1, 2004, April 1, 2005, June 1, 2006, March 1, 2007, September 1,
2007, May 1, 2008, February 1, 2009, October 1, 2011, January 1, 2013, April 1, 2014, May 1, 2015, November
1, 2015, March 1, 2017, August 1, 2017, March 1, 2018, March 1, 2019 and September 1, 2019 (said Indenture of Mortgage and Deed
of Trust (i) as heretofore amended, including as amended and restated in its entirety on April 7, 2005, being hereinafter
generally called the “Mortgage Indenture,” and (ii) together with said Supplemental Indentures thereto, the “Mortgage”),
all of which have been duly recorded as required by law, for the purpose of securing its First and Refunding Mortgage Bonds (of
which $3,515,345,000 aggregate principal amount are outstanding at the date of this Supplemental Indenture) in an unlimited amount,
issued and to be issued for the purposes and in the manner therein provided, of which Mortgage this Supplemental Indenture is intended
to be made a part, as fully as if therein recited at length;


 


WHEREAS, the Company,
by appropriate and sufficient corporate action in conformity with the provisions of the Mortgage, has duly determined to create
a further series of bonds under the Mortgage to be designated “0.75% First and Refunding Mortgage Bonds, 2020 Series A,
due 2025” (hereinafter generally referred to as the “bonds of 2020 Series A”), to consist of fully registered
bonds containing terms and provisions duly fixed and determined by the Board of Directors of the Company and expressed in this
Supplemental Indenture, such fully registered bonds and the Trustee’s certificate of its authentication thereof to be substantially
in the forms thereof respectively set forth in Schedule A appended hereto and made a part hereof; and


 






    1


     


    

 





WHEREAS, the execution
and delivery of this Supplemental Indenture and the issue of not in excess initially of Four Hundred Million Dollars ($400,000,000)
in aggregate principal amount of bonds of 2020 Series A and other necessary actions have been duly authorized by the Board of Directors
of the Company; and


 


WHEREAS, the Company
has purchased, constructed or otherwise acquired certain additional property not specifically described in the Mortgage but which
is and is intended to be subject to the lien thereof, and proposes specifically to subject such additional property to the lien
of the Indenture at this time; and


 


WHEREAS, the Company
proposes to execute and deliver this Supplemental Indenture to provide for the issue of the bonds of 2020 Series A, to subject
such additional property to the lien of the Mortgage and to confirm the lien of the Mortgage on the Property referred to below,
all as permitted by Sections 401 and 1301(d) and (f) of the Mortgage Indenture; and


 


WHEREAS, all acts and
things necessary to constitute this Supplemental Indenture a valid, binding and legal instrument and to make the bonds of 2020
Series A, when executed by the Company and authenticated by the Trustee, the valid, binding and legal obligations of the Company
have been authorized and performed;


 


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST WITNESSETH:


 


That in order to secure
the payment of the principal of and interest on all bonds issued and to be issued under the Mortgage, according to their tenor
and effect, and according to the terms of the Mortgage and this Supplemental Indenture, and to secure the performance of the covenants
and obligations in said bonds and in the Mortgage and this Supplemental Indenture respectively contained, and for the better assuring
and confirming unto the Trustee, its successor or successors and its or their assigns, upon the trusts and for the purposes expressed
in the Mortgage and this Supplemental Indenture, all and singular the hereditaments, premises, estates and property of the Company
thereby conveyed or assigned or intended so to be, or which the Company may thereafter have become bound to convey or assign to
the Trustee, as security for said bonds (except such hereditaments, premises, estates and property as shall have been disposed
of or released or withdrawn from the lien of the Mortgage and this Supplemental Indenture, in accordance with the provisions thereof
and subject to alterations, modifications and changes in said hereditaments, premises, estates and property as permitted under
the provisions thereof), the Company, for and in consideration of the premises and the sum of One Dollar ($1.00) to it in hand
paid by the Trustee, the receipt whereof is hereby acknowledged, and of other valuable considerations, has granted, bargained,
sold, assigned, mortgaged, pledged, transferred, set over, aliened, enfeoffed, released, conveyed and confirmed, and by these presents
does grant, bargain, sell, assign, mortgage, pledge, transfer, set over, alien, enfeoff, release, convey and confirm unto said
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee, and its successor or successors in the trusts created
by the Mortgage and this Supplemental Indenture, and its and their assigns, all of said hereditaments, premises, estates and property
(except and subject as aforesaid), as fully as though described at length herein, including, without limitation of the foregoing,
the property, rights and privileges of the Company described or referred to in Schedule B hereto.


 






    2


     


    

 





Together with all plants,
buildings, structures, improvements and machinery located upon said real estate or any portion thereof, and all rights, privileges
and easements of every kind and nature appurtenant thereto, and all and singular the tenements, hereditaments and appurtenances
belonging to the real estate or any part thereof described or referred to in Schedule B or intended so to be, or in any
wise appertaining thereto, and the reversions, remainders, rents, issues and profits thereof, and also all the estate, right, title,
interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the Company, of, in and to the same
and any and every part thereof, with the appurtenances; except and subject as aforesaid.


 


TO HAVE AND TO HOLD
all and singular the property, rights and privileges hereby granted or mentioned or intended so to be, together with all and singular
the reversions, remainders, rents, revenues, income, issues and profits, privileges and appurtenances, now or hereafter belonging
or in any way appertaining thereto, unto the Trustee and its successor or successors in the trust created by the Mortgage and this
Supplemental Indenture, and its and their assigns, forever, and with like effect as if the above described property, rights and
privileges had been specifically described at length in the Mortgage and this Supplemental Indenture.


 


Subject, however, to
Permitted Liens, as defined in the Mortgage Indenture.


 


IN TRUST, NEVERTHELESS,
upon the terms and trusts of the Mortgage and this Supplemental Indenture for those who shall hold the bonds and coupons issued
and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons
over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject,
however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Mortgage
and this Supplemental Indenture (and subject to any sinking fund that may heretofore have been or hereafter be created for the
benefit of any particular series).


 


And it is hereby covenanted
that all such bonds of 2020 Series A are to be issued, authenticated and delivered, and that the mortgaged premises are to be held
by the Trustee, upon and subject to the trusts, covenants, provisions and conditions and for the uses and purposes set forth in
the Mortgage and this Supplemental Indenture and upon and subject to the further covenants, provisions and conditions and for the
uses and purposes hereinafter set forth, as follows, to wit:


 


ARTICLE 1.


 


FORM AND PROVISIONS OF BONDS OF 2020 SERIES A


 


SECTION
1.01.                    Designation;
Amount. The bonds of 2020 Series A shall be designated “0.75% First and Refunding Mortgage Bonds, 2020 Series A,
due 2025” and shall initially be authenticated in the aggregate principal amount of Four Hundred Million Dollars
($400,000,000). The initial issue of the bonds of 2020 Series A may be effected upon compliance with the applicable
provisions of the Mortgage Indenture. Additional bonds of 2020 Series A, without limitation as to amount, having the same
terms and conditions as the bonds of 2020 Series A (except for the date of original issuance, the offering price and, if
applicable, the initial interest payment date) may also be issued by the Company without the consent of the holders of the
bonds of 2020 Series A, pursuant to a separate supplemental indenture related thereto. Such additional bonds of 2020 Series A
shall be part of the same series as the bonds of 2020 Series A.


 






    3


     


    

 


SECTION 1.02.                   
Form of Bonds of 2020 Series A. The bonds of 2020 Series A shall be issued only in fully registered form without
coupons in minimum denominations of Two Thousand Dollars ($2,000) and integral multiples of One Thousand Dollars ($1,000) thereafter.


 


The bonds of 2020 Series
A and the certificate of the Trustee upon said bonds shall be substantially in the forms thereof respectively set forth in Schedule
A appended hereto.


 


SECTION 1.03.                   
Provisions of Bonds of 2020 Series A; Interest Accrual. The bonds of 2020 Series A shall mature on December 1, 2025,
and shall bear interest, including on overdue interest, payable semiannually on June 1 and December 1 of each year, commencing
June 1, 2021, at the rate specified in their title, until the Company’s obligation in respect of the principal thereof shall
be discharged; and shall be payable both as to principal and interest at the office or agency of the Company in the Borough of
Manhattan, New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts. The interest on the bonds of 2020 Series A, whether in temporary or definitive form,
shall be payable without presentation of such bonds; and only to or upon the written order of the registered holders thereof of
record at the applicable record date (as hereinafter defined). The bonds of 2020 Series A shall be callable for redemption in whole
or in part according to the terms and provisions herein in Article 2.


 


Each bond of 2020 Series
A authenticated in accordance with the terms of this Supplemental Indenture shall be dated as of December 1, 2020 and shall bear
interest on the principal amount thereof from the interest payment date next preceding the date of authentication thereof by the
Trustee to which interest has been paid on the bonds of 2020 Series A, or if the date of authentication thereof is prior to June
1, 2021, then from December 1, 2020, or if the date of authentication thereof be an interest payment date to which interest is
being paid or a date between the record date for any such interest payment date and such interest payment date, then from such
interest payment date. Interest on the bonds of 2020 Series A shall be computed on the basis of a 360-day year consisting of twelve
30-day months, and with respect to any period less than a full month, on the basis of the actual number of days elapsed in such
period.


 


The person in
whose name any bond of 2020 Series A is registered at the close of business on any record date with respect to any interest
payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation
of such bond upon any registration of transfer or exchange thereof subsequent to the record date and prior to such interest
payment date, except that if and to the extent the Company shall default in the payment of the interest due on such interest
payment date, then such defaulted interest shall be paid to the person in whose name such bond is registered on a subsequent
record date for the payment of defaulted interest if one shall have been established as hereinafter provided and otherwise on
the date of payment of such defaulted interest. A subsequent record date may be established by the Company by notice mailed
to the owners of bonds of 2020 Series A not less than ten (10) days preceding such record date, which record date shall not
be more than thirty (30) days prior to the subsequent interest payment date. The term “record date” as used in
this Section with respect to any regular interest payment (i.e., June 1 or December 1) shall mean the May 15 or November
15, as the case may be, next preceding such interest payment date, or if such May 15 or November 15 shall be a legal holiday
or a day on which banking institutions in the Borough of Manhattan, New York, New York are authorized by law to close, the
next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.


 






    4


     


    

 


SECTION 1.04.                    Transfer and Exchange of Bonds of 2020 Series A The bonds of 2020 Series A may be surrendered for registration of
transfer as provided in Section 305 of the Mortgage Indenture at the office or agency of the Company in the Borough of Manhattan,
New York, New York, and may be surrendered at said office for exchange for a like aggregate principal amount of bonds of 2020 Series
A of other authorized denominations. Notwithstanding the provisions of Section 305 of the Mortgage Indenture, no charge, except
for taxes or other governmental charges, shall be made by the Company for any registration of transfer of bonds of 2020 Series
A or for the exchange of any bonds of 2020 Series A for bonds of other authorized denominations.


 


SECTION 1.05.                   
Consent to Amendment and Restatement of Mortgage Indenture. Each holder of a bond of 2020 Series A, solely by virtue
of its acquisition thereof, including as an owner of a book-entry interest therein, shall have and be deemed to have consented,
without the need for any further action or consent by such holder, to the amendment and restatement of the Mortgage Indenture in
the form set forth in Schedule C to the Supplemental Indenture dated as of April 1, 2005.


 


ARTICLE 2.


 


REDEMPTION OF BONDS OF
2020 SERIES A


 


SECTION 2.01.                     Redemption
of Bonds of 2020 Series A. The bonds of 2020 Series A are subject to redemption prior to maturity, as a whole at any time
or in part from time to time, in accordance with the provisions of the Mortgage, upon not less than thirty (30) days and not
more than sixty (60) days prior notice (which notice may be made subject to the deposit of redemption moneys with the Trustee
before the date fixed for redemption) given by mail as provided in the Mortgage, at the option of the Company. If the Company
elects to redeem the bonds of 2020 Series A prior to the Par Call Date (as defined in Section 2.02), it will do so at a
redemption price equal to the greater of (i) 100% of the principal amount of the bonds of 2020 Series A being redeemed
or (ii) the sum of the present values of the principal and the remaining scheduled payments of interest on the bonds of
2020 Series A being redeemed from the date of redemption through the Par Call Date (excluding the portion of any such
interest accrued to the redemption date), discounted to the date of redemption on a semiannual basis at the Treasury Rate (as
defined in Section 2.02) applicable to the bonds of 2020 Series A plus 7.5 basis points plus, in either case, accrued
and unpaid interest on the principal amount of the bonds of 2020 Series A being redeemed to the date of redemption (the
“Redemption Date”). If the Company elects to redeem the bonds of 2020 Series A on or after the Par Call Date, it
will do so at a redemption price equal to one hundred percent (100%) of the principal amount of the bonds of 2020 Series A
being redeemed, plus accrued and unpaid interest thereon to the Redemption Date. The redemption price will be calculated by
the Company assuming a 360-day year consisting of twelve 30-day months.


 






    5


     


    

 


So long as the bonds
of 2020 Series A are registered in the name of The Depository Trust Company, as depositary (“DTC”), its nominee or
a successor depositary, if the Company elects to redeem less than all of the bonds of 2020 Series A, we believe that DTC’s
practice is to determine by lot the amount of the interest of each direct participant, in the bonds of 2020 Series A to be redeemed.
At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate, the particular bonds of 2020 Series
A, or portions of them, to be redeemed.


 


Notice of redemption
shall be given by mail to the holders of bonds of 2020 Series A, which, as long as the bonds of 2020 Series A are held in the book-entry
only system, will be DTC, its nominee or a successor depositary. On and after the Redemption Date (unless the Company defaults
in the payment of the redemption price and interest accrued thereon to such date), interest on the bonds of 2020 Series A, or the
portions of them so called for redemption, shall cease to accrue.


 


The bonds of 2020 Series
A are not otherwise subject to redemption.


 


SECTION 2.02.                   
Definitions Applicable to Redemption Provisions. As used in this Article 2:


 


“Comparable Treasury
Issue” means the United States Treasury security selected by an Independent Investment Banker as having an actual maturity
comparable to the remaining term from and including the Redemption Date to and including the Par Call Date of the bonds of 2020
Series A being redeemed 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 from and including the Redemption
Date to and including the Par Call Date of the bonds of 2020 Series A.


 


“Comparable Treasury
Price” means with respect to any Redemption Date (i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means an independent investment banking institution of national standing appointed by the Company.


 


“Par Call Date”
means the date that is one month prior to the maturity date of the bonds of 2020 Series A.


 


“Reference Treasury
Dealer” means any four primary U.S. Government securities dealers in The City of New York selected by the Company.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York
time, on the third business day preceding such Redemption Date.


 






    6


     


    

 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (on a day count
basis) 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. The Treasury Rate will be calculated by the Company on
the third business day preceding the date fixed for redemption.


 


ARTICLE 3.


 


AMENDMENT OF MORTGAGE
INDENTURE


 


SECTION 3.01.                   
Amendment to Section 1606 of the Mortgage Indenture. Section 1606 of the Mortgage Indenture is hereby amended by
deleting clause (iv) of Section 1606(a) in its entirety and replacing it with the following clause (iv):


 


“        (iv) an Opinion of
Counsel to the effect that the certificates and other instruments which have been or are therewith delivered to the Trustee conform
to the requirements of this Mortgage, and that all conditions precedent herein provided for relating to such withdrawal have been
complied with.”


 


SECTION 3.02.                   
Applicability of Amendment to Mortgage Indenture. Except as provided in Section 3.01 hereof, each and every term
and condition contained in this Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Mortgage
Indenture shall apply only to the bonds of 2020 Series A and not to any other Securities under the Mortgage Indenture. Except as
specifically amended and supplemented by, or to the extent inconsistent with this Supplemental Indenture, the Mortgage Indenture
shall remain in full force and effect and is hereby ratified and confirmed.


 


ARTICLE 4.


 


MISCELLANEOUS


 


SECTION 4.01.                    Benefits of Supplemental Indenture and Bonds of 2020 Series A. Nothing in this Supplemental Indenture, or in
the bonds of 2020 Series A, expressed or implied, is intended to or shall be construed to give to any person or corporation other
than the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and this Supplemental
Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or of any covenant,
condition or provision herein contained. All the covenants, conditions and provisions hereof are and shall be for the sole and
exclusive benefit of the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and
this Supplemental Indenture.


 


SECTION
4.02.                    Effect
of Table of Contents and Headings. The table of contents and the description headings of the several Articles and
Sections of this Supplemental Indenture are inserted for convenience of reference only and are not to be taken to be any part
of this Supplemental Indenture or to control or affect the meaning, construction or effect of the same.


 






    7


     


    

 


SECTION 4.03.                   
Counterparts. For the purpose of facilitating the recording hereof, this Supplemental Indenture may be executed in
any number of counterparts, each of which shall be and shall be taken to be an original and all collectively but one instrument.


 


IN WITNESS WHEREOF, The Connecticut
Light and Power Company, doing business as Eversource Energy, has caused these presents to be executed by its Assistant Treasurer-Corporate
Finance and Cash Management and its corporate seal to be hereunto affixed, duly attested by its Secretary, and Deutsche Bank Trust
Company Americas has caused these presents to be executed and its corporate seal to be hereunto affixed by Deutsche Bank National
Trust Company, its authorized signatory, by a Vice President and an Assistant Vice President, duly attested by a Vice President,
as of the day and year first above written.


 


[The remainder of this
page left blank intentionally; signature pages follow.]


 






    8


     


    

 



  


	Attest:	 	THE CONNECTICUT LIGHT AND POWER COMPANY doing business as EVERSOURCE ENERGY
	 	 	 
	/s/ Richard J. Morrison	 	By:	 /s/ Emilie G. O’Neil
	Richard J. Morrison	 	 	Emilie G. O’Neil
	Secretary	 	 	Assistant Treasurer-Corporate Finance and Cash Management 
	 	 	 	 
	(SEAL) 	 	 	 	Signed, sealed and delivered in the presence of:   
	 	 	 	 	 
	 	 		 	/s/ Sean O’Neil
	 	 	 
	 	 	 	 	/s/ Marian Morrison



 


	COMMONWEALTH OF MASSACHUSETTS	 )
	 	) ss.:       WAYLAND
	COUNTY OF MIDDLESEX	)




 


On this 13th
day of November 2020, before the undersigned officer, personally appeared Emilie G. O’Neil and Richard J. Morrison who acknowledged
themselves to be the Assistant Treasurer–Corporate Finance and Cash Management, and the Secretary, respectively, of THE CONNECTICUT
LIGHT AND POWER COMPANY, doing business as EVERSOURCE ENERGY, a Connecticut corporation, and that they, as such Assistant Treasurer-Corporate
Finance and Cash Management, and such Secretary, being authorized so to do, executed the foregoing instrument for the purpose therein
contained, by signing the name of the corporation by themselves as the Assistant Treasurer-Corporate Finance and Cash Management,
and the Secretary, and as their free act and deed.


 


IN WITNESS WHEREOF, I hereunto set
my hand and official seal.


 


		/s/ Florence J. Iacono
	 	Notary Public
	 	My commission expires: January 20, 2023.  
	(SEAL)	 








 






    9


     


    







 


	Attest: 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, TRUSTEE    
   
	 	 	 
	/s/ Irina Golovashchuk	 	By:	/s/ Jeffrey Schoenfeld
	Name: Irina Golovashchuk	 	 	Jeffrey Schoenfeld
	Title: Vice President	 	 	Vice President
	 	 	 
	 	 	By:	 /s/ Chris Niesz
	 	 	 	Chris Niesz
	 	 	 	Vice President
	 	 	 
	(SEAL)	 	 	Signed, sealed and delivered in the presence of:
	 	 	 
	 	 	 	/s/ Luke Russell
	 	 	 
	 	 	 	/s/ Michael Russell



 


	STATE OF NEW JERSEY	 )
	 	) ss.:       
	COUNTY OF MONMOUTH	 )




 


On this 13th day of November, 2020 before the undersigned officer,
personally appeared Jeffrey Schoenfeld and Chris Niesz, acknowledged themselves to be a Vice President, as authorized signatory
for DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, a corporation, and that they, as officers, being authorized
so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves
as Associates, and as their free act and deed.


 


IN WITNESS WHEREOF,
I hereunto set my hand and official seal.


 


		/s/ Robert S. Peschler 

                                                                                

	 	Notary Public
	 	My commission expires: December 11, 2022.  
	(SEAL)	 




 






    10


     


    

 


SCHEDULE A


 


[FORM OF BOND OF 2020 SERIES A]


 


CUSIP No. 207597 EM3


 


	No. 1	 $400,000,000




 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE MORTGAGE 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 MORTGAGE AND HEREIN, 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 Global
Security is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to The Connecticut Light and Power Company 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.


 


THE CONNECTICUT LIGHT AND POWER COMPANY


doing business as EVERSOURCE ENERGY


 


Incorporated under the Laws of the State
of Connecticut


 


0.75% FIRST AND REFUNDING MORTGAGE BOND,
2020 SERIES A,


DUE 2025


 


PRINCIPAL DUE DECEMBER 1, 2025


 


FOR VALUE
RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as EVERSOURCE ENERGY, a corporation organized and existing
under the laws of the State of Connecticut (hereinafter called the Company), hereby promises to pay to                                             ,
or registered assigns, the principal sum of Four Hundred Million Dollars ($400,000,000), on December 1, 2025 and to pay
interest, including overdue interest, on said sum, semiannually on June 1 and December 1 of each year, commencing June 1,
2021 until the Company’s obligation with respect to said principal sum shall be discharged, at the rate per annum
specified in the title of this bond from the interest payment date next preceding the date of authentication hereof to which
interest has been paid on the bonds of this series, or if the date of authentication hereof is prior to June 1, 2021, then
from December 1, 2020, or if the date of authentication hereof is an interest payment date to which interest is being paid or
a date between the record date for any such interest payment date and such interest payment date, then from such interest
payment date. Both principal and interest shall be payable at the office or agency of the Company in the Borough of
Manhattan, New York, New York, in such coin or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.


 






    A-2


     


    

 


Interest on the bonds
of 2020 Series A shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any period
less than a full month, on the basis of the actual number of days elapsed for such period.


 


Each installment of
interest hereon (other than overdue interest) shall be payable to the person who shall be the registered owner of this bond at
the close of business on the record date, which shall be the May 15 or November 15, as the case may be, next preceding the interest
payment date, or, if such May 15 or November 15 shall be a legal holiday or a day on which banking institutions in the Borough
of Manhattan, New York, New York, are authorized by law to close, the next preceding day which shall not be a legal holiday or
a day on which such institutions are so authorized to close.


 


Reference is hereby
made to the further provisions of this bond set forth on the reverse hereof, including without limitation provisions in regard
to the call and redemption and the registration of transfer and exchangeability of this bond, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.


 


This bond shall not
become or be valid or obligatory until the certificate of authentication hereon shall have been signed by Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company and hereinafter with its successors as defined in the Mortgage hereinafter referred to, generally
called the Trustee), or by such a successor.








 






    A-3


     


    

 


IN WITNESS WHEREOF,
The Connecticut Light and Power Company, doing business as Eversource Energy, has caused this bond to be executed in its corporate
name and on its behalf by its Assistant Treasurer-Corporate Finance and Cash Management by her signature or a facsimile thereof,
and its corporate seal to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary.


 


Dated as of December 1, 2020


	 	
        THE CONNECTICUT LIGHT AND POWER COMPANY doing business
as EVERSOURCE ENERGY

        

        

        

	 	 
	 	By:	 
	 	 	Emilie G. O’Neil
	 	 	Assistant Treasurer-Corporate Finance and Cash Management
	 	 
	 	Attest:
	 	 
	 	Richard J. Morrison
	 	Secretary


  


[FORM OF TRUSTEE’S CERTIFICATE]


 


Deutsche Bank Trust Company Americas hereby
certifies that this bond is one of the bonds described in the within mentioned Mortgage.


 


	  	DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, TRUSTEE
	 	 
	Dated as of December 1, 2020  	By:	 
	 	 	Name:
	 	 	Title: Authorized Officer



 






    A-4


     


    

 





[FORM OF BOND]


 


[REVERSE]


 


THE CONNECTICUT LIGHT AND POWER COMPANY


doing business as EVERSOURCE
ENERGY


 


0.75% FIRST AND REFUNDING
MORTGAGE BOND, 2020 SERIES A,


DUE 2025


 


This bond is one
of an issue of bonds of the Company, of an unlimited authorized amount of coupon bonds or registered bonds without coupons,
or both, known as its First and Refunding Mortgage Bonds, all issued or to be issued in one or more series, and is one of a
series of said bonds limited in principal amount to Four Hundred Million Dollars ($400,000,000), consisting only of
registered bonds without coupons and designated “0.75% First and Refunding Mortgage Bonds, 2020 Series A, due
2025” all of which bonds are issued or are to be issued under, and equally and ratably secured by, a certain Indenture
of Mortgage and Deed and Trust dated as of May 1, 1921, and by eighty-eight Supplemental Indentures dated respectively
as of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932,
July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944,
September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952,
December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1,
1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970,
October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1,
1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30,
1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986,
April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1,
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992,
July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1, 1994,
October 1, 1994, June 1, 1996, January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997,
May 1, 1998, May 1, 1998, September 1, 2004, September 1, 2004, April 1, 2005, June 1, 2006,
March 1, 2007, September 1, 2007, May 1, 2008, February 1, 2009, October 1, 2011, January 1,
2013, April 1, 2014, May 1, 2015, November 1, 2015, March 1, 2017, August 1, 2017, March 1, 2018, March 1, 2019 and
September 1, 2019 (said Indenture of Mortgage and Deed of Trust and Supplemental Indentures being collectively referred to
herein as the “Mortgage”), all executed by the Company to Deutsche Bank Trust Company Americas f/k/a Bankers
Trust Company, as Trustee, all as provided in the Mortgage to which reference is made for a statement of the property
mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and
the terms and conditions upon which the bonds may be issued and are secured; but neither the foregoing reference to the
Mortgage nor any provision of this bond or of the Mortgage shall affect or impair the obligation of the Company, which is
absolute, unconditional and unalterable, to pay at the maturities herein provided the principal of and interest on this bond
as herein provided. The principal of this bond may be declared or may become due on the conditions, in the manner and at the
time set forth in the Mortgage, upon the happening of an event of default as in the Mortgage provided. The Mortgage was
amended and restated in its entirety on April 7, 2005 in the form set forth in Schedule C to the Supplemental
Indenture dated as of April 1, 2005.


 






    A-5


     


    

 


This bond is transferable
by the registered holder hereof in person or by attorney upon surrender hereof at the office or agency of the Company in the Borough
of Manhattan, New York, New York, together with a written instrument of transfer in approved form, signed by the holder, and a
new bond or bonds of this series for a like principal amount in authorized denominations will be issued in exchange, all as provided
in the Mortgage. Prior to due presentment for registration of transfer of this bond the Company and the Trustee may deem and treat
the registered owner hereof as the absolute owner hereof, whether or not this bond be overdue, for the purpose of receiving payment
and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.


 


This bond is exchangeable
at the option of the registered holder hereof upon surrender hereof, at the office or agency of the Company in the Borough of Manhattan,
New York, New York, for an equal principal amount of bonds of this series of other authorized denominations, in the manner and
on the terms provided in the Mortgage.


 


Bonds of this series
are to be issued initially under a book-entry only system and, except as hereinafter provided, registered in the name of The Depository
Trust Company, New York, New York (“DTC”) or its nominee, which shall be considered to be the holder of all bonds of
this series for all purposes of the Mortgage, including, without limitation, payment by the Company of principal of and interest
on such bonds of this series and receipt of notices and exercise of rights of holders of such bonds of this series. There shall
be a single bond of this series which shall be immobilized in the custody of DTC with the owners of book-entry interests in bonds
of this series (“Book-Entry Interests”) having no right to receive bonds of this series in the form of physical securities
or certificates. Ownership of Book-Entry Interests shall be shown by book-entry on the system maintained and operated by DTC, its
participants (the “Participants”) and certain persons acting through the Participants. Transfers of ownership of Book-Entry
Interests are to be made only by DTC and the Participants by that book-entry system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the name of DTC or its nominee. DTC is to maintain records of positions
of Participants in bonds of this series, and the Participants and persons acting through Participants are to maintain records of
the purchasers and owners of Book-Entry Interests. If DTC or its nominee determines not to continue to act as a depository for
the bonds of this series in connection with a book-entry only system, another depository, if available, may act instead and the
single bond of this series will be transferred into the name of such other depository or its nominee, in which case the above provisions
will continue to apply to the new depository. If the book-entry only system for bonds of this series is discontinued for any reason,
upon surrender and cancellation of the single bond of this series registered in the name of the then depository or its nominee,
new registered bonds of this series will be issued in authorized denominations to the holders of Book-Entry Interests in principal
amounts coinciding with the amounts of Book-Entry Interests shown on the book-entry system immediately prior to the discontinuance
thereof. Neither the Trustee nor the Company shall be responsible for the accuracy of the interests shown on that system.








 






    A-6


     


    

 


The bonds of 2020 Series
A are subject to redemption prior to maturity, as a whole at any time or in part from time to time, in accordance with the provisions
of the Mortgage, upon not less than thirty (30) days and not more than sixty (60) days prior notice (which notice may be made subject
to the deposit of redemption moneys with the Trustee before the date fixed for redemption) given by mail as provided in the Mortgage,
at the option of the Company. If the Company elects to redeem the bonds of 2020 Series A prior to the Par Call Date, it will do
so at a redemption price equal to the greater of (i) 100% of the principal amount of the bonds of 2020 Series A being redeemed
or (ii) the sum of the present values of the principal and the remaining scheduled payments of interest of the bonds of 2020
Series A being redeemed from the date of redemption through the Par Call Date (excluding the portion of any such interest accrued
to the redemption date), discounted to the date of redemption on a semiannual basis at the Treasury Rate applicable to the bonds
of 2020 Series A plus 7.5 basis points plus, in either case, accrued and unpaid interest on the principal amount of the bonds of
2020 Series A being redeemed to the date of redemption (the “Redemption Date”). If the Company elects to redeem the
bonds of 2020 Series A on or after the Par Call Date, it will do so at a redemption price equal to one hundred percent (100%) of
the principal amount of the bonds of 2020 Series A being redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
The redemption price will be calculated by the Company assuming a 360-day year consisting of twelve 30-day months.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by an Independent Investment Banker as having an actual maturity
comparable to the remaining term from and including the Redemption Date to and including the Par Call Date of the bonds being redeemed
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 from and including the Redemption Date to and including
the Par Call Date of the bonds of 2020 Series A.


 


“Comparable Treasury
Price” means with respect to any Redemption Date (i) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means an independent investment banking institution of national standing appointed by the Company.


 


“Par Call Date”
means the date that is one month prior to the maturity date of the bonds of 2020 Series A.


 


“Reference Treasury
Dealer” means any four primary U.S. Government securities dealers in The City of New York selected by the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York time, on the third business day
preceding such Redemption Date.


 






    A-7


     


    

 





“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (on a day count
basis) 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. The Treasury Rate will be calculated by the Company on
the third business day preceding the date fixed for redemption.


 


So long as the bonds
are registered in the name of DTC, its nominee or a successor depositary, if the Company elects to redeem less than all of the
bonds, we believe that DTC’s practice is to determine by lot the amount of the interest of each direct participant, in the
bonds of 2020 Series A to be redeemed. At all other times, the Trustee shall draw by lot, in such manner as it deems appropriate,
the particular bonds, or portions of them, to be redeemed.


 


Notice of redemption
shall be given by mail to the holders of bonds, which, as long as the bonds are held in the book-entry only system, will be DTC,
its nominee or a successor depositary. On and after the date fixed for redemption (unless the Company defaults in the payment of
the redemption price and interest accrued thereon to such date), interest on the bonds of 2020 Series A, or the portions of them
so called for redemption, shall cease to accrue.


 


The Mortgage provides
that the Company and the Trustee, with consent of the holders of not less than 66-2/3% in aggregate principal amount of the bonds
at the time outstanding which would be affected by the action proposed to be taken, may by supplemental indenture add any provisions
to or change or eliminate any of the provisions of the Mortgage or modify the rights of the holders of the bonds and coupons issued
thereunder; provided, however, that without the consent of the holder hereof no such supplemental indenture shall affect the terms
of payment of the principal of or interest or premium on this bond, or reduce the aforesaid percentage of the bonds the holders
of which are required to consent to such a supplemental indenture, or permit the creation by the Company of any mortgage or pledge
or lien in the nature thereof ranking prior to or equal with the lien of the Mortgage or deprive the holder hereof of the lien
of the Mortgage on any of the property which is subject to the lien thereof.


 


As set forth in the
Supplemental Indenture establishing the terms and series of the bonds of this series, each holder of a bond of 2020 Series A, solely
by virtue of its acquisition thereof, including as an owner of a book-entry interest therein, has and has been deemed to have consented,
without the need for any further action or consent by such holder, to the amendment and restatement of the Mortgage in the form
set forth in Schedule C appended to the Supplemental Indenture dated as of April 1, 2005.


 


No recourse shall be
had for the payment of the principal of or the interest on this bond, or any part thereof, or for any claim based thereon or otherwise
in respect thereof, to any incorporator, or any past, present or future stockholder, officer or director of the Company, either
directly or indirectly, by virtue of any statute or by enforcement of any assessment or otherwise, and any and all liability of
the said incorporators, stockholders, officers or directors of the Company in respect to this bond is hereby expressly waived and
released by every holder hereof.








 






    A-8


     


    

 


SCHEDULE B


 


[PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE]


 



    B-1


     


    




 


 



 


CL&P FEE ACQUISITIONS


(9/1/2019 – 11/16/2020)


 


NONE