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STATE OF CONNECTICUT

PUBLIC UTILITIES REGULATORY AUTHORITYTEN FRANKLIN SQUARENEW BRITAIN, CT 06051DOCKET NO. RE01PETITION OF THE OFFICE OF CONSUMERCOUNSEL FOR A DECLARATORY RULING THATTHE PENDING MERGER OF NORTHEASTUTILITIES AND NSTAR REQUIRES APPROVAL BYTHE CONNECTICUT PUBLIC UTILITIESREGULATORY AUTHORITY – REVIEW OF NEWCOMMENTS

January 4, 2012By the following Commissioners:Kevin M. DelGobboJohn W. Betkoski, IIIAnna M. Ficeto

DRAFT DECISION

This draft Decision is being distributed to the parties in this proceeding for comment.The proposed Decision is not a final Decision of the PURA. The PURA will consider theparties’ arguments and exceptions before reaching a final Decision. The final Decisionmay differ from the proposed Decision. Therefore, this draft Decision does not establishany precedent and does not necessarily represent the PURA’s final conclusion.

Docket No. Page 2

DRAFT DECISION

I.INTRODUCTIONA.S

UMMARY

In this decision, the Public Utilities Regulatory Authority (Authority) revises itsprior declaratory ruling. The Authority concludes that it must review the proposedmerger between Northeast Utilities (NU) and NSTAR and that the proposed merger must receive the Authority’s approval pursuant to §16-47 of the General Statutes of Connecticut (Conn. Gen. Stat.). Upon receipt of an application for approval of themerger, the Authority will establish a docket and procedural schedule to perform thatreview.

B.F

ACTUAL

ACKGROUND

NU is a Massachusetts business trust and parent holding company of four regulated subsidiaries, two of which, The Connecticut Light and Power Company(CL&P) and Yankee Gas Services Company (Yankee), are Connecticut public servicecompanies as defined in Conn. Gen. Stat. §16-1(a)(4). NSTAR is also a Massachusettsbusiness trust and is the parent holding company of NSTAR Electric Company andNSTAR Gas Company, which provide electric and gas service to customers inMassachusetts. NSTAR has no plant, operations or customers in Connecticut and noneof its subsidiaries are Connecticut public service companies.On October 18, 2010, NU and NSTAR announced they were entering into amerger agreement that will combine the two companies (the “Merger Agreement”).After completion of the merger, the current NSTAR chairperson, president and chief executive officer will become CEO of the merged company. The current chairperson,president and CEO of NU will be the “Non-executive Chairman of the Board” for themerged company. Eighteen months thereafter, the current NSTAR chairperson willbecome the Chairman of the merged company. The Merger Agreement designateswho will be the direct reports to the CEO of the merged company, half from NSTAR andhalf from NU.Under the Merger Agreement, the NU Board of Trustees will increase to 14members, with seven each nominated by the current NU and NSTAR. The Merger Agreement establishes the Board committees of the merged company and designateswhether a NU or NSTAR Trustee will serve as chair of each Board committee. Postmerger, current NU shareholders would own about 56 percent of the combinedcompany, and current NSTAR shareholders will own about 44 percent of the post-merger NU. This is because consideration for the proposed merger will be 100 percentequity, in the form of NU common shares.

C.C

ONDUCT

ROCEEDING