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Exhibit 10.6

 


EMPLOYMENT AGREEMENT

 As Amended and Restated Effective January 1, 2009 




THIS
EMPLOYMENT AGREEMENT (the "Agreement") was entered into as of March 31
2005, by and between Northeast Utilities Service Company, a Connecticut
corporation ("NUSCO"), with its principal office in Berlin, Connecticut, and
Charles W. Shivery, a resident of Avon, Connecticut ("Executive").   This amendment and restatement of the Agreement is
effective as of January 1, 2009. 




WHEREAS,
Executive is employed as Chairman, President & Chief Executive Officer of
Northeast Utilities ("NU") and holds senior executive positions with certain of
the subsidiaries of NU (NU and the Affiliates, as such term is defined in
Section 6.1(a), of NU being referred to collectively herein as the "Company")
and both parties desire to enter into an agreement to reflect Executive's
contribution to the Company's business in Executive's executive capacities and
to provide for Executive's continued employment by the Company, upon the terms
and conditions set forth herein, and




 WHEREAS,
Executive and NUSCO desire to amend and restate the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
effective as of January 1, 2009. 

 

NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as
follows:




1.

Employment.
 The Company hereby agrees to continue the employment of Executive, and
Executive hereby accepts such employment and agrees to perform Executive’s
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth. 




1.1.

Employment
Term.  The term of Executive's employment under this Agreement
shall commence as of March 31, 2005 (the "Effective Date") and shall continue
until December 31, 2006, unless sooner terminated in accordance with Section 5
or Section 6 hereof, and shall automatically renew for periods of one year
unless one party gives written notice to the other, at least sixty days prior to
December 31, 2006 or at least sixty days prior to the end of any one-year
renewal period, that the Agreement shall not be further extended.  The
period commencing as of the Effective Date and ending on the date on which the
term of Executive's employment under the Agreement shall terminate is
hereinafter referred to as the "Employment Term".




1.2.

Duties
and Responsibilities.  Executive shall serve as Chairman, President
& Chief Executive Officer of NU, and in such senior positions as directed by
NUSCO's Board of Directors (the "Board") or the Board of Trustees (the
"Trustees") of NU that provide Executive with duties and compensation that are
substantially 





equivalent
to Executive's current position in terms of duties and responsibilities.
 During the Employment Term, Executive shall perform all duties and accept
all responsibilities incident to such positions as may be assigned to Executive
by the Board.




1.3.

Extent
of Service.  During the Employment Term, Executive agrees to use
Executive's best efforts to carry out Executive's duties and responsibilities
under Section 1.2 hereof and, consistent with the other provisions of this
Agreement, to devote substantially all Executive's business time, attention and
energy thereto.  Except as provided in Section 3 hereof, the foregoing
shall not be construed as preventing Executive from making minority investments
in other businesses or enterprises provided that Executive agrees not to become
engaged in any other business activity which, in the reasonable judgment of the
Board, is likely to interfere with Executive's ability to discharge Executive's
duties and responsibilities to the Company. 




1.4.

Base
Salary.  For all the services rendered by Executive hereunder,
NUSCO shall pay Executive a base salary ("Base Salary"), commencing on the
Effective Date, at the annual rate then being paid to Executive by NUSCO,
payable in installments at such times as NUSCO customarily pays its other senior
level executives (but in any event no less often than monthly).
 Executive's Base Salary shall be reviewed annually for appropriate
adjustment (but shall not be reduced below that in effect on the Effective Date
without Executive's written consent) by the Trustees pursuant to its normal
performance review policies for senior level executives.  Executive's
annual Base Salary shall not be reduced below $840,000 without Executive's
written consent.




1.5.

Retirement
and Benefit Coverages.  




(a)
During the Employment Term, Executive shall be entitled to participate in all





(i)
employee pension and retirement plans and programs (“Retirement Plans”) and 

(ii)
welfare benefit plans and programs (“Benefit Coverages”), 




in
each case made available to the Company's senior level executives as a group or
to its employees generally, as such Retirement Plans or Benefit Coverages may be
in effect from time to time, including, without limitation, the Company's
Supplemental Executive Retirement Plan for Officers (the “Supplemental Plan”),
both as to the Make-Whole Benefit and the Target Benefit.  

(b)
In addition, the Company shall provide Executive with a special retirement
benefit as hereinafter described (the “Special Retirement Benefit”).  The
Special Retirement Benefit equals the positive difference between (i) the amount
that would be payable from the Northeast Utilities Service Company Retirement
Plan (the “Retirement Plan”) and the
Supplemental Plan if (A) actuarial reductions for
commencement before 





2




age
65 were equal to 2% for each year younger than age 65 to age 60, if applicable,
and 3% for each year younger than age 60, unless actuarial reduction factors
more favorable to Executive are adopted in the Retirement Plan, in which case those
factors shall apply, (B) three years of service were added
to Executive’s actual service, and (C) all benefits under
the Retirement Plan and the Supplemental Plan were fully vested, and (ii) the amounts payable from the Retirement
Plan and the Supplemental Plan without such enhancements.  The Special Retirement Benefit shall
be paid at the same time and in the same form as the Supplemental Plan benefit
subject to the provisions of Section 7.1 of this Agreement.  Upon the death
of Executive prior to payment of his Special Retirement Benefit, his spouse, if
any, shall be entitled to receive payment of a Special Retirement Benefit in the
same form and at the same time that payment of his Supplemental Plan benefit is
(or would be) made to his spouse in an amount equal to 50% of the Special
Retirement Benefit that would have been paid to Executive if his Termination
Date occurred on the day before the date of his death , calculated on the
assumption that the Special Retirement Benefit was payable to Executive as a
life annuity in accordance with the factors set forth in Addendum 1 to the
Supplemental Plan commencing on the date of Executive’s death. 




(c)
In addition, Executive may elect continued participation after termination of
employment in the Company’s retiree health plan if the terms of such plan allow
Executive’s continued participation; provided, however, that in the event of
such election, Executive shall pay the then applicable amount payable in
accordance with standard payment rates by retirees of the Company participating
in such plan.  If Executive’s age and years of service do not qualify him
for benefits under the Company's retiree health plan Executive shall instead be
eligible for such continued health benefits as may be provided in Sections 5 or
6, as applicable.




1.6.

Reimbursement
of Expenses and Dues; Vacation.  Executive shall be provided with
reimbursement of expenses related to Executive’s employment by the Company on a
basis no less favorable than that which may be authorized from time to time for
senior level executives as a group, and shall be entitled to five weeks of
vacation annually and holidays and other leave in accordance with the Company's
normal personnel policies for senior level executives.  In addition,
Executive shall be entitled to taxable reimbursement for an initiation fee of up
to $10,000 for membership in a private business or country
club, and reimbursement of up to $5,000 per year in annual
expenses related to such membership.  The Company will review periodically
the amount of such expenses it will reimburse to Executive and may make
adjustments to said amount based upon changes in the fee structure at such
club. All such reimbursements shall be made in accordance
with the provisions of Section 7.2 of this Agreement
..




  

1.7.

Short-Term
Incentive Compensation.  Executive shall be entitled to participate
in any short-term incentive compensation programs established by the 





3




Company
for its senior level executives generally, depending upon achievement of certain
annual individual or business performance objectives specified and approved by
the Trustees (or a Committee thereof) in its sole discretion; provided, however,
that Executive's "target opportunity" and "maximum opportunity" under any such
program shall be at least 100% and 200%, respectively, of Executive's Base
Salary, except that the Trustees may change these "target opportunity" and
"maximum opportunity" percentages as part of a general revision of executive
compensation which also applies to other senior level executives of the Company.
 Executive's short-term incentive compensation, either in shares of NU or
cash, as applicable from time to time, shall be paid to Executive, not later
than such payments are made to the Company's senior level executives generally
and in accordance with the terms of the applicable plan or program .
 Notwithstanding the foregoing, if set forth in applicable program
documents specific payouts of Executive’s short-term incentive compensation may
be deferred in order to minimize a loss of tax deductions for the Company under
Section 162(m) of the Internal Revenue Code.




1.8.

Long-Term
Incentive Compensation.  Executive shall also be entitled to
participate in any long-term incentive compensation programs established by the
Company for its senior level executives generally, depending upon achievement of
certain business performance objectives specified and approved by the Trustees
(or a Committee thereof) in its sole discretion; provided, however, that
Executive's "target opportunity" and "maximum opportunity" under any such
program shall be at least 250% and 500%, respectively of Executive's Base
Salary, except that the Trustees may change these "target opportunity" and
"maximum opportunity" percentages as part of a general revision of executive
compensation which also applies to other senior level executives of the Company.
 Executive's long-term incentive compensation, either in shares of NU,
restricted stock units, options or cash, as applicable from time to time, shall
be paid to Executive not later than such payments are made to the Company's
senior level executives generally and in accordance with the terms of the
applicable plan or program .  Notwithstanding the foregoing, if set
forth in applicable program documents specific payouts of Executive’s long-term
incentive compensation may be deferred  in order to minimize a loss of tax
deductions for the Company under Section 162(m) of the Internal Revenue
Code.




2.
 

Confidential
Information.  Executive recognizes and acknowledges that by reason
of Executive's employment by and service to the Company before, during and, if
applicable, after the Employment Term Executive has had and will continue to
have access to certain confidential and proprietary information relating to the
business of the Company, which may include, but is not limited to, trade
secrets, trade "know-how", customer information, supplier information, cost and
pricing information, marketing and sales techniques, strategies and programs,
computer programs and software and financial information (collectively referred
to as "Confidential Information").  Executive acknowledges that such
Confidential Information is a valuable and unique asset of the 





4




Company
and Executive covenants that Executive will not, unless expressly authorized in
writing by the Board, at any time during the course of Executive's employment
use any Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation except in connection with the
performance of Executive's duties for the Company and in a manner consistent
with the Company's policies regarding Confidential Information.  Executive
also covenants that at any time after the termination of such employment,
directly or indirectly, Executive will not use any Confidential Information or
divulge or disclose any Confidential Information to any person, firm or
corporation, unless such information is in the public domain through no fault of
Executive or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Executive to divulge, disclose or
make accessible such information, in which case Executive will inform NUSCO in
writing promptly of such required disclosure, but in any event at least two
business days prior to disclosure.   All written Confidential
Information (including, without limitation, in any computer or other electronic
format) which comes into Executive's possession during the course of Executive's
employment shall remain the property of the Company.  Except as required in
the performance of Executive's duties for the Company, or unless expressly
authorized in writing by the Board, Executive shall not remove any written
Confidential Information from the Company's premises, except in connection with
the performance of Executive's duties for the Company and in a manner consistent
with the Company's policies regarding Confidential Information.  Upon
termination of Executive's employment, Executive agrees immediately to return to
the Company all written Confidential Information in Executive's
possession.




3.

Non-Competition;
Non-Solicitation.




(a)
 

During
Executive's employment by the Company and for a period of two years after
Executive's termination of employment for any reason, within the Company's
"service area," as defined below, Executive will not, except with the prior
written consent of the Board, directly or indirectly, own, manage, operate,
join, control, finance or participate in the ownership, management, operation,
control or financing of, or be connected as an officer, director, employee,
partner, principal, agent, representative, consultant or otherwise with, or use
or permit Executive's name to be used in connection with, any business or
enterprise which is engaged in any business that is competitive with any
regulated business or enterprise in which the Company is engaged ("Competitive
Company").  For the purposes of this Section, "Service Area" shall mean the
geographic area within the states of Connecticut, Maine, Massachusetts, New
Hampshire, Rhode Island, and Vermont, or any other state in which the Company,
in the aggregate, generates 25% or more of its revenues in the fiscal year of NU
in which Executive's termination of employment occurs.  Further, for the
purposes of this Section, "Competitive Company" shall mean Consolidated Edison,
Inc., Energy East 





5




Corporation,
Hydro-Quebec, KeySpan Energy, National Grid USA, NSTAR, or The United
Illuminating Company, their assigns or successors, or any other company which in
the future engages in competition with the regulated business of the Company in
the Service Area.  Executive acknowledges that the listed service area is
the area in which the Company presently does business. 




(b)
 

The
foregoing restrictions shall not be construed to prohibit the ownership by
Executive of less than five percent (5%) of any class of securities of any
corporation which is engaged in any of the foregoing businesses having a class
of securities registered pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), provided that such ownership represents a passive investment
and that neither Executive nor any group of persons including Executive in any
way, either directly or indirectly, manages or exercises control of any such
corporation, guarantees any of its financial obligations, otherwise takes any
part in its business, other than exercising Executive's rights as a shareholder,
or seeks to do any of the foregoing. 




(c)
 

Executive
further covenants and agrees that during Executive's employment by the Company
and for the period of two years thereafter, Executive will not, directly or
indirectly, (i) solicit, divert, take away, or attempt to solicit, divert or
take away, any of the Company's "Principal Customers," defined for the purposes
hereof to include any customer of the Company, from which $100,000 or more of
annual gross revenues are derived at such time, or (ii) encourage any Principal
Customer to reduce its patronage of the Company. 




(d)
 

Executive
further covenants and agrees that during Executive's employment by the Company
and for the period of two years thereafter, Executive will not, except with the
prior written consent of the Trustees, directly or indirectly, solicit or hire,
or encourage the solicitation or hiring of, any person who was a managerial or
higher level employee of the Company at any time during the term of Executive's
employment by the Company by any employer other than the Company for any
position as an employee, independent contractor, consultant or otherwise.
 The foregoing covenant of Executive shall not apply to any person after 12
months have elapsed subsequent to the date on which such person's employment by
the Company has terminated. 




4.

Equitable
Relief.




(a)

Executive
acknowledges and agrees that the restrictions contained in Sections 2 and 3 are
reasonable and necessary to protect and preserve the legitimate interests,
properties, goodwill and business of the Company, that the Company would not
have entered into this Agreement in the absence of such restrictions and that
irreparable injury will be suffered by the Company should Executive breach any
of the provisions of those Sections.  Executive represents and acknowledges
that (i) Executive 





6




has
been advised by the Company to consult Executive’s own legal counsel in respect
of this Agreement, and (ii) that Executive has had full opportunity, prior to
execution of this Agreement, to review thoroughly this Agreement with
Executive’s counsel.




(b)
 

Executive
further acknowledges and agrees that a breach of any of the restrictions in
Sections 2 and 3 cannot be adequately compensated by monetary damages.
 Executive agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well as an equitable accounting of all earnings, profits and other benefits
arising from any violation of Sections 2 or 3 hereof, which rights shall be
cumulative and in addition to any other rights or remedies to which the Company
may be entitled.  In the event that any of the provisions of Sections 2 or
3 hereof should ever be adjudicated to exceed the time, geographic, service, or
other limitations permitted by applicable law in any jurisdiction, it is the
intention of the parties that the provision shall be amended to the extent of
the maximum time, geographic, service, or other limitations permitted by
applicable law, that such amendment shall apply only within the jurisdiction of
the court that made such adjudication and that the provision otherwise be
enforced to the maximum extent permitted by law.




(c)

If
Executive breaches any of Executive’s obligations under Sections 2 or 3 hereof,
and such breach constitutes “Cause,” as defined in Section 5.3 hereof, or would
constitute Cause if it had occurred during the Employment Term, the Company
shall thereafter have no Target Benefit obligation pursuant to the Supplemental
Plan and no Special Retirement Benefit obligation under this Agreement, but
shall remain obligated for the Make-Whole Benefit under the Supplemental Plan,
but only to the extent not modified by the terms of this Agreement, and
compensation and other benefits provided in any plans, policies or practices
then applicable to Executive in accordance with the terms thereof.




  

(d)

Executive
irrevocably and unconditionally (i) agrees that any suit, action or other legal
proceeding arising out of Sections 2 or 3 hereof, including without limitation,
any action commenced by the Company for preliminary and permanent injunctive
relief and other equitable relief, may be brought in the United States District
Court for the District of Connecticut, or if such court does not have
jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in Hartford, Connecticut, (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
waives any objection which Executive may have to the laying of venue of any such
suit, action or proceeding in any such court.  Executive also irrevocably
and unconditionally consents to the service of any process, pleadings, notices
or other papers in a manner permitted by the notice provisions of Section 10
hereof.




(e)

Executive
agrees that for a period of five years following the 





7




termination
of Executive’s employment by the Company Executive will provide, and that at all
times after the date hereof the Company may similarly provide, a copy of
Sections 2 and 3 hereof to any business or enterprise (i) which Executive may
directly or indirectly own, manage, operate, finance, join, control or
participate in the ownership, management, operation, financing, or control of,
or (ii) with which Executive may be connected as an officer, director, employee,
partner, principal, agent, representative, consultant or otherwise, or in
connection with which Executive may use or permit Executive’s name to be used;
provided, however, that this provision shall not apply in respect of Section 3
hereof after expiration of the time periods set forth therein.




(f)

For
the purposes of this Section 4, the term “Company” shall be deemed to include NU
and the Affiliates, as defined in Section 6.1(a), of NU and the Company.




5.

Termination.
 The Employment Term shall terminate upon the occurrence of any one of the
following events and payment to Executive under this Section 5 shall be made
at the time specified in Section 5.6 :




5.1.

Disability.
 The Company may terminate the Employment Term if Executive is unable
substantially to perform Executive’s duties and responsibilities hereunder to
the full extent required by the Board by reason of illness, injury or incapacity
for six consecutive months, or for more than six months in the aggregate during
any period of twelve calendar months; provided, however, that the Company shall
continue to pay Executive’s Base Salary until the Company acts to terminate the
Employment Term.  In addition, Executive shall be (a) entitled to
receive any amounts earned, accrued or owing but not yet paid under Section 1
above, and (b) treated as if he retired for the purposes of determining
Executive’s vesting and eligibility for any other benefits in accordance with
the terms of any applicable plans and programs of the Company.  In the
event Executive’s employment terminates by reason of his disability,  Executive may elect participation in the Company’s health
plan for retired or disabled employees if the terms of such plan allow
Executive’s and his spouse’s participation; provided, however, that in the event
of such election, Executive shall pay the then applicable amount payable in
accordance with standard payment rates by disabled or retired employees of the
Company, as applicable, participating in such plan.  If the terms of such
plan do not allow Executive’s and his spouse’s participation, Executive and
his spouse will be eligible to participate in the Company’s executive retiree
health plan for the remainder of their lives.  Such executive retiree
health plan coverage shall be provided on a subsidized basis so that the
Executive’s net after-tax cost for such coverage will generally not be greater
than the cost charged to a retired employee for coverage under the Company’s
retiree health plan.  Executive’s cost for such executive retiree health
plan coverage shall be paid on an after-tax basis and the Company subsidy for
such executive retiree health plan coverage shall be includible in
 Executive’s income for tax purposes.   The Company will provide
tax gross-up 





8




payments
with respect to such taxable subsidized coverage concurrently with the inclusion
of the amount of such taxable coverage in Executive’s income (or by
reimbursement in accordance with Section 7.2 of the Agreement of any benefit
amount that is taxable to Executive under Section 105(h) of the Code) such that
the tax gross-up payments will reimburse Executive for all Federal and state
income taxes and for the Hospital Insurance portion of FICA tax withholding at
the highest marginal rate resulting from the inclusion in Executive’s income of
such Company subsidy to the executive retiree health plan coverage and from the
reimbursement of such taxes but only to the extent that such taxable subsidized
coverage is not also taxable to retirees of the Company who receive health
coverage through the Company’s health plan.  Otherwise, the Company shall
have no further liability or obligation to Executive for compensation under this
Agreement.  Executive agrees, in the event of a dispute under this Section
5.1, to submit to a physical examination by a licensed physician selected by the
Board.  




5.2.

Death.
 The Employment Term shall terminate in the event of Executive's death.
 In such event, the Company shall pay to Executive's executors, legal
representatives or administrators, as applicable, an amount equal to the
installment of Executive’s Base Salary set forth in Section 1.4 hereof for the
month in which Executive dies.  In addition, Executive's estate shall be
entitled to (a) receive any other amounts earned, accrued or owing but not yet
paid under Section 1 above, and (b) be treated as if he retired for the purposes
of determining Executive’s vesting and eligibility for any other benefits in
accordance with the terms of any applicable plans and programs of the Company.
 In the event Executive’s employment terminates by
reason of his death, then Executive’s surviving spouse’s Special Retirement
Benefit payable under Section 1.5(b) shall be calculated as
if Executive had attained three additional years of service.  
Executive’s surviving spouse may elect participation in the Company’s retiree
health plan if the terms of such plan allow such participation; provided,
however, that in the event of such election, Executive’s spouse shall pay the
then applicable amounts due in accordance with standard payment rates by
surviving spouses participating in such plan. 




 If
the terms of such plan do not allow Executive’s surviving spouse’s participation
for her life, Executive’s spouse shall be eligible to participate in the
Company’s executive retiree health plan for the remainder of her life.
 Such executive retiree health plan coverage shall be provided on a
subsidized basis so that Executive ‘s spouse’s net after-tax cost for such
coverage will generally not be greater than the cost charged to a retiree who
had satisfied the eligibility requirements for coverage under the Company’s
retiree health plan taking into account Executive’s actual age and years and
months of service with the Company prior to his death on the same basis as if he
were an eligible retiree under the Company’s retiree health plan. Executive’s
spouse’s cost for such executive retiree health plan coverage shall be paid on
an after-tax basis and the Company subsidy for such executive retiree health
plan coverage shall be 





9




reported
as taxable income to Executive’s spouse.  The Company will provide tax
gross-up payments with respect to such taxable subsidized coverage concurrently
(or by reimbursement in accordance with Section 7.2 of the Agreement of any
benefit amount that is taxable to Executive under Section 105(h) of the Code)
such that the tax gross-up payments will reimburse Executive for all Federal and
state income taxes and for the Hospital Insurance portion of FICA tax
withholding at the highest marginal rate resulting from the inclusion in
Executive’s income of such Company subsidy to the executive retiree health plan
coverage and from the reimbursement of such taxes but only to the extent that
such taxable subsidized coverage is not also taxable to retirees of the Company
who receive health coverage through the Company’s health plan.  Otherwise,
the Company shall have no further liability or obligation under this Agreement
to Executive’s executors, legal representatives, administrators, heirs or
assigns or any other person claiming under or through Executive.




5.3.

Cause.
 The Company may terminate the Employment Term, at any time, for “cause”
upon written notice, in which event all payments under this Agreement shall
cease, except for Base Salary to the extent already accrued, and no Target
Benefit and no Special Retirement Benefit shall be due under the Supplemental
Plan, but Executive shall remain entitled to the Make-Whole Benefit under the
Supplemental Plan, but only to the extent not modified by the terms of this
Agreement, and any other benefits in accordance with the terms of any applicable
plans and programs of the Company.  For purposes of this Agreement,
Executive's employment may be terminated for “cause” if (a) Executive is
convicted of a felony, (b) in the reasonable determination of the Board,
Executive has (i) committed an act of fraud, embezzlement, or theft in
connection with Executive's duties in the course of Executive’s employment with
the Company, (ii) caused intentional, wrongful damage to the property of the
Company or intentionally and wrongfully disclosed Confidential Information, or
(iii) engaged in gross misconduct or gross negligence in the course of
Executive’s employment with the Company or (c) Executive materially breached
Executive’s obligations under this Agreement and shall not have remedied such
breach within 30 days after receiving written notice from the Board specifying
the details thereof.  For purposes of this Agreement, an act or omission on
the part of Executive shall be deemed “intentional” only if it was not due
primarily to an error in judgment or negligence and was done by Executive not in
good faith and without reasonable belief that the act or omission was in the
best interest of the Company.




5.4.

Termination
Without Cause and Non-Renewal.




(a)

The
Company may remove Executive, at any time, without cause from the position in
which Executive is employed hereunder (in which case the Employment Term shall
be deemed to have ended) upon written notice to Executive; provided, however,
that, in the event that such notice is given, Executive shall be under no
obligation to render any additional services to the Company and, subject to the






10




provisions
of Section 3 hereof, shall be allowed to seek other employment.  Upon any
such removal or if the Company informs Executive that the Agreement will not be
renewed after December 31, 2006 or at the end of any subsequent renewal period,
Executive shall be entitled to receive, as liquidated damages for the failure of
the Company to continue to employ Executive, only the amount due to Executive
under the Company's then current severance pay plan for employees.  No
other payments or benefits shall be due under this Agreement to Executive, but
Executive shall be entitled to any other benefits in accordance with the terms
of any applicable plans and programs of the Company.  Notwithstanding
anything in this Agreement to the contrary, on or after Executive attains age
65, no action by the Company shall be treated as a removal from employment or
non-renewal if on the effective date of such action Executive satisfies all of
the requirements for the executive or high policy-making exception to applicable
provisions of state and federal age discrimination legislation.




(b)

Notwithstanding
the provisions of Section 5.4(a) (other than the last sentence), in the event
that Executive executes a written release upon such removal or non-renewal,  and returns such executed Release to the Company not fewer
than eight days before the date provided in Section 5.6 for payment of the
amounts provided under this Section 5.4(b), substantially in the form
attached hereto as Annex 1, (the "Release"), of any and all claims against the
Company and all related parties with respect to all matters arising out of
Executive's employment by the Company (other than any entitlements under the
terms of this Agreement or under any other plans or programs of the Company in
which Executive participated and under which Executive has accrued a benefit),
or the termination thereof, Executive shall be entitled to receive, in lieu of
the payment described in subsection (a) hereof, which Executive agrees to
waive,

(i)

as
liquidated damages for the failure of the Company to continue to employ
Executive, a single cash payment equal to Executive’s Base Compensation, as
defined in Section 6.1(b) below; 




(ii)

a
single cash payment equal to the present value of (A) 

 the
cost that would be incurred in providing $50,000 life insurance coverage on
Executive’s life for two years after Executive’s termination of employment under
the individual conversion policy for which Executive will be eligible following
the termination of his Company-sponsored group term life insurance coverage; and
(B) the cost that would be incurred by the Company in providing two years of
long-term disability insurance coverage to Executive under the Company-sponsored
group long-term disability insurance program at the coverage level in place for
the Executive under such group long-term disability insurance program at
Executive's Termination Date, calculated on the basis of a discount rate equal
to the rate set forth in Section 7.1(a) of this Agreement, such payment to be
provided with a tax gross-up to reimburse Executive for all Federal and state
income taxes and for the Hospital Insurance portion 





11




of
FICA tax withholding at the highest marginal rate resulting from the inclusion
in  Executive’s income of such payment.  




(iii)

any
other amounts earned, accrued or owing but not yet paid under Section 1 above,
determined as if he retired from the Company;  




(iv)

 any
other benefits in accordance with the terms of any applicable plans and programs
of the Company and a payment equal to any unused vacation, including continued
reimbursement for tax preparation services and financial planning also will
continue for a two-year period;




(v)

as
additional consideration for the non-competition and non-solicitation covenant
contained in Section 3, a single cash payment, equal to Executive’s Base
Compensation, as defined in Section 6.1(b)
below;




(vi)

under
the Special Retirement Benefit, Executive shall be entitled to receive a Target
Benefit and a Make-Whole Benefit, whether or not Executive has then satisfied
the requirements for early, normal or deferred retirement under, or is then
entitled to receive a vested benefit under, the Company's Retirement Plan, using
the Termination Date as the "benefit commencement date" contemplated by Article
 II of the Supplemental Plan; Executive's years of service with the Company
through the 60th month following the Termination Date shall be taken into
account in determining the amount of the Target Benefit and the Make-Whole
Benefit and 24 months shall be added to Executive's age for purposes of
determining the reduction in such Benefits, if any, to reflect early
commencement, utilizing the early commencement factor for Executive's age and
years of service, each as so modified, set forth in the Company's Retirement
Plan as in effect on the Termination Date or, if there is no such factor for
Executive's age as so modified as of the Termination Date, a full actuarial
reduction for Executive's age as so modified, as determined by the enrolled
actuary for the Retirement Plan;




(vii)

all
stock option grants, restricted shares, and restricted share units, to the
extent not already vested prior to the removal or non-renewal, shall be fully
vested and, in the case of options, exercisable as if Executive had remained
actively employed by the Company, and had satisfied all time requirements as to
exercise, including the right of exercise, where appropriate, within 36 months
after the removal or non-renewal; provided, however, that the exercise period
shall not be extended to a date later than the earlier of the latest day by
which the stock right could have expired by its original terms or the tenth
anniversary of the original date of grant; and  




(viii)

 participation
after termination of employment in the Company’s retiree health plan if the
terms of such plan allow Executive’s and Executive’s spouse’s participation;
provided, however, that in the event of such 





12




election,
Executive would pay the then applicable amount payable in accordance with
standard payment rates by retirees of the Company, participating in such plan.
 If the terms of such plan do not allow Executive’s participation,
Executive and his spouse will be eligible to elect participation in the
Company’s executive retiree health plan for the remainder of their lives.
 Such coverage shall be provided on a subsidized basis so that Executive’s
cost for such executive retiree health plan coverage will generally not be
greater than the cost charged to an active employee participating in the
Company’s active employee health plan for the first 24 months of coverage after
Executive’s Termination Date and, thereafter, at the cost charged to a retiree
who has satisfied the eligibility requirements for coverage under the Company’s
retiree health plan, taking into account Executive’s actual age and years and
months of service with the Company as if he were an eligible retiree under the
Company’s retiree health plan.  Executive’s cost for such executive retiree
health plan coverage shall be paid on an after-tax basis and the Company subsidy
for such coverage shall be includible in Executive’s income for tax purposes.
 The Company will provide tax gross-up payments with respect to such
taxable subsidized coverage concurrently (or by reimbursement in accordance with
Section 7.2 of the Agreement of any benefit amount that is taxable to Executive
under Section 105(h) of the Code) such that the tax gross-up payments will
reimburse Executive for all Federal and state income taxes and for the Hospital
Insurance portion of FICA tax withholding at the highest marginal rate resulting
from the inclusion in Executive’s income of such Company subsidy to the
executive retiree health plan coverage and from the reimbursement of such taxes
but only to the extent that such taxable subsidized coverage is not also taxable
to retirees of the Company who receive health coverage through the Company’s
health plan.




5.5.

Voluntary
Termination.  Executive may voluntarily terminate the Employment
Term upon 30 days' prior written notice for any reason.  In such event,
after the effective date of such termination, no further payments shall be due
under this Agreement except that Executive shall be entitled to (a) any benefits
due in accordance with the terms of any applicable plan and programs of the
Company as if he had retired from the Company, and (b) the Special Retirement
Benefit .  In addition, Executive may elect
participation in the Company's retiree health plan for
him and his spouse, if the terms of such plan allow Executive’s
participation; provided, however, that in the event of such election, Executive
shall pay the then applicable amount payable in accordance with standard payment
rates by retirees of the Company participating in such plan.  If the terms
of such plan do not allow Executive’s participation, Executive and his spouse
will be eligible to participate in the Company’s executive retiree health
plan for the remainder of their lives.  Such executive retiree health plan
coverage shall be provided on a subsidized basis so that Executive’s net
after-tax cost for such executive retiree health plan coverage will generally
not be greater than the cost charged to a retiree who satisfied the eligibility
requirements for coverage under the Company’s retiree health plan, taking into
account Executive’s actual age and years and months of service with the Company
on the same basis as if he were an eligible retiree under the Company’s 





13




retiree
health plan. Executive’s cost for such executive retiree health plan coverage
shall be paid on an after-tax basis and the Company subsidy for such coverage
shall be includible in Executive’s income for tax purposes.  The Company
will provide tax gross-up payments with respect to such taxable subsidized
coverage concurrently (or by reimbursement in accordance with Section 7.2 of the
Agreement of any benefit amount that is taxable to Executive under Section
105(h) of the Code) such that the tax gross-up payments will reimburse Executive
for all Federal and state income taxes and for the Hospital Insurance portion of
FICA tax withholding at the highest marginal rate resulting from the inclusion
in Executive’s income of such Company subsidy to the executive retiree health
plan coverage and from the reimbursement of such taxes but only to the extent
that such taxable subsidized coverage is not also taxable to retirees of the
Company who receive health coverage through the Company’s health plan.




 5.6


 Time
of Payment  .   Amounts payable under this Section 5
following Executive’s termination of employment, other than those expressly
payable on a deferred basis, will be paid on or before the 30th day following
Executive’s termination of employment, with the date of such payment being
determined in the sole discretion of the Company, except as otherwise provided
in Section 7.1.  Notwithstanding the foregoing, if calculation of the
amounts payable by any payment date specified in this Section 5.6 is not
administratively practicable due to events beyond the control of Executive (or
Executive’s beneficiary or estate) and for reasons that are commercially
reasonable, payment will be made as soon as administratively practicable in
compliance with Section 409A of the Code. 




6.

Payments
Upon a Change in Control.




6.1.

Definitions.
 For all purposes of this Section 6, the following terms shall have the
meanings specified in this Section 6.1 unless the context otherwise clearly
requires:




(a)

“Affiliate”
shall mean an “affiliate” as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.




(b)

"Base
Compensation" shall mean, for a calendar year, Executive's annualized Base
Salary as would be reported for federal income tax purposes on Form W-2 for such
calendar year, together with any and all salary reduction authorized amounts
under any of the Company's benefit plans or programs for such calendar year, and
all short-term incentive compensation at the target level to be paid to
Executive in all employee capacities with the Company attributable to such
calendar year and taxable in the following calendar year. "Base Compensation"
shall be the higher of (i) Base Compensation for the calendar year in which
occurs the Change of Control or, if no Change of Control occurs, the calendar
year in which occurs the involuntary termination; or (ii) Base Compensation for
the full calendar year immediately prior 





14




thereto.
"Base Compensation" shall not include the value of any stock options,
performance units, or other elements of Long-Term Incentive Compensation or any
exercise thereunder.




(c)

"Change
of Control" shall mean the happening of any of the following: 




(i)
 

When
any "person," as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), other than the Company, its
Affiliates, or any Company employee benefit plan (including any trustee of such
plan acting as trustee), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of NU
representing more than 20% of the combined voting power of either (A) the then
outstanding common shares of NU (the "Outstanding Common Shares") or (B) the
then outstanding voting securities of NU entitled to vote generally in the
election of directors (the "Voting Securities"); or 




(ii)


Individuals
who, as of the beginning of any twenty-four month period, constitute the
Trustees (the "Incumbent Trustees") cease for any reason to constitute at least
a majority of the Trustees or cease to be able to exercise the powers of the
majority of the Trustees, provided that any individual becoming a trustee
subsequent to the beginning of such period whose election or nomination for
election by NU's shareholders was approved by a vote of at least a majority of
the trustees then comprising the Incumbent Trustees shall be considered as
though such individual were a member of the Incumbent Trustees, but excluding,
for this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Trustees of NU (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act); or 




(iii)


Consummation
by NU of a reorganization, merger or consolidation (a "Business Combination"),
in each case, with respect to which all or substantially all of the individuals
and entities who were the respective beneficial owners of the Outstanding Common
Shares and Voting Securities immediately prior to such Business Combination do
not, following consummation of all transactions intended to constitute part of
such Business Combination, beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation,
business trust or other entity resulting from or being the surviving entity in
such Business Combination in substantially the same proportion as their
ownership immediately prior to such Business Combination of the Outstanding
Common Shares and Voting Securities, as the case may be; or 








15




(iv)


Consummation
of a complete liquidation or dissolution of NU or sale or other disposition of
all or substantially all of the assets of NU other than to a corporation,
business trust or other entity with respect to which, following consummation of
all transactions intended to constitute part of such sale or disposition, more
than 50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, is then owned
beneficially, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Common Shares and Voting Securities immediately prior to such sale
or disposition in substantially the same proportion as their ownership of the
Outstanding Common Shares and Voting Securities, as the case may be, immediately
prior to such sale or disposition. 




(d)

"Termination
Date" shall mean the date of receipt of a Notice of Termination of this
Agreement or any later date specified therein. 




(e)

"Termination
of Employment" shall mean the termination of Executive's actual employment
relationship with the Company, including a failure to renew the Agreement after
December 31, 2006 or at the end of any subsequent renewal period, in either case
occasioned by the Company's action.   Whether Executive has had a
Termination of Employment shall be determined by the Company on the basis of all
relevant facts and circumstances with reference to Treasury Regulations Section
1.409A-1(h) . 




(f)

"Termination
upon a Change of Control" shall mean a Termination of Employment during the
period beginning on the earlier of (i) approval by the shareholders of NU of a
Change of Control or (ii) consummation of a Change of Control and, in either
case, ending on the second anniversary of the consummation of the transaction
that constitutes the Change of Control (or if such period started on shareholder
approval and after such shareholder approval the Trustees abandon the
transaction, on the date the Trustees abandoned the transaction) either: 




(A)


initiated
by the Company for any reason other than Executive's (w) disability, as
described in Section 5.1 hereof, (x) death, (y) retirement on or after attaining
age 65, or (z) "cause," as defined in Section 5.3 hereof, or 




(B)

initiated
by Executive (A) upon any failure of the Company materially to comply with and
satisfy any of the terms of this Agreement, including any significant reduction
by the Company of the authority, duties or responsibilities of Executive, any
reduction of Executive's compensation or benefits as in effect immediately prior
to the Change of Control, or the assignment to Executive of duties which are
materially inconsistent with the duties of Executive's position as defined in
Section 1.2 above, or (B) if Executive is transferred, without Executive's
written consent, 





16




to
a location that is more than 50 miles from Executive's principal place of
business immediately preceding such approval or consummation; provided, that the
imposition on Executive following a Change of Control of a limitation of
Executive's scope of authority such that Executive's responsibilities relate
primarily to a company or companies whose common equity is not publicly held
shall be considered a "significant reduction by the Company of the authority,
duties or responsibilities of Executive" for the purposes hereof. 




Notwithstanding
the foregoing, for purposes of this definition: (i) a Termination of Employment
which occurs prior to consummation of a Change of Control shall not constitute a
Termination upon a Change of Control, as determined above, unless it is
specifically approved by the Trustees in their sole discretion; and (ii) a
Termination initiated by Executive prior to consummation of a Change of Control
shall not constitute a Termination upon a Change of Control if the failure,
reduction, assignment or transfer is determined by the Trustees to be unrelated
to the impending Change of Control. 




6.2.

Notice
of Termination.  Any Termination upon a Change of Control shall be
communicated by a Notice of Termination to the other party hereto given in
accordance with Section 11 hereof.  For purposes of this Agreement, a
“Notice of Termination” means a written notice which (a) indicates the specific
termination provision in this Agreement relied upon, (b) briefly summarizes the
facts and circumstances deemed to provide a basis for a Termination of
Employment and the applicable provision hereof, and (c) if the Termination Date
is other than the date of receipt of such notice, specifies the Termination Date
(which date shall not be more than 15 days after the giving of such
notice).




6.3.


Payments
upon Termination.  Subject to the provisions of Sections 6.6 and
6.7 hereof, in the event of Executive's Termination upon a Change of Control,
the Company agrees (a) in the event Executive executes the Release required by
Section 5.4(b), to pay to Executive, in a single cash payment, at the time
provided in Section 6.8 , two multiplied by Executive's Base Compensation
and, in addition, all amounts and benefits described in Section 5.4(b)(ii),
(iii), (iv) and (v), provided that in (ii) the cash payment for benefit coverage
(other than health) shall be determined on the basis of a three-year period
rather than a two-year period following Executive’s Termination Date, or (b) in
the event Executive fails or refuses to execute the Release required by Section
5.4(b), to pay to Executive, in a single cash payment, at the time provided
in Section 6.8 , the amount due under Section 5.4(a) above and, in addition,
all other amounts and benefits described in Section 5.4(a). 




6.4.


Supplemental
Plan, Stock Option, Retiree Health Benefits, and Grants.  Subject
to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's






17




Termination
upon a Change of Control, and the execution of the Release required by Section
5.4(b): 




(a)


Under
the Supplemental Plan (which shall be provided instead through the Special
Retirement Benefit, if applicable) Executive shall be entitled to a Target
Benefit and a Make-Whole Benefit  payable at the time and
in the form provided in the Supplemental Plan, whether or not Executive has
then satisfied the requirements for early, normal or deferred retirement under,
or is then entitled to receive a vested benefit under the Company's Retirement
Plan or has attained age 60.  There shall be an actuarial reduction in the
event the Target Benefit and Make-Whole Benefit commence prior to age 65.
 The actuarial reduction shall be 2% for each year younger than age 65 to
age 60, and 3% for each year younger than age 60, unless actuarial reduction
factors more favorable to Executive are adopted in the Retirement Plan, in which
case those factors shall apply.  Executive's years of service with the
Company through the 72nd month following the Termination Date shall be taken
into account in determining the amount of the Target Benefit and Make-Whole
Benefit and 36 months shall be added to Executive's age for purposes of
determining Executive's eligibility for both such Benefits and the actuarial
reduction under the Plan as modified herein.  




(b)
 

 In
addition, Executive may elect participation in the Company’s  retiree
health plan if the terms of such plan allow Executive’s participation; provided,
however, that in the event of such election, Executive shall pay the then
applicable amount payable in accordance with standard payment rates by retirees
of the Company participating in such plan.  If the terms of such plan do
not allow Executive’s  participation, Executive and his  spouse
will be eligible to participate in the Company’s executive retiree health
plan for the remainder of their lives.  Such executive retiree health plan
coverage shall be provided on a subsidized basis so that Executive’s net
after-tax cost for such executive retiree health plan coverage will generally
not be greater than the cost charged to an active employee participating in the
Company’s active employee health plan for the first 36 months of coverage after
Executive’s Termination Date and, thereafter, at the cost charged to a retiree
who satisfied the eligibility requirements for coverage under the Company’s
retiree health plan taking into account Executive’s actual age and years and
months of service with the Company on the same basis as if he were an eligible
retiree under the Company’s retiree health plan.  Executive’s cost for such
executive retiree health plan coverage shall be paid on an after-tax basis and
the Company subsidy for such coverage shall be includible in Executive’s income
for tax purposes.  The Company will provide tax gross-up payments with
respect to such taxable subsidized coverage concurrently (or by reimbursement in
accordance with Section 7.2 of the Agreement of any benefit amount that is
taxable to Executive under Section 105(h) of the Code) such that the tax
gross-up payments will reimburse Executive for all Federal and state income
taxes and for the Hospital Insurance portion of FICA tax withholding at the
highest marginal rate resulting from the inclusion in Executive’s income of such
Company subsidy to the executive retiree 





18




health
plan coverage and from the reimbursement of such taxes, but only to the extent
that such taxable subsidized coverage is not also taxable to retirees of the
Company who receive health coverage through the Company’s health plan.

 

(c)
 

Unless
the Compensation Committee of the Northeast Utilities Board of Trustees
comprises the same members as those on the Committee immediately before the
Change of Control and determines otherwise, (i) all stock option grants,
restricted shares, and restricted share units previously granted to Executive,
to the extent not already vested prior to such occurrence, shall be fully vested
and, in the case of options, immediately exercisable as if Executive had
 satisfied all requirements as to exercise, including the right of
exercise, where appropriate, within 36 months of  such occurrence;
provided, however, that the exercise period shall not be extended to a date
later than the earlier of the latest day by which the stock right could have
expired by its original terms or the tenth anniversary of the original date of
grant and, if the Change of Control results in the Voting Securities of NU
ceasing to be traded on a national securities exchange or though the national
market system of the National Association of Securities Dealers Inc., the value
of a share of stock on the day the option is exercised shall be deemed to be the
closing price on the day such Voting Securities cease trading and, unless (ii)
applies, shall be deemed exercised immediately at such closing price, subject to
the terms of the applicable plan or program; and (ii) if NU is not the surviving
corporation (or survives only as a subsidiary of another corporation), those
portions of any such options that have not been exercised shall be assumed by,
or replaced with comparable options or rights by, the surviving corporation in a
manner that does not cause such options to become subject to Section 409A of the
Code.  Notwithstanding the foregoing, such Committee (if composed of the
same members as those on the Committee immediately before the Change of Control)
may require Executive to surrender the remainder of any or all such options, in
each case in exchange for a payment by the Company, in cash or common shares as
determined by the Committee, in an amount equal to the amount by which the then
fair market value of the common shares subject to such option exceeds the
exercise price per share of such option,  or, after giving Executive an
opportunity to exercise such option, terminate the option at such time as the
Committee deems appropriate. 




(d)

A
gross-up payment, if needed, shall be determined in accordance with Section 6.6
of this Agreement.




6.5.


Non-Exclusivity
of Rights.  Nothing in this Agreement shall prevent or limit
Executive's continuing or future participation in or rights under any benefit,
bonus, incentive or other plan or program provided by the Company and for which
Executive may qualify; provided, however, that if Executive becomes entitled to
and receives all of the payments provided for in this Agreement, Executive
hereby waives Executive's right to receive payments under any severance plan or
similar program applicable to all employees of the Company. 





19







6.6.


Certain
Increase in Payments. 




(a)

Anything
in this Agreement to the contrary notwithstanding, in the event that it shall be
determined that any payment or distribution by the Company to or for the benefit
of Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise (the "Payment"), would constitute an
"excess parachute payment" within the meaning of Section 280G of the Code,
Executive shall be paid an additional amount (the "Gross-Up Payment") such that
the net amount retained by Executive after deduction of any excise tax imposed
under Section 4999 of the Code, and any federal, state and local income and
employment tax and excise tax imposed upon the Gross-Up Payment shall be equal
to the Payment.  For purposes of determining the amount of the Gross-Up
Payment, Executive shall be deemed to pay federal income tax and employment
taxes at the highest marginal rate of federal income and employment taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence on the Termination Date, net of the maximum
reduction in federal income taxes that may be obtained from the deduction of
such state and local taxes. 




(b)

All
determinations to be made under this Section 6 shall be made by the Company's
independent public accountant immediately prior to the Change of Control (the
"Accounting Firm"), which firm shall provide its determinations and any
supporting calculations both to the Company and Executive within 10 days of the
Termination Date.  Any such determination by the Accounting Firm shall be
binding upon the Company and Executive.  Within five days after the
Accounting Firm's determination, the Company shall pay (or cause to be paid) or
distribute (or cause to be distributed) to or for the benefit of Executive such
amounts as are then due to Executive under this Agreement, provided that any
such payment or distribution shall be made not later than the last day of
Executive’s taxable year next following Executive’s taxable year in which
Executive remits the excise tax .  Anything in this Section 6.6(b) to
the contrary notwithstanding, any Gross-Up Payment to be made hereunder shall be
subject to such delay in payment as may apply under Section 7.1 of this
Agreement in the event that such payment is made in connection with Executive’s
termination of employment and is subject to Section 409A of the Code.




(c)

In
the event that upon any audit by the Internal Revenue Service, or by a state or
local taxing authority, of the Payment or Gross-Up Payment, a change is finally
determined to be required in the amount of taxes paid by Executive, appropriate
adjustments shall be made under this Agreement such that the net amount which is
payable to Executive after taking into account the provisions of Section 4999 of
the Code shall reflect the intent of the parties as expressed in subsection (a)
above, in the manner determined by the Accounting Firm. Any payment to
Executive as a result of any such 





20




adjustment
shall be made not later than the last day of Executive’s taxable year next
following Executive’s taxable year in which Executive remits the taxes that are
the subject of the audit.   Anything in this Section 6.6(c) to the
contrary notwithstanding, any Gross-Up Payment to be made hereunder shall be
subject to such delay in payment as may apply under Section 7.1 of this
Agreement in the event that such payment is made in connection with Executive’s
termination of employment and is subject to Section 409A of the Code.
 Executive’s right to payments under this Section 6.6 shall be treated as a
right to a series of separate payments under Section 1.409A-2(b)(2)(iii) of the
Treasury Regulations.




(d)

All
of the fees and expenses of the Accounting Firm in performing the determinations
referred to in subsections (b) and (c) above shall be borne solely by the
Company.  The Company agrees to indemnify and hold harmless the Accounting
Firm of and from any and all claims, damages and expenses resulting from or
relating to its determinations pursuant to subsections (b) and (c) above, except
for claims, damages or expenses resulting from the gross negligence or willful
misconduct of the Accounting Firm. 




6.7
 

Changes
to Sections 6.3 and 6.4.  The payments, benefits and other
compensation provided under Sections 6.3 and 6.4 may be revised, in the sole
discretion of the Board, after the expiration of two years following written
notice to Executive of the Board's intention to do so and the changes to be
made; provided, however, that no revision may be made that would reduce the
payments, benefits and other compensation below those provided under Section 5.4
in the event Executive's employment is terminated without cause or this
Agreement is not renewed; nor may any revision be made that would cause
Executive to become subject to the payment of any tax penalty or interest under
Section 409A of the Code; and provided, further, that no such notice may be
given and no such revision may become effective following a Change of Control.
 Notice under this Section 6.7 shall not constitute a non-renewal or
removal of Executive, nor shall any such actual revision be grounds for a
determination that this Agreement is not being renewed or that Executive has
been removed, for purposes of Section 5.4. 




 6.8


 Time
of Payment  .    Amounts payable under this Section 6
following Executive’s termination of employment, other than those expressly
payable on a deferred basis, will be paid on or before the 30th day following
Executive’s termination of employment, with the date of such payment being
determined in the sole discretion of the Company, except as otherwise provided
in Section 7.  Notwithstanding the foregoing, if calculation of the amounts
payable by any payment date specified in this Section 6.8 is not
administratively practicable due to events beyond the control of Executive (or
Executive’s beneficiary or estate) and for reasons that are commercially
reasonable, payment will be made as soon as administratively practicable in
compliance with Section 409A of the Code.   





21







7.   

 Compliance
with Section 409A 




 7.1


 Delayed
Payments Under Section 409A  .   Anything in this
Agreement to the contrary notwithstanding, payments to be made under this
Agreement upon termination of Executive’s employment which are subject to
Section 409A of the Code shall be delayed for six months following such
termination of employment if Executive is a Specified Employee as defined herein
on the date of his termination of employment. Any payment due within such
six-month period shall be delayed to the end of such six-month period and paid
at the beginning of the seventh month following Executive’s termination of
employment.  In the event of Executive’s death during such six-month
period, payment will be made in the payroll period next following the payroll
period in which Executive’s death occurs.  In the event of any such delay
in the payment date, the Company will adjust the payment to reflect the deferred
payment date by multiplying the payment by the product of (a) the interest
discount rate used for financial accounting purposes to compute the present
value liability of the Supplemental Plan for the plan year immediately preceding
the Specified Employee’s Termination Date,  and (b) a fraction, the
numerator of which is the number of days by which such payment was delayed and
the denominator of which is 365. In the event of a payment that is required by
other terms of this Agreement to be made on an after-tax basis and which is
subject to the six-month delay provided herein, the payment as adjusted in
accordance with this Section 7.1 to reflect the deferred payment date shall be
paid to Executive on an after-tax and fully grossed-up basis .   For
purposes of this Agreement, a Specified Employee shall mean an employee of the
Company who is a Vice President or more senior officer of the Company at any
time during a calendar year in which case such employee shall be considered a
Specified Employee for the 12-month period beginning on the first day of the
fourth month immediately following the end of such calendar year. 




 7.2


 Reimbursements
Subject to Section 409A  .   Any reimbursements made or
in-kind benefits provided under this Agreement shall be subject to the following
limitations: 




 (a)
the amount of expenses eligible for reimbursement or in-kind benefits provided
during any one taxable year of Executive shall not affect the amount of expenses
eligible for reimbursement or in-kind benefits provided in any other taxable
year; 




 (b)
the reimbursement of any expense shall be made not later than the last day of
Executive’s taxable year following Executive’s taxable year in which the expense
is incurred; however, with respect to tax gross-up payments under Sections 5.1,
5.2, 5.4(b)(viii), 5.5, 6.4(b), 6.6 and 18, not later than the last day of
Executive’s taxable year next following Executive’s taxable year in which
Executive remits the applicable taxes; 





22







 (c)
the right to reimbursement of an expense or payment of an in-kind benefit shall
not be subject to liquidation or exchange for another benefit. 




 In
addition, with respect to any reimbursement made or in-kind benefit provided
under Sections 5 or 6 for health plan coverage, any such reimbursements made or
in-kind benefits provided during the period of time that Executive will be
entitled (or would, but for such reimbursement, be entitled) to continuation
coverage under a Company group health plan pursuant to COBRA if Executive had
elected such coverage and paid the applicable premiums shall be exempt from
Section 409A of the Code and the six-month delay in payment described in Section
7.1. 




 Executive’s
right to payments, reimbursements or in-kind benefits under this Agreement
(except as applies to payments under the Special Retirement Benefit or under the
Supplemental Plan) shall be treated at all times as a right to a series of
separate payments under Section 1.409A-2(b)(2)(iii) of the Treasury Regulations.
  




8.
  

Survivorship.
 The respective rights and obligations of the parties under this Agreement
shall survive any termination of Executive's employment to the extent necessary
to the intended preservation of such rights and obligations. 




9.
  

Mitigation.
 Executive shall not be required to mitigate the amount of any payment or
benefit provided for in this Agreement by seeking other employment or otherwise
and there shall be no offset against amounts due Executive under this Agreement
on account of any remuneration attributable to any subsequent employment that
Executive may obtain. 




10.
  

Arbitration;
Expenses.  In the event of any dispute under the provisions of this
Agreement other than a dispute in which the primary relief sought is an
equitable remedy such as an injunction, the parties shall be required to have
the dispute, controversy or claim settled by arbitration in the City of
Hartford, Connecticut in accordance with National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association,
before a panel of three arbitrators, two of whom shall be selected by the
Company and Executive, respectively, and the third of whom shall be selected by
the other two arbitrators.  Any award entered by the arbitrators shall be
final, binding and nonappealable (except as provided in Section 52-418 of the
Connecticut General Statutes) and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent jurisdiction.
 This arbitration provision shall be specifically enforceable. The
arbitrators shall have no authority to modify any provision of this Agreement or
to award a remedy for a dispute involving this Agreement other than a benefit
specifically provided under or by virtue of the Agreement. If Executive prevails
on any material issue which is the subject of such arbitration or lawsuit, the
Company shall be responsible for all of the fees of the 





23




American
Arbitration Association and the arbitrators and any expenses relating to the
conduct of the arbitration (including the Company's and Executive's reasonable
attorneys' fees and expenses).   Any such payment or reimbursement shall
be made in accordance with Section 7.2. Otherwise, each party shall be
responsible for its own expenses relating to the conduct of the arbitration
(including reasonable attorneys' fees and expenses) and shall share the fees of
the American Arbitration Association. 




11.

Notices.
 All notices and other communications required or permitted under this
Agreement or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered or mailed by
registered or certified mail, as follows (provided that notice of change of
address shall be deemed given only when received):




If
to the Company, to:




Northeast
Utilities Service Company

P.O.
Box 270

Hartford,
CT 06141-0270

Attention:
Senior Vice President and General Counsel




If
to Executive, to:




Charles
W. Shivery

3
Garnet Hill Lane

Avon,
CT  06001




 With
a copy to: 




 Mark
Muedeking 

 DLA
Piper, LLP 

 6225
Smith Avenue 

 Baltimore,
MD 21209 




or
to such other names or addresses as the Company or Executive, as the case may
be, shall designate by notice to each other person entitled to receive notices
in the manner specified in this Section.




12.
 

Contents
of Agreement; Amendment and Assignment. 




(a)

This
Agreement sets forth the entire understanding between the parties hereto with
respect to the subject matter hereof and cannot be changed, modified, extended
or terminated except upon written amendment approved by the Board and executed
on its behalf by a duly authorized officer and by Executive. 





24







(b)

All
of the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs, executors,
administrators, legal representatives, successors and assigns of the parties
hereto, except that the duties and responsibilities of Executive under this
Agreement are of a personal nature and shall not be assignable or delegatable in
whole or in part by Executive.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business or assets of the
Company, by agreement in form and substance satisfactory to Executive, expressly
to assume and agree to perform this Agreement in the same manner and to the
extent the Company would be required to perform if no such succession had taken
place. 




13.
 

Severability.
 If any provision of this Agreement or application thereof to anyone or
under any circumstances is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given effect without the
invalid or unenforceable provision or application and shall not invalidate or
render unenforceable such provision or application in any other jurisdiction.
 If any provision is held void, invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect
in all other circumstances. 




14.
 

Remedies
Cumulative; No Waiver.  No remedy conferred upon a party by this
Agreement is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to any other remedy
given under this Agreement or now or hereafter existing at law or in equity.
 No delay or omission by a party in exercising any right, remedy or power
under this Agreement or existing at law or in equity shall be construed as a
waiver thereof, and any such right, remedy or power may be exercised by such
party from time to time and as often as may be deemed expedient or necessary by
such party in its sole discretion. 




15.

Independent
Benefit Entitlement.  Any amount paid to Executive under Section
5.4(b)(i) of this Agreement will be determined independently of any benefit to
which the Executive may become entitled under the Northeast Utilities Incentive
Plan, or any  program created under that plan.




16.

Beneficiaries/References.
 Executive shall be entitled, to the extent permitted under any applicable
law, to select and change a beneficiary or beneficiaries to receive any
compensation or benefit payable under this Agreement following Executive's death
by giving the Company written notice thereof.  In the event of Executive's
death or a judicial determination of Executive’s incompetence, reference in this
Agreement to Executive shall be deemed, where appropriate, to refer to
Executive’s beneficiary, estate or other legal representative.





25







17.
 

Miscellaneous.
 All section headings used in this Agreement are for convenience only.
 This Agreement may be executed in counterparts, each of which is an
original.  It shall not be necessary in making proof of this Agreement or
any counterpart hereof to produce or account for any of the other counterparts.





18.

Withholding.
 The Company may withhold from any payments under this Agreement all
federal, state and local taxes as the Company is required to withhold pursuant
to any law or governmental rule or regulation.  Executive shall bear all
expense of, and be solely responsible for, all federal, state and local taxes
due with respect to any payment received under this Agreement. 




19.

Governing
Law.  This Agreement shall be governed by and interpreted under the
laws of the State of Connecticut without giving effect to any conflict of laws
provisions. Anything in this Agreement to the contrary
notwithstanding, the terms of this Agreement shall be interpreted and applied in
a manner consistent with the requirements of Section 409A of the Code and the
Treasury Regulations thereunder so as not to subject Executive to the payment of
any tax penalty of interest which may be imposed by Section 409A of the Code and
the Company shall have no right to make or accelerate any payment under this
Agreement except to the extent such action would not subject Executive to the
payment of any tax penalty or interest under Section 409A of the Code. The
Company shall have no obligation, however, to reimburse Executive for any tax
penalty or interest payable or provide a gross-up payment in connection with any
tax liability of Executive under Section 409A of the Code except that this
provision shall not apply in the event of the Company’s negligence or willful
disregard in interpreting the application of  Section 409A of the Code to
the Agreement which negligence or willful disregard causes Executive to become
subject to a tax penalty or interest payable under Section 409A of the Code, in
which case the Company will reimburse Executive on an after-tax basis for any
such tax penalty or interest not later than the last day of Executive’s taxable
year next following Executive’s taxable year in which Executive remits the
applicable taxes and interest.




20.

Adoption
by Affiliates; Obligations.  The obligations under this Agreement
shall, in the first instance, be paid and satisfied by NUSCO; provided, however,
that NUSCO will use its best efforts to cause NU and each entity in which NU (or
its successors or assigns) now or hereafter holds, directly or indirectly, more
than a 50 percent voting interest to approve and adopt this Agreement and, by
such approval and adoption, to be bound by the terms hereof as though a
signatory hereto.  If NUSCO shall be dissolved or for any other reason
shall fail to pay and satisfy the obligations then, to the extent not satisfied
by NU, each individual such entity thereafter shall be severally liable to pay
and satisfy the obligations to Executive. 








26




21.

Establishment
of Trust.  The Company may establish an irrevocable trust fund
pursuant to a trust agreement to hold assets to satisfy any of its obligations
under this Agreement.  Funding of such trust fund shall be subject to the
Board's discretion, as set forth in the agreement pursuant to which the fund
will be established. 




IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first above written. 




NORTHEAST
UTILITIES

SERVICE
COMPANY 




By:
/s/ Gregory B.
Butler                                    

Its
Senior Vice President and General Counsel




Date:
12/16/08                      




EXECUTIVE:




/s/Charles
W.
Shivery                                         




Date:
 12/12/08                      





27




Annex
1 

Release







General Release and Covenant Not to Sue




You Are Advised to Consult with an Attorney

Before You Sign This Release




I, [NAME], in consideration for the special benefits described in
paragraph 1, below, which benefits I agree I would not otherwise be entitled to
receive, agree to release and forever discharge Northeast Utilities, Northeast
Utilities Service Company, The Connecticut Light and Power Company, Western
Massachusetts Electric Company, Public Service Company of New Hampshire, Yankee
Energy System, Inc., NU Enterprises, Inc., Select Energy, Inc., Northeast
Generation Services Company, and their past, present and future parent
corporations, subsidiaries, divisions, subdivisions, affiliates and related
companies or their predecessors, successors and assigns and all past and present
and future directors, officers and employees of these entities personally, or as
directors, officers and employees (collectively, “the Company”), from any and
all claims, demands, charges, grievances, actions, or liabilities of any nature
whatsoever, known or unknown, suspected or unsuspected, arising from or relating
in any way to any act or omission occurring prior to the date of this General
Release and Covenant Not to Sue (“Release”), directly or indirectly relating to
my employment with the Company or the termination of my employment with the
Company.  




I agree that I have executed this Release on my own behalf, and
also on behalf of my heirs, agents, representatives, successors and assigns that
I now have or may have in the future.  By signing this Release, I hereby
waive, release and forever discharge the Company from any and all claims under
federal, state and local law, including but not limited to claims of employment
discrimination or retaliation arising under the Age Discrimination in Employment
Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. sections 1981 and 1983,  the Employee Retirement
Income Security Act of 1974, the Rehabilitation Act of 1973, the Americans with
Disabilities Act, the Family and Medical Leave Act, and the Occupational Safety
and Health Act.




I also agree that by signing this Release, I hereby waive,
release, and forever discharge any and all statutory or common law claims and
claims under any tort or contract theory, including but not limited to, claims
for personal injuries, emotional distress, breach of express or implied
contract, wrongful discharge, or violation of public policy.








28




I agree that I will not institute a claim, grievance, charge,
lawsuit, or action of any kind against the Company, including but not limited to
claims related to my employment with the Company or the termination of my
employment with the Company.  I also agree that if I bring any form of
legal action against the Company, which does not include the reporting or
otherwise communicating of any nuclear safety concern, workplace safety concern,
public safety concern, or claim of discrimination or retaliation to the U. S.
Nuclear Regulatory Commission, the U. S. Department of Labor, the Equal
Employment Opportunity Commission, or any federal or state government agency, I
must forfeit all amounts paid to me pursuant to this Release and the Company
will be relieved of any further obligations owed under this Release.  I
further agree that if I violate this Release by instituting a legal action
against the Company, I agree that I will pay all costs and expenses of defending
against the lawsuit incurred by the Company, including reasonable attorneys’
fees.




Notwithstanding anything herein to the contrary, nothing in this
Release shall (i) affect any right that I may have to indemnification or
insurance coverage with respect to the performance of my duties as an employee,
officer or director of the Company, or any of its Affiliates (as defined in
Section 6.1(a) of my Employment Agreement) or (ii) waive any right to any claim,
lawsuit or action arising out of any act or omission occurring after the date of
this Release.




I understand that nothing in this Agreement shall interfere with
my right to file a charge with, cooperate with, or participate in an
investigation or proceeding conducted by the Equal Employment Opportunity
Commission or other federal or state regulatory or law enforcement agency.
 However, the consideration provided to me in this Agreement shall be the
sole relief provided for the claims that are released by me herein and I
understand that I will not be entitled to recover and agree to waive any
monetary benefits or recovery against the Company in connection with any such
claim, charge or proceeding without regard to who has brought such complaint or
charge.




I further acknowledge and agree that:




 1.

The special benefits include those benefits set forth and
described in detail in paragraph [insert paragraph number] of the Employment
Agreement made on [date of agreement] between me and [company] (“the Employment
Agreement”), which section is incorporated herein by reference and made a part
hereof.  These benefits constitute valid and sufficient consideration for
this Release, in that they are benefits to which I would not have been entitled
had I not signed this Release.

 

 2.  The Company has advised me to consult with an
attorney and a financial advisor prior to signing this Release and I further
acknowledge that I have been 





29




given a full and fair opportunity to do so.  I acknowledge
also that I have reviewed, carefully considered, and fully understand the terms,
nature and effect of this Release.




 3.

I have been given a period of at least twenty-one (21) days within
which to consider and review this Release.  I understand that I have seven
(7) days after I sign this Release within which I may revoke the Release by
notifying Jean LaVecchia, Vice President - Human Resources in writing of my
intentions to revoke.  I further understand that this Release is not
effective or enforceable until the seven-day revocation period expires without a
revocation by me. 




 4.

This Release does not waive any claims that I may have which arise
after the date I sign this Release.




 5.

During the course of my employment with the Company, I have
learned about, had access to, or used confidential and proprietary information
about the Company, including, for example, financial information about the
Company, the names of the Company’s actual or prospective suppliers and/or
customers, marketing or financial studies, marketing or financial strategies, or
any other business plans or strategies of the Company that are not in the public
forum.  I acknowledge that such confidential and proprietary information is
the property of the Company and I expressly agree not to disclose, divulge or
communicate such confidential and proprietary information without the Company’s
prior, express written consent.  




6.

I have not relied on any representations, promises, or agreements
of any kind made to me in connection with any decision to accept the Release
except for those set forth herein.




7.

I further agree that I will keep confidential the terms, amount
and the facts of the agreements set forth in this Release and I agree that I
will not disclose any information concerning this Release, and its terms and
conditions, including the amount of monies paid to me, to anyone other than my
attorney, accountant, tax advisor, immediate family, or the state Unemployment
Compensation Commission.  I understand that nothing in this Release
prohibits me from disclosing any of the above information where required by law.
 




8.

I understand that if any part of this Release is determined to be
invalid, illegal or otherwise unenforceable, the remaining provisions of this
Release shall not be affected and will remain in full force and effect. 




9.

This Release, consisting of four (4) pages, and incorporating by
reference paragraph [number] of the Employment Agreement, sets forth the entire
agreement between me and the Company regarding the issues herein 





30




addressed, and supersedes any prior or contemporaneous oral or
written agreement or understanding, between the Company and me with respect to
said issues, and cannot be changed except in a writing signed by all parties.
 Notwithstanding the above, I understand that this release does not alter
or affect in any way any obligations that I or the Company may have pursuant to
the Employment Agreement.  Any obligations between and among the Company
and me pursuant to said Employment Agreement exist separate and apart from this
instant Release.  




[NAME]







___________________________________________ 




Date:____________________







Subscribed and sworn to before me

on this the ____ day of ______________, _______.







_______________________________

Notary Public

My Commission Expires:___________








31