Northeast Utilities Corporate Governance - Corporate Governance Committee Charter

The Corporate Governance Committee of the Board of Trustees of Northeast Utilities (NU or the Company) is charged with a number of critical Board, officer and governance oversight duties. It establishes the criteria for membership on the Company’s Board of Trustees, finding, recruiting and recommending to the Board individuals whose experience and other qualifications will enhance the goals of the Company. It assesses the composition and effectiveness of the Board and its other committees. It also recommends to the Board individuals for selection as officers. With the Compensation Committee, this Committee oversees succession planning for and evaluates the performance of the Chief Executive Officer. It also originates and reviews the Company’s corporate governance guidelines.

Purpose

The purpose of the Corporate Governance Committee is: (i) to identify the individuals qualified to become members of the Board of Trustees and to recommend the selection of the nominees for membership on the Board of Trustees for election at the annual meeting of shareholders; (ii) to determine the composition of the Board and its committees; and (iii) to monitor a process to assess Board effectiveness and to develop and implement a set of corporate governance principles applicable to the Company.

Committee Membership

The Corporate Governance Committee shall consist of no fewer than three members. The members of the Corporate Governance Committee shall meet the independence requirements of the New York Stock Exchange. In the judgment of the Board, trustees serving on the Corporate Governance Committee shall have sufficient knowledge and familiarity in the area of corporate governance practices and policies to discharge the duties and responsibilities of the Corporate Governance Committee.

The members of the Corporate Governance Committee shall be appointed annually by the Board. One of the members of the Corporate Governance Committee shall be designated by the Board to be Chair. Corporate Governance Committee members may be removed by the majority vote of the independent Trustees at any time.

Meetings

The Corporate Governance Committee shall meet as often as it determines, but not less frequently than three times per year. The Chair shall chair all regular sessions of the Corporate Governance Committee and set the agendas for the Corporate Governance Committee meetings.

Committee Authority and Responsibilities

The Corporate Governance Committee shall have the authority to delegate its responsibilities to subcommittees (consisting of one or more members of the Corporate Governance Committee) as the Corporate Governance Committee sees fit.

The Corporate Governance Committee shall have the authority, to the extent it deems necessary or appropriate, to retain and terminate any search firm to be used to identify candidates for membership on the Board of Trustees, and to retain consultants, outside counsel and other advisors. The Committee or its Chair acting on behalf of the Committee shall have sole authority to approve the search firm’s fees and other retention terms.

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

In furtherance of its purpose, the Corporate Governance Committee, as necessary or appropriate, shall:

Corporate Governance Guidelines

Develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.

Composition of Board

Establish criteria, including required qualifications and experience, for Board candidates, and for evaluating suitability of potential nominees proposed by management or shareholders.

Prepare for recommendation to the Board of Trustees a slate of trustee candidates for submission to a vote of the Company’s shareholders.

Evaluate the number of members of the Board necessary to carry out its oversight responsibilities.

Perform an annual examination of whether a Trustee qualifies as independent and make a recommendation on the findings of the Committee to the Board.

Review whether a Trustee's proposed membership on the board or in management of a business enterprise would create a material relationship which would pose a conflict or impair such Trustee's independence.

Recommend to the Board a member of the Board to serve as Lead Trustee.

Nomination of Officers

Recommend to the full Board of Trustees for its approval individuals for election as NU officers.

Organization of Committees

Recommend to the Board the number of committees and their sizes and functions.

Annually review the sufficiency of the charters of all committees of the Board , and the reports thereon of such committees, and report thereon to the Board.

Recommend to the Board for its approval trustees to serve as members of each committee. The Corporate Governance Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.

Assessment

Working with the Compensation Committee, review and approve corporate goals and objectives relevant to Chief Executive Officer compensation and evaluate the performance of the Chief Executive Officer in light of those goals and objectives.

Implement an annual evaluation process of the Board and its committees. The Committee shall oversee the annual self-evaluations and report to the Board its findings.

Succession Planning

Engage in a succession planning process for the Chief Executive Officer jointly with the Compensation Committee.

Trustee Education

Devise a continuing education plan for the Trustees.

Other Matters

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

Effective: September 12, 2006

Last updated as of 9/12/06

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