Northeast Utilities Corporate Governance

Corporate Responsibility Committee Charter

Purpose

The Corporate Responsibility Committee of Northeast Utilities (the "Company") is appointed by the Board to review the policies and practices of the Company and its subsidiaries on public issues having broad social or community significance, the implementation of those policies and the Company's and subsidiaries' conduct of business as responsible corporate citizens.

Committee Membership

The Corporate Responsibility Committee shall have no fewer than three members.

The members of the Corporate Responsibility Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. One of the members of the Corporate Responsibility Committee shall be designated by the Board to be the Chair, and the Board may also designate a Vice Chair.

The Board may at any time abolish the Corporate Responsibility Committee or remove any member or members thereof with or without cause, and may fill all vacancies therein.

Meetings

The Corporate Responsibility Committee shall meet as often as it determines, but no less frequently than three times per year.

Committee Authority and Responsibilities

The Corporate Responsibility Committee's responsibilities shall include the review of the Company's and subsidiaries' commitment and success in:

1. Fostering environmental stewardship, leadership and compliance in all areas, including land use.



2. Creating a safety conscious workforce that complies with applicable safety and health regulations, as well as the Company's safety and health policies and procedures.



3. Maintaining ethical standards and conduct, complying with all applicable laws, regulations and appropriate industry standards and practices, and maintaining procedures for the receipt of anonymous and/or confidential employee concerns regarding ethical or legal compliance matters, with the exception in all the above areas of those actions relating to financial, accounting or auditing matters, which are reviewed by the Company's Audit Committee.



4. Establishing a diverse, inclusive workplace in compliance with Equal Employment and Affirmative Action regulations; providing education and training for employees.



5. Growing the Company's presence as a responsible corporate citizen by: (i) strengthening our ongoing relations with community organizations; (ii) focusing our charitable giving; (iii) maintaining our political presence through direct employee participation, lobbying and contributions; and (iv) projecting our public image as a corporation that fulfills our role as a responsible corporate citizen.



6. The Corporate Responsibility Committee shall review such other matters within the scope of its responsibilities as the Corporate Responsibility Committee shall determine from time to time, and make recommendations to the Board with respect thereto as the Corporate Responsibility Committee deems appropriate.

The Corporate Responsibility Committee shall make regular reports to the Board. The Corporate Responsibility Committee shall maintain minutes of its meetings and provide copies of the minutes to the Board. The Corporate Responsibility Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Corporate Governance Committee for approval. The Corporate Responsibility Committee shall annually review its own performance and report its findings to the Board.

Effective: September 12, 2006

Last updated as of 9/12/06

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