Dear Shareholder:

It is my pleasure to invite you to attend the 20042005 Annual Meeting of Shareholders of Northeast Utilities on Tuesday, May 11, 2004,10, 2005, at 10:30 a.m., at the Radisson Hotel and Conference Center, 100 Berlin Road (Route 372), Cromwell, Connecticut 06416offices of Public Service Company of New Hampshire, Energy Park, 780 North Commercial Street, Manchester, New Hampshire 03101 (directions are on the reverse side).

Information concerning the matters to be acted upon at the meeting is provided in the accompanying Notice of Annual Meeting and Proxy Statement. In addition, our meeting agenda will include a discussion of the operations of Northeast Utilities system companies and a question and answer period.

Whether or not you plan to attend the meeting, it is important that you complete, date, sign and return your proxy in the enclosed envelope, or vote by telephone or the Internet, as soon as possible. This will ensure that your shares will be represented at the meeting in accordance with your wishes.

On behalf of your Board of Trustees, thank you for your continued support and interest in Northeast Utilities.

	Very truly yours,
	CHARLES W. SHIVERY
	Chairman of the Board, President
	and Chief Executive Officer

April 2, 2004March 31, 2005

Directions to

The Radisson Hotel and Conference Center

Public Service Company of New Hampshire

Energy Park

780 North Commercial Street

Manchester, NH 03101

Phone: (860) 635-2000(800) 562-3190

From Hartford:

Take I-84 East to Sturbridge, Massachusetts and the South(Massachusetts Turnpike (I-90). Take the Massachusetts Turnpike East to Exit 10, I-290. Take I-290 East through Worcester, Massachusetts to I-495. Take I-495 North to Route 3 in Lowell, Massachusetts. Take Route 3 towards Nashua, New Haven, CT):

From the South(New York City):City:

From the NorthBurlington, Vermont and points North:(Springfield, MA):

From the North(New Hampshire):

From the North(Vermont):

From the North(Maine):

From the East(Boston):

From the West(Albany):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Northeast Utilities:

The Annual Meeting of Shareholders of Northeast Utilities will be held on Tuesday, May 11, 2004,10, 2005, at 10:30 a.m., at the Radisson Hotel and Conference Center, 100 Berlin Road, Cromwell, Connecticut,offices of Public Service Company of New Hampshire, Energy Park, 780 North Commercial Street, Manchester, New Hampshire, for the following purposes:

Only shareholders of record at the close of business on March 12, 200411, 2005 are entitled to receive notice of and to vote at the meeting or any adjournment thereof. You are cordially invited to be present at the meeting and to vote. Whether or not you plan to attend the meeting, please complete,sign, date and signreturn the accompanying proxy in the enclosed proxy card and return itaddressed envelope, which requires no postage if mailed in the envelope enclosed for that purpose.United States, or cast your vote by telephone or the Internet. Your proxy may be revoked at any time before the vote is taken by delivering to the Secretary a revocation or a proxy bearing a later date.

	By order of the Board of Trustees,
	GREGORY B. BUTLER
	Senior Vice President, Secretary
	and General Counsel

107 Selden Street

Mailing Address:

Post Office Box 270

Hartford, Connecticut 06141-0270

March 31, 2005

Mailing Address:

	Post Office Box 270
	Hartford, Connecticut 06141-0270

April 2, 2004

PROXY STATEMENT

The accompanying proxy is solicited on behalf of the Board of Trustees of Northeast Utilities for use at the Annual Meeting of Shareholders to be held on May 11, 2004,10, 2005, and at any adjournment thereof.

Please read this proxy statement and fill in, date, sign and return the enclosed form of proxy.proxy, or vote by telephone or the Internet. The proxy may be revoked at any time before it is voted by filing a letter with the Secretary of Northeast Utilities or by a duly executed proxy card bearing a later date. Properly executed proxies not revoked will be voted according to their terms.

Only holders of common shares of record at the close of business on March 12, 200411, 2005 (the record date) are entitled to receive notice of and to vote at the meeting or any adjournment thereof. On the record date, there were 130,971,469131,813,068 common shares outstanding. Each such share is entitled to one vote on each matter to be voted on at the Annual Meeting of Shareholders.

The principal office of Northeast Utilities is located at 174 Brush Hill Avenue, WestOne Federal Street, Building 111-4, Springfield, Massachusetts.Massachusetts 01105. The general offices of Northeast Utilities and its subsidiaries are located at 107 Selden Street, Berlin, Connecticut (mailing address: Post Office Box 270, Hartford, Connecticut 06141-0270). This proxy statement and the accompanying proxy card and annual report are being mailed to shareholders commencing April 7, 2004.4, 2005.

1.    ELECTION OF TRUSTEES

Unless a shareholder specifies otherwise, the enclosed proxy will be voted to elect the nominees named on pages 2-52-6 below as Trustees to serve until the next Annual Meeting and until their successors have been elected and shall have qualified. Each nominee has been previously elected as a Trustee by shareholders and is currently serving as a Trustee, except for Mr. Shivery,Trustee. John H. Forsgren, who was elected a Trustee andretired as Vice Chairman, of the Board,Executive Vice President and Chief Executive Officer of Northeast Utilities by the Board of Trustees on March 29, 2004. Michael G. Morris, who resigned as Chairman of the Board, President and Chief ExecutiveFinancial Officer and aresigned as Trustee at the end of 2003,2004, is not standing for re-election.

If one or more of the nominees should become unavailable for election, the proxy may be voted for a substitute person or persons, but not more than the nominees proposed. In accordance with Northeast Utilities’ Declaration of Trust, the number of Trustee positions will continue to be thirteen, as set by the shareholders in 2000, in order to afford the Board of Trustees flexibility to add Trustees with targeted expertise as appropriate between Annual Meetings of Shareholders.

Set forth on the following pages is each nominee’s name, age, date first elected as a Trustee, and a brief summary of the nominee’s business experience. An affirmative vote of a majority of the common shares outstanding as of the record date will be required to elect each nominee.

The Board of Trustees recommends that shareholders vote FOR election of

1

		RICHARD H. BOOTH, 57,58, President and Chief Executive Officer and a Director of HSB Group, Inc. and Chairman, President and Chief Executive Officer and a Director of Hartford Steam Boiler Inspection & Insurance Company since January 2000. A Trustee since 2001. Mr. Booth received B.S. and M.S. degrees from the University of Hartford and is a Certified Public Accountant. From 1994 until 2000, Mr. Booth served as Executive Vice President and a Director of Phoenix Home Life Mutual Insurance Company. Mr. Booth is a member of the Boards of St. Francis Hospital, the Connecticut Business & Industry Association, the Griffith Foundation for Insurance Education, the Greater Hartford Arts Council, and the Florence Griswold Museum, serves as Chairman of the Board of the MetroHartford Alliance, Inc. and the Advisory Council of the Urban League of Greater Hartford, andHe is a member of the American Institute of Certified Public Accountants, the Connecticut Society of CPAs, the Hartford Society of Financial Analysts, the Society of Financial Service Professionals, the Association for Investment Management & Research and the Financial Accounting Standards Advisory Council. From 1994 until 2000, Mr. Booth served as Executive Vice President and a Director of Phoenix Home Life Mutual Insurance Company. Mr. Booth is a member of the Boards of St. Francis Hospital, World Business Capital, LLC, the Griffith Foundation for Insurance Education, the Greater Hartford Arts Council, and the Florence Griswold Museum, serves as Chairman of the Board of the MetroHartford Alliance, Inc. and the Advisory Council of the Urban League of Greater Hartford.
		COTTON MATHER CLEVELAND, 51,52, President of Mather Associates, a firm specializing in leadership and organizational development for business, public and nonprofit organizations. A Trustee since 1992. Ms. Cleveland received a B.S. magna cum laude from the University of New Hampshire, Whittemore School of Business and Economics. Ms. Cleveland is the Moderator of the Town of New London, New Hampshire and the New London/Springfield Water Precinct, and a Director of The National Grange Mutual Insurance Company and the Ledyard National Bank. She serves on the Board of the New Hampshire Center for Public Policy and has served as a Director of Bank of Ireland First Holdings and as Chair, Vice Chair and a member of the Board of Trustees of the University System of New Hampshire, as Co-Chair of the Governor’s Commission on New Hampshire, and as an Incorporator for the New Hampshire Charitable Foundation.

2

---

		SANFORD CLOUD, JR., 59,60, President and Chief Executive Officer of The National Conference for Community and Justice, a human relations organization dedicated to fighting bias, bigotry, and racism in America and promoting understanding among all races, religions, and cultures. cultures (retired December 31, 2004). A Trustee since 2000. Mr. Cloud received a B.A. from Howard University, a J.D. cum laude from the Howard University Law School, and an M.A. in Religious Studies from the Hartford Seminary. Mr. Cloud is a former partner at the law firm of Robinson and Cole and served for two terms as a state senator of Connecticut. A former Vice President of Corporate Public Involvement of Aetna Inc., Mr. Cloud is currently a Director of The Phoenix Companies, Inc. and Tenet Healthcare Corporation and Chairman of the Board of IronbridgeIronwood Mezzanine Fund, L.P.

2

		JAMES F. CORDES, 63,64, Executive Vice President of The Coastal Corporation and President of the Natural Gas Group of The Coastal Corporation (retired 1997). A Trustee since 2001. Mr. Cordes received a B.S. from St. Louis University, an M.B.A. from Creighton University, and an M.S. in Industrial and Management Systems Engineering from the University of Nebraska. Mr. Cordes has over 30 years’ experience in the natural gas business, serving in various executive capacities including President of American Natural Resources Company. He is a past chairman of the Interstate Natural Gas Association of America and served as a Director and member of the Executive Committee of the American Gas Association. He has also served as a Director and member of the Executive Committees of both the Detroit Symphony and the Houston Symphony. Mr. Cordes is a Director of Comerica Incorporated.
		E. GAIL DE PLANQUE, 59,60, President of Strategy Matters, Inc., a consulting firm, and Director, Energy Strategist’s Consultancy, Ltd. A Trustee since 1995. Dr. de Planque received an A.B. cum laude in Mathematics from Immaculata College,University, an M.S. in Physics from the New Jersey Institute of Technology, and a Ph.D. in Environmental Health Science from New York University. Dr. de Planque has over 35 years’ experience in nuclear engineeringphysics and industry regulation and is a Fellow of the American Association for the Advancement of Science, Fellow and past President of the American Nuclear Society, a member of the National Academy of Engineering, and a consultant to the United Nation’s International Atomic Energy Agency and has served as a Commissioner with the United States Nuclear Regulatory Commission and as Director of the United States Department of Energy’s Environmental Measurements Laboratory. Dr. de Planque is a Director of TXU Corp., British Nuclear Fuels plc, British Nuclear Fuels, Inc., Landauer, Inc., and the International Eye Foundation.

3

---

		JOHN H. FORSGREN, 57, Vice Chairman of Northeast Utilities since May 2001 and Executive Vice President and Chief Financial Officer of Northeast Utilities and its principal subsidiaries since February 1996. A Trustee since 2000. Mr. Forsgren received a B.A. from Georgetown University, an M.B.A. from Columbia University, and an M.S. in Finance and Marketing from the University of Geneva. Prior to joining Northeast Utilities, Mr. Forsgren served as a Managing Director of Chase Manhattan Bank and Senior Vice President of The Walt Disney Company. Mr. Forsgren is a Director of CuraGen Corporation and NEON Communications, Inc. and a member of the Board of Regents of Georgetown University.

3

		JOHN G. GRAHAM, 65,66, Adjunct Professor of Law, Rutgers Law School, and President, Treasurer, Chief Executive Officer and a Director of UMI Insurance Company, and UMICO Holdings, Inc., a utility-owned insurance company that provided workers compensation insurance in the Mid-Atlantic region. region, and UMICO Holdings, Inc., its parent company. A Trustee since 2003. Mr. Graham received an A.B. cum laude from Upsala College and a J.D. magna cum laude from Rutgers Law School. From 1999 to 2003, Mr. Graham served as a consultant to various firms concerning utility industry strategic and restructuring issues. Mr. Graham has served as Senior Vice President and Chief Financial Officer of GPU, Inc., and Chief Financial Officer of its utility subsidiaries (1987-1999), as a Director (1982-1999) and former Chairman (1995-1998) of Nuclear Electric Insurance Limited, as a Director and member of audit, directors and compensation committees of Viatel, Inc. (1998-2002), as a Director and audit committee chairman of Coho Energy, Inc. (2000-2001), and as a Director and audit committee chairman of Edisto Resources, Inc. (1993-1997). Mr. Graham also serves as a Trustee of the Devereux Foundation and The College of St. Elizabeth.
		ELIZABETH T. KENNAN, 66,67, President Emeritus of Mount Holyoke College and a partner in Cambus-Kenneth Farm, a specialized horse and cattle breeder. A Trustee since 1980. Dr. Kennan received an A.B. summa cum laude from Mount Holyoke College, an M.A. from Oxford University (England), and a Ph.D. from the University of Washington. Dr. Kennan has served as Lead Trustee of Northeast Utilities since 1996 and acted as interim Chairman of the Board of Northeast Utilities from January 1, 2004 to March 29, 2004. Dr. Kennan has served as President of Five Colleges, Incorporated, as a Trustee of Notre Dame University, and as a member of the Folger Shakespeare Library Committee and the National Committee on Library Resources, and holds honorary degrees from a number of institutions. Dr. Kennan is a Director of The Talbots, Inc., a Trustee of The Putnam Funds, the National Trust for Historic Preservation, Centre College and Midway College, and a member of the Trustees of the Reservations.

4

---

		ROBERT E. PATRICELLI, 64,65, Chairman, President and Chief Executive Officer of Women’s Health USA, Inc., a provider of women’s health care services, and of Evolution Benefits, Inc., a provider of employee benefit services. A Trustee since 1993. Mr. Patricelli received a B.A. from Wesleyan University and a J.D. from Harvard Law School, and was a University of Paris Fulbright Scholar. Mr. Patricelli was Chairman, President and Chief Executive Officer of Value Health, Inc. (1987-1997) and previously served as Executive Vice President of CIGNA Corporation and President of CIGNA’s Affiliated Businesses Group. Mr. Patricelli has also held various positions in the federal government, including White House Fellow, counsel to a United States Senate Subcommittee, Deputy Undersecretary of the Department of Health, Education and Welfare and Administrator of the United States Urban Mass Transportation Administration. Mr. Patricelli is a Director of CuraGen Corporation, the Connecticut Business & Industry Association, The Bushnell Danceand The Connecticut Center for Science and Neighborhoods of Hartford, Inc.Exploration, and a Trustee of Wesleyan University.

4

		CHARLES W. SHIVERY, 58,59, Chairman of the Board, President and Chief Executive Officer of Northeast Utilities since March 29, 2004. A Trustee since March 29, 2004. Mr. Shivery received B.A. and B.S. degrees from The Johns Hopkins University and an M.B.A. from the University of Baltimore. Mr. Shivery assumed his current position at Northeast Utilities after serving as interim President beginning in January 2004. From June 2002 until December 2003, Mr. Shivery served as President-CompetitivePresident—Competitive Group of Northeast Utilities, as President and Chief Executive Officer and a Director of NU Enterprises, Inc., and as Chairman and a Director of most of NU’s competitive subsidiaries. In 2002, Mr. Shivery retired from Constellation Energy Group, Inc. (Constellation), parent company of Baltimore Gas and Electric Company (BG&E) and other energy-related businesses, having held numerous senior management positions at Constellation, including Co-President of Constellation (2000-2002); President and Chief Executive Officer of Constellation Power Source Holdings, Inc. (1997-2001); Chief Executive Officer and President of Constellation Enterprises, Inc. (1998-2002); Chairman of the Board, President and Chief Executive Officer of Constellation Power Source, Inc. (1997-2001); Director of Orion Power Holdings, Inc. (1998-2000); and Vice President, Chief Financial Officer and Secretary of Constellation and BG&E. He joined BG&E in 1972 after four years in the U.S. Navy. Mr. Shivery is a Director of Energy Insurance Mutual, and the Connecticut Business & Industry Association.Association, The Connecticut Center for Science and Exploration, Connecticut Children’s Medical Center, Edison Electric Institute and Electric Power Research Institute.

5

---

		JOHN F. SWOPE, 65,66, Attorney. A Trustee since 1992. Mr. Swope received a Bachelor’s Degree from Amherst College and a J.D. from Yale Law School. During 1999 and 2000, Mr. Swope served as President and Chief Executive Officer of Public Broadcasting Service. Mr. Swope served as of counsel to the law firm of Sheehan Phinney Bass + Green from 1995 to 1997, and as President of Chubb Life Insurance Company of America from 1980 to 1994, after serving in various executive capacities at Chubb Life and its predecessor companies since the early 1970’s. Mr. Swope is a Director of the Public Broadcasting Service, PBS Enterprises and the New Hampshire Business Committee for the Arts, and a Trustee of The Currier Museum of Art and Tabor Academy.

56

BOARD COMMITTEES AND RESPONSIBILITIES

The Board of Trustees of Northeast Utilities has standing Audit, Compensation, Corporate Affairs, Corporate Governance, Executive, and Finance Committees. The Board of Trustees does not have a Nominating Committee, but its Corporate Governance Committee serves in the capacity of a Nominating Committee.

The Audit Committee meets independently with the internal and independent auditors of Northeast Utilities and its subsidiaries and with management at least quarterly to review and evaluate the auditors’ activities, procedures and recommendations to assist the Board of Trustees in monitoring the integrity of the Company’s financial statements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and independent auditors, and the compliance by the Company with legal and regulatory requirements. Following each meeting, the Committee reports to the full Board. The Committee has the sole authority to appoint or replace the independent auditors and is directly responsible for their compensation and oversight of their work. The Audit Committee met 1215 times in 2003.2004. The members of the Committee, appointed by the Board of Trustees on the recommendation of the Corporate Governance Committee, are Messrs. SwopeGraham (Chair), Booth (Vice Chair), Cordes and Graham,Swope, and Drs. de Planque and Kennan, none of whom is an employee of Northeast Utilities or its subsidiaries. Each member of the Audit Committee meets the financial literacy requirements of the New York Stock Exchange and Securities and Exchange Commission rules. The Board of Trustees has affirmatively determined that Messrs. Booth and Graham are “audit committee financial experts” (as such term is described in rules of the Securities and Exchange Commission) and that each member of the Audit Committee is independent (as such term is defined in Section 303A of the Listed Company Manual of the New York Stock Exchange). A report from the Audit Committee is included in this proxy statement.

The Compensation Committee reviews and adjusts, as appropriate, the compensation policies of Northeast Utilities and its subsidiaries and establishes and implements an evaluation process for the Chief Executive Officer in conjunction with the Corporate Governance Committee. Following each meeting, the Committee reports to the full Board. The Compensation Committee met 611 times in 2003.2004. The members of the Committee are Messrs. Patricelli (Chair), Booth, Cloud, and Cordes, and Drs. de Planque (Vice Chair) and Kennan, none of whom is an employee of Northeast Utilities or its subsidiaries. The Board of Trustees has affirmatively determined that each member of the Compensation Committee is independent (as such term is defined in Section 303A of the Listed Company Manual of the New York Stock Exchange). A report from the Compensation Committee with respect to executive compensation is included in this proxy statement.

The Corporate Affairs Committee reviews the policies and practices of Northeast Utilities and its subsidiaries on public issues in areas such as health, safety, environment and equal employment opportunity. Following each meeting, the Committee reports to the full Board. The Corporate Affairs Committee met 56 times in 2003.2004. The members of the Committee are Ms. Cleveland (Chair), Messrs. Cloud, (Vice Chair), Graham, and Swope (Vice Chair), and Drs. de Planque and Kennan, none of whom is an employee of Northeast Utilities or its subsidiaries.

The Corporate Governance Committee serves as a Nominating Committee, recommending criteria for new Trustees and identifying prospective Board candidates. The

7

Committee also evaluates the Board’s performance and, in conjunction with the Compensation Committee, establishes and implements an evaluation process for the Chief Executive Officer. Following each meeting, the Committee reports to the full Board. The Corporate Governance Committee met 109 times in 2003.2004. The members of the Committee are Dr. Kennan (Chair), Messrs. Cloud (Vice Chair), Cordes, Patricelli and Patricelli,Swope, and Dr. de Planque, none of whom is an employee of Northeast Utilities or its subsidiaries. The Board of Trustees has affirmatively determined that each member of the Corporate Governance Committee is independent (as such term is defined in Section 303A of the Listed Company Manual of the New York Stock Exchange).

6

The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations set forth in Northeast Utilities’ Declaration of Trust, during the intervals between meetings of the Board. The Executive Committee met twice2 times in 2003.2004. The members of the Executive Committee are Mr. Shivery (Chair), Dr. Kennan (Vice Chair), Messrs. Booth, PatricelliGraham and Swope,Patricelli, and Ms. Cleveland. Except for Mr. Shivery, none of the members of the Executive Committee is an employee of Northeast Utilities or its subsidiaries.

The Finance Committee assists the Board in fulfilling its fiduciary responsibilities relating to financial plans, policies and programs for Northeast Utilities and its subsidiaries. Following each meeting, the Committee reports to the full Board. The Finance Committee met 98 times in 2003.2004. The members of the Finance Committee arein 2004 were Messrs. Booth (Chair), Cordes, Forsgren, Graham (Vice Chair) and Patricelli, Ms. Cleveland, and Dr. Kennan. Other than Mr. Forsgren, no Committee member iswas an employee of Northeast Utilities or its subsidiaries. Mr. Forsgren resigned from the Board and as a member of the Finance Committee at the end of 2004.

The Board of Trustees has adopted a written charter for each of these Committees and written Corporate Governance Guidelines. The Committee charters and Corporate Governance Guidelines are available on the Company’s web site at http://www.nu.com/investors/ corporategov/corporate_gov/default.asp. Printed copies of these materials are also available to any shareholder upon written request.

In addition, the Board established two ad hoc committees during 2003, the Committee on Regulatory and Legislative Initiatives and a Search Committee.

The Committee on Regulatory and Legislative Initiatives, whose responsibility iswas to provide guidance and counsel on regulatory and legislative matters as requested from time to time by management, held one meetingno meetings during 2003. The members of the Committee2004 and was abolished on Regulatory and Legislative Initiatives are Messrs. Booth, Cloud and Patricelli and Dr. Kennan.May 11, 2004.

The Search Committee, whose responsibility was to conduct a search for Northeast Utilities’ next President and Chief Executive Officer, held one meeting9 meetings in 2003. The members of2004. Since Mr. Shivery was elected as President and Chief Executive Officer on March 29, 2004, the Search Committee was abolished on May 11, 2004.

The Company has adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller). The Code of Ethics is posted on the Company’s web site and is available at http://www.nu.com/investors/corporate_gov/default.asp on the Internet. Information pertaining to amendments and waivers from the Code of Ethics will be posted at this site. Printed copies of the Code of Ethics are Messrs. Booth, Cordes (Chair) and Patricelli and Drs. de Planque and Kennan.also available to any shareholder upon written request.

8

SELECTION OF TRUSTEES

As set forth in its charter, it is the responsibility of the Corporate Governance Committee to identify individuals qualified to become members of the Board of Trustees and to recommend the election of the nominees at the annual meeting of shareholders. The Company has from time to time retained the services of a third party executive search firm to assist it in identifying and evaluating such individuals.

As provided in the Company’s Corporate Governance Guidelines, the Corporate Governance Committee seeks nominees with these qualifications:

Trustees should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board should represent diverse experience at policy-making levels in business, government, education, community and charitable organizations as well as areas that are relevant to the Company’s activities. The Corporate Governance Committee shall also seek diversity in gender, ethnicity and personal background when considering candidates for Board membership.

Shareholders wishing to provide information concerning potential candidates for membership on the Board of Trustees may address such information, in writing, to the Secretary of the Company at the mailing address set forth on page 1 of this proxy statement. The communication must identify the writer as a shareholder of Northeast Utilities and provide sufficient detail for the Corporate Governance Committee to consider the nominee’s qualifications.

7

COMMUNICATIONS FROM SHAREHOLDERS

It is the policy of Northeast Utilities to provide a method for shareholders to communicate with the Board of Trustees and individual Trustees. In furtherance of this policy, the Board has designated the Secretary of Northeast Utilities as the contact person for such communications. Written communications from shareholders that are addressed to the Board or individual trustees,Trustees, in care of the Secretary at the mailing address set forth on page 1 of this proxy statement, and properly identify the sender, will be forwarded by the Secretary to the intended recipient or recipients.

TRUSTEE INDEPENDENCE

     Northeast Utilities has adopted Corporate Governance Guidelines incorporating independence standards that meet or exceed those contained in the Listed Company Manual of the New York Stock Exchange. Applying those standards, the Board of Trustees, assisted by inside and outside counsel, reviewed and considered relationships and transactions between Northeast Utilities, its affiliates and subsidiaries, on the one hand, and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate family, on the other hand.

     Likewise, the Board also examined relationships and transactions between each Trustee and senior management of the Company to ascertain whether a Trustee’s independence is compromised.

     Finally, the Board also reviewed the Company’s charitable donations to organizations in which Board members or their immediate family members serve as officers or directors.

     As a result of this review, on February 24, 2004 the Board affirmatively determined that all of the members of the Board of Trustees nominated for election at the annual meeting of shareholders are independent of the Company and have no material relationship with the Company, under the standards contained in the Listed Company Manual of the New York Stock Exchange and under Northeast Utilities’ Corporate Governance Guidelines, with the exception of Mr. Forsgren, an employee of the Company. In reaching this determination, the Board concluded that the relationship described in “Certain Relationships and Related Transactions” below was not material under such standards. Mr. Shivery, who was elected a Trustee on March 29, 2004, was not part of the Board’s determination but as an employee of the Company, is not independent.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The law firm of Sulloway & Hollis, P.L.L.C. provided legal services to various subsidiaries of Northeast Utilities during 2003,2004, and received $267,375$224,123 for such services. Ms. Cleveland, who is standing for re-election as a Trustee of Northeast Utilities, is married to John B. Garvey, a partner in the firm. None of these services were provided by Mr. Garvey, and Mr. Garvey receives no special compensation as a result of the firm’s relationship with the Company. The firm has provided legal services to Public Service Company of New Hampshire, a subsidiary of Northeast Utilities acquired by merger in 1992, since its formation over 75 years ago.

9

TRUSTEE INDEPENDENCE

Northeast Utilities has adopted Corporate Governance Guidelines incorporating independence standards that meet or exceed those contained in the Listed Company Manual of the New York Stock Exchange. Applying those standards, the Board of Trustees, assisted by inside and outside counsel, reviewed and considered relationships and transactions between Northeast Utilities, its affiliates and subsidiaries, on the one hand, and each Trustee, entities affiliated with him or her, and/or any member of his or her immediate family, on the other hand.

Likewise, the Board also examined relationships and transactions between each Trustee and senior management of the Company to ascertain whether a Trustee’s independence is compromised.

Finally, the Board also reviewed the Company’s charitable donations to organizations in which Board members or their immediate family members serve as officers or directors.

As a result of this review, on March 1, 2005, the Board affirmatively determined that all of the members of the Board of Trustees nominated for election at the Annual Meeting of Shareholders are independent of the Company and have no material relationship with the Company, under the standards contained in the Listed Company Manual of the New York Stock Exchange and under Northeast Utilities’ Corporate Governance Guidelines, with the exception of Mr. Shivery, who was elected a Trustee on March 29, 2004 and is an employee of the Company. In reaching this determination, the Board considered the length of the relationship between Public Service Company of New Hampshire and Sulloway & Hollis, P.L.L.C. described above, and the lack of any direct benefit to Ms. Cleveland or her husband, and concluded that this relationship was not material and thus does not affect Ms. Cleveland’s independence as a Trustee.

MEETINGS OF THE BOARD AND ITS COMMITTEES

In 2003,2004, the Board of Trustees held 1416 meetings, the non-management Trustees held four3 meetings and met in executive session once during a regularly scheduled full Board meeting, and the Board, the non-management Trustees and the Committees of the Board held a total of 6471 meetings. TenAll eleven members of the Board of Trustees attended the Annual Meeting of Shareholders held on May 13, 2003.11, 2004. Board members are generally expected to attend annual meetings but the Company has no written policy addressing this subject.

8

10

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides, as of March 1, 2004,2005, information as to persons who are known to Northeast Utilities to beneficially own more than five percent of the common shares of Northeast Utilities. Northeast Utilities has no other class of voting securities.

Notes:

911

COMMON STOCK OWNERSHIP OF MANAGEMENT

The following table provides information as of March 1, 2004 (except for Mr. Morris, whose ownership is shown as of December 31, 2003, the date his employment with the Company ended),2005, as to the beneficial ownership of the common shares of Northeast Utilities by each Trustee and nominee for Trustee, the Chief Executive Officer of NU, each of the five highest paid executive officers of Northeast Utilities and its subsidiaries,listed on the Summary Compensation Table on page 14 of this Proxy Statement, and all Trustees, nominees for Trustee and executive officers of NU as a group. Unless otherwise noted, each Trustee, nominee and executive officer has sole voting and investment power with respect to the listed shares.

Notes:

1012

(7)
	(6)	Includes 12,500 shares that could be acquired by the beneficial owner pursuant to currently exercisable options and 1,000 shares as to which the beneficial owner has sole voting and no dispositive power.options.

(8)	(7)	Includes 7,500 shares that could be acquired by Mr. Cloud pursuant to currently exercisable options.

(9)

Includes 5,000 shares that could be acquired by Mr. Cordes pursuant to currently exercisable options.

(10)

Includes 134,266 shares that could have been acquired by Mr. Forsgren as of December 31, 2004 pursuant to then currently exercisable options and 1,00028,343 shares as of December 31, 2004 as to which Mr. Cloud hasForsgren had sole voting and no dispositive power.

(11)
	(8)	Includes 112,598 shares that could be acquired by Mr. Forsgren pursuant to currently exercisable options and 28,343 shares as to which Mr. Forsgren has sole voting and no dispositive power.
	(9)	Includes 141,359171,228 shares that could be acquired by Mrs. Grisé pursuant to currently exercisable options, 25,42614,779 shares as to which Mrs. Grisé has sole voting and no dispositive power, and 265 shares held by Mrs. Grisé’s husband as custodian for her children, with whom she shares voting and dispositive power.

(12)
(10)	Includes 12,50052,416 shares that could be acquired by the beneficial owner pursuant to currently exercisable options.
(11)	Includes 863,124 shares that could have been acquired by Mr. MorrisSchivley as of DecemberJanuary 31, 20032005 pursuant to then currently exercisable options and 31,7326,100 shares held as of DecemberJanuary 31, 20032005 as to which Mr. Morris thenSchivley had sole voting and no dispositive power. 13,499 of the shares shown were held jointly by Mr. Morris and his wife.

(13)
(12)	Includes 9,67419,349 shares that could be acquired by Mr. Shivery pursuant to currently exercisable options and 12,56626,530 shares as to which Mr. Shivery has sole voting and no dispositive power.
(13)	Includes 52,416 shares that could be acquired by an executive officer other than those named in the table above pursuant to currently exercisable options, and 19,669 shares beneficially owned by such officer, as to 7,009 of which such officer has sole voting and no dispositive power.

1113

EXECUTIVE COMPENSATION

The following tables present the cash and non-cash compensation received by the Chief Executive Officer and the next four highest paidnamed executive officers of Northeast Utilities during 2003, in accordance with(as described by the rules of the Securities and Exchange Commission:Commission) during 2004:

Summary Compensation Table

Notes:

		Year								Long Term Compensation
				Annual Compensation						Awards				Payouts		All Other Compensation ($) (Note 3)
Name and Principal Position				Salary ($)		Bonus ($)		Other Annual Compen- sation ($) (Note 1)		Restricted Stock Award(s) ($) (Note 2)		Securities Underlying Options/Stock Appreciation Rights (#)		Long Term Incentive Program Payouts ($)
Charles W. Shivery Chairman of the Board, President and Chief Executive Officer of NU (Note 4)		2004 2003 2002		799,380 554,616 306,731		200,000 674,000 200,000		3,754 8,946 244,594		866,244 220,004 —		—   —   29,204		—   —   —		43,150 16,639 7,615
John H. Forsgren Vice Chairman of NU, Executive Vice President and Chief Financial Officer of NU, PSNH and WMECO (Note 5)		2004 2003 2002		589,616 574,615 556,154		—   1,086,175 165,000		8,700 17,384 —		444,595 427,495 —		—   —   54,400		—   —   —		214,284 187,574 179,674
Cheryl W. Grisé President— Utility Group of NU and Chief Executive Officer of CL&P, PSNH and WMECO		2004 2003 2002		505,539 451,538 409,231		234,949 581,513 280,000		5,000 13,216 —		387,494 324,994 —		—   —   39,600		—   —   —		229,321 184,587 180,523
Gregory B. Butler Senior Vice President, Secretary and General Counsel of NU and NUSCO		2004 2003 2002		304,615 244,615 206,154		75,316 232,200 70,000		760 4,473 —		250,003 109,995 —		—   —   13,200		—   —   —		12,785 6,000 6,000
David H. Boguslawski Vice President— Transmission		2004 2003 2002		217,308 204,616 190,654		42,957 155,390 75,000		—   —   —		75,206 75,000 —		—   —   8,600		—   —   —		9,006 9,050 5,720
William W. Schivley President— Select Energy, Inc. (Note 6)		2004 2003 2002		359,908 303,077 275,769		—   182,023 —		3,684 2,373 450		155,002 115,000 —		—   —   17,500		—   —   —		14,598 13,411 8,273

Notes:

14

12

Aggregated Option/SAR Exercises in Last Fiscal Year

Long-Term Incentive Plans —– Awards in Last Fiscal Year

Grants of three-year performance units were made during 20032004 under the Northeast Utilities Incentive Plan to the Company’s officers. Payments will be made in cash following the close of the performance period. Threshold, target, and maximum payouts will be determined based on net income over the performance period. In the event of termination due to retirement, death, or disability, grants shall be prorated based on time in the performance period and their value shall be determined based on performance through the end of the performance period. In the event of a Change of Control, as defined, grants shall be prorated based on time in the performance period, their value shall be set at target, and their value shall be paid immediately. In the event of a Termination Upon a Change of Control, as defined, grants shall be fully vested, their value shall be set at target, and their value shall be paid immediately. Grants to the executive officers named in the Summary Compensation Table were as follows:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Trustees and certain officers of Northeast Utilities and persons who beneficially own more than ten percent of the outstanding common shares of Northeast Utilities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Based on such reports, or written representations that no Form 5 was required, Northeast Utilities believes that for the year ended December 31, 2003,2004, all such reporting requirements were complied with in a timely manner.

13

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND

CHANGE IN CONTROL ARRANGEMENTS

 Northeast Utilities has entered into an employment agreement with Mr. Morris and

Northeast Utilities Service Company (NUSCO) has entered into employment agreements with each of the other named executive officers.Messrs. Butler, Forsgren and Shivery and Mrs. Grisé. The agreements are binding on Northeast Utilities and, except for Mr. Shivery’s agreement, on certain majority-owned subsidiaries of Northeast Utilities.

Each agreement obligates the officer to perform such duties as may be directed by the NUSCO Board of Directors or the Northeast Utilities Board of Trustees, protect the Company’s confidential information, and refrain, while employed by the Company and for a period of time thereafter, from competing with the Company in a specified geographic area.

16

Each agreement provides that the officer’s base salary will not be reduced below certain levels without the consent of the officer, and that the officer will participate in specified benefits under the Supplemental Executive Retirement Plan or other supplemental retirement programs (see “Pension Benefits” below) and/or in certain executive incentive programs at specified incentive opportunity levels.

Each agreement provides for a specified employment term and for automatic one-year extensions of the employment term unless at least six months’ notice of non-renewal is given by either party. The employment term may also be ended by the Company for “cause”, as defined, at any time (in which case certain supplemental retirement benefits may be forfeited), or by the officer on thirty days’ prior written notice for any reason. Absent “cause”, the Company may remove the officer from his or her position on sixty days’ prior written notice, but in the event the officer is so removed and signs a release of all claims against the Company, the officer will receive two years’ base salary and annual incentive payments, specified employee welfare and pension benefits, and vesting of specified long-term incentive compensation.

Under the terms of the agreements, upon any termination of employment following a change of control, as defined, between (a) the earlier of the date shareholders approve a change of control transaction or a change of control transaction occurs and (b) the earlier of the date, if any, on which the Board of Trustees abandons the transaction or the date two years following the change of control, if the officer signs a release of all claims against the Company, the officer will be entitled to certain payments including a multiple (not to exceed three) of “base compensation,” as defined, annual incentive payments, specified employee welfare and pension benefits, and vesting of specified long-term incentive compensation. Certain of the change of control provisions may be modified by the Board of Trustees prior to a change of control, on at least two years’ notice to the affected officer(s).

Besides the terms described above, the agreements of Messrs. Morris, Forsgren and Shivery provideMr. Shivery’s agreement provides for a specified initial salary, cash restricted stock and/orand stock options upon employment, a special incentive programs and/orprogram and special retirement benefits, and Mr. Forsgren’s agreement provides for special retirement benefits. See “Pension Benefits”, below, for further description of these provisions. The agreements of Mr. Forsgren and Mrs. Grisé were supplemented during 2001 to provide for a deferred payment of $520,000 and $500,000, respectively, vestingwhich payments vested and were paid in even installments (adjusted to reflect investment performance) on June 28, 2002, 2003 and 2004, so long as such officer remains2004. Letter agreements reflecting the terms of employment for Messrs. Boguslawski and Schivley provide for specified initial salary, cash, stock options and/or other benefits upon employment. Messrs. Boguslawski and Schivley participate in the employSpecial Severance Program for Officers of Northeast Utilities Service Company, and vesting soonerSystem Companies. Upon his retirement in January 2005, Mr. Schivley received severance in the eventamount of a change of control of the Company or involuntary termination without cause.$336,000.

The descriptions of the various agreements set forth above are for purpose of disclosure in accordance with the proxy and other disclosure rules of the SEC and shall not be controlling on any party; the actual terms of the agreements themselves determine the rights and obligations of the parties.

14

17

PENSION BENEFITS

The tables on the following page show the estimated annual retirement benefits payable to an executive officer of Northeast Utilities upon retirement, assuming that retirement occurs at age 65 and that the officer is at that time not only eligible for a pension benefit under the Northeast Utilities Service Company Retirement Plan (the Retirement Plan) but also eligible for either the make-whole benefit or the make-whole benefit plus the target benefit under the Supplemental Executive Retirement Plan for Officers of Northeast Utilities System Companies (the Supplemental Plan). The Supplemental Plan is a non-qualified pension plan providing supplemental retirement income to system officers. The make-whole benefit under the Supplemental Plan, available to all officers, makes up for benefits lost through application of certain tax code limitations on the benefits that may be provided under the Retirement Plan, and includes as “compensation” awards under the executive incentive plans and deferred compensation (as earned). The target benefit further supplements these benefits and is available to officers at the Senior Vice President level and higher who are selected by the Board of Trustees to participate in the target benefit and who remain in the employ of Northeast Utilities companies until at least age 60 (unless the Board of Trustees sets an earlier age).

 Under Mr. Morris’s Employment Agreement he received a special retirement benefit calculated by applying the benefit formula of the CMS Energy/ Consumers Energy Company (CMS) Supplemental Executive Retirement Plan to all compensation earned from the Northeast Utilities system (the Company)

Messrs. Shivery, Butler and to all service rendered to the CompanyForsgren and CMS.

     The other named executive officersMrs. Grisé are currently eligible for a make-whole plus a target benefit.

Mr. Forsgren’s Employment Agreement provides for supplemental pension benefits based on crediting up to ten years of additional service and providing payments equal to 25 percent of final average compensation (not to exceed 170 percent of highest average base compensation received in any 36 month period) for up to 15 years following retirement, reduced by four percentage points for each year that his ageBoguslawski is less than 65 years at retirement. In addition, if Mr. Forsgren retires after age 58, he will be eligible for athe make-whole plus abenefit but not the target benefit underbenefit. Mr. Schivley was not eligible to participate in the Supplemental Plan based on crediting three extra yearsbut he did participate in the Retirement Plan until his retirement. The amount of service, unreducedhis annual compensation covered by the Retirement Plan was limited by the IRS to $205,000 for early commencement.2004.

Mr. Shivery’s Employment Agreement provides for a special retirement benefit, following completion of five years of service with the Company (2007), consisting of the excess over benefits otherwise payable from the Retirement Plan and the Supplemental Plan needed to give him the equivalent of fully-vested benefits under the Retirement Plan and the Supplemental Plan calculated by adding three additional years to his actual service and utilizing an early commencement reduction factor of 2 percent per year for each year younger than age 65 at commencement, if better than the factors then in use under the Retirement Plan.

Mr. Forsgren’s Employment Agreement provides for supplemental pension benefits based on crediting additional service for the make-whole plus target benefit under the Supplemental Plan. Based on his age and service at retirement, Mr. Forsgren is eligible for a make-whole plus target benefit based on crediting 11.9 extra years of service, unreduced for early commencement. Mr. Forsgren’s employment agreement also provides for payments equal to 25 percent of final average compensation (not to exceed 170 percent of highest average base compensation received in any 36 month period) for up to 15 years following retirement, reduced by four percentage points for each year that his age is less than 65 years at retirement. Because Mr. Forsgren retired at the end of 2004 at the age of 58 years, 4 months, the amount of the supplemental 15-year annuity benefit provided will equal 18.3% of his final average compensation, which includes an average incentive of 70% of base pay.

Mr. Schivley’s employment agreement provides that upon retirement he will be entitled to receive a special retirement benefit calculated by applying the benefit formula of the CMS Energy / Consumers Energy Company (CMS) Supplemental Executive Retirement Plan as

18

Annual Benefit for Officers Eligible for Make-Whole Benefit

Annual Benefit for Officers Eligible for Make-Whole Plus Target Benefit

16

was in effect upon his date of hire by the Northeast Utilities System (the Company) to all compensation earned from the Company and to all service rendered to the Company and CMS; this benefit will be offset by benefits from the Retirement Plan and CMS.

ANNUAL BENEFIT FOR OFFICERS ELIGIBLE FOR MAKE-WHOLE BENEFIT

ANNUAL BENEFIT FOR OFFICERS ELIGIBLE FOR TARGET PLUS MAKE WHOLE BENEFIT

The benefits presented in the tables above are based on a straight life annuity beginning at age 65 and do not take into account any reduction for joint and survivorship annuity

19

payments. Final average compensation for purposes of calculating the target benefit is the highest average annual compensation of the participant during any 36 consecutive months compensation was earned. Final average compensation for purposes of calculating the make-whole benefit is the highest average annual compensation of the participant during any 60 consecutive months compensation was earned. Compensation for these benefits includes the annual salary and bonus shown in the Summary Compensation Table and, for the make-whole benefit for officers hired before November 2001, and for the target benefit for officers who were hired before November 2001 and eligible for the target benefit prior to October 2003, an amount that represents the annual value of target long term incentive compensation for 2002 and 2003.2001. Compensation for purposes of these benefits does not include employer matching contributions under the 401k Plan. In the event that an officer’s employment terminates because of disability, the retirement benefits shown above would be offset by the amount of any disability benefits payable to the recipient that are attributable to contributions made by Northeast Utilities and its subsidiaries under long term disability plans and policies.

 Mr. Morris was not eligible to participate in the Supplemental Plan, but he did participate in the Retirement Plan. The amount of his annual compensation covered by the Retirement Plan was limited by the IRS to $200,000 for 2003.

The compensation covered by the Supplemental Plan in 20032004 for Mr. Forsgren,Shivery, Mr. Shivery,Forsgren, Mrs. Grisé, Mr. Butler and Mr. ButlerBoguslawski was $1,871,931, $906,616, $1,169,601$999,380, $861,803, $877,038, $379,931 and $508,140,$291,692, respectively.

As of December 31, 2003,2004, the executive officers named in the Summary Compensation Table had approximatelyattained the following years of credited service for purposes of the Supplemental Plan: Mr. Shivery – 2, Mr. Forsgren — 7, Mr. Shivery — 1,– 8, Mrs. Grisé — 23,– 24, Mr. Butler – 8 and Mr. Butler — 7.Boguslawski – 27. Mr. MorrisSchivley had 25 years of service for purpose of his special retirement benefit. In addition,benefit and Mr. Forsgren had 1520 years of service for purposes of his supplemental pension benefit and would have 28 years of service for such purpose if he were to retire at age 65.benefit.

SECURITIES AUTHORIZED FOR ISSUANCE

The following table sets forth the number of common shares of Northeast Utilities issuable under the equity compensation plans of the Northeast Utilities System, as well as their weighted exercise price, in accordance with the rules of the Securities and Exchange Commission:

Note:

20

17

TRUSTEE COMPENSATION

Each Trustee who is not an employee of Northeast Utilities or its subsidiaries receives an annual retainer of $20,000 payable quarterly.retainer. The Chair of the Audit Committee is paid an additional annual retainer of $10,000, the Chair of the Compensation Committee is paid an additional annual retainer of $5,000,Lead Trustee and the Chairs of the Audit, Compensation, Corporate Affairs, Corporate Governance and Finance Committees are paid anreceive additional annual retainer of $4,000 ($3,750 in 2003), eachretainers. All retainers are payable quarterly. In additionThe following table sets forth the amounts of the retainers for 2004 and 2005:

Beginning on January 1, 2005, one-half of the value of the payments to the above compensation, Dr. KennanChairs of the Audit and Compensation Committees is paid an additional annual retainerpayable in the form of $50,000 ($40,000 in 2003) payable quarterly for the extra services performed as Lead Trustee.NU Common Shares.

A non-employee Trustee receives $1,500 and $1,250 ($1,000 prior to July 1, 2003) and $1,000in 2004) for each meeting attended of the Board or its Committees, respectively, or, for participation in a meeting by conference telephone, $1,000 for a Board meeting and $675$850 ($675 in 2004) for a Committee meeting. However, members of the Audit Committee will receive $1,000$1,250 for certain meetings held by conference telephone during 2004.2005.

A non-employee Trustee who is asked by either the Board of Trustees or the Chairman of the Board to perform extra Board-related services in the interest of the Northeast Utilities systemSystem may receive additional compensation of $750 per half-day ($1,000 per day prior to July 1, 2003) plus necessary expenses. When the spouses of Trustees are asked to attend functions of the Board, the Company’s pays for the travel-related expenses of the spouses that attend such functions. The payment of a Trustee’s spousal expenses is considered imputed income to the individual Trustee. In addition, the Company makes a gross-up payment to each such Trustee to cover the tax liability for the imputed income associated with the spousal expenses. The cumulative amount of such payments for 2004 was approximately $37,308.

In December 2003 the Board elected Dr. Kennan as interim Chairman of the Board and formed a Search Committee following Mr. Morris’s announced retirement. In January 2004, the Compensation Committee approved compensation for the interim Chairman of the Board and for members of the Search Committee. During her tenure as interim Chairman of the Board, which ended upon the election of Mr. Shivery as a Trustee and as Chairman of the Board, President and Chief Executive Officer on March 29, 2004, Dr. Kennan was paid $40,000 per month in lieu of all retainers and meeting fees, and Dr. Kennan received $20,000

21

additional compensation for extra services performed during December 2003. Members of the Search Committee (except for Dr. Kennan) received a one-time payment of $10,000, and the Chair of the Search Committee (Mr. Cordes) received a one-time payment of $20,000, in lieu of normal meeting fees for all meetings of the Search Committee held during the search for a new chief executive officer for the Company.

Under the terms of the Northeast Utilities Incentive Plan, each non-employee Trustee is also eligible for stock-based grants. During 2003, each non-employee Trustee received 2,000 common shares of Northeast Utilities, and was granted 1,000 restricted common shares under the Incentive Plan, which vested in March 2004, subject in each case to any deferral election in effect. In January 2004, Dr. Kennan was granted 5,000 restricted share units and each other non-employee Trustee was granted 3,000 restricted share units under the Incentive Plan. A portionSubject to any deferral election in effect, half of these units is subject to forfeiture ifwere paid as newly-issued shares in January 2005 and half will be paid as newly-issued shares in January 2009.

In January 2005, each non-employee Trustee was granted 3,000 restricted share units under the Incentive Plan. If a Trustee leaves the Board prior to January 10, 2005.2006, such Trustee will forfeit a pro rata portion of these units. Absent such a forfeiture, and subject to any deferral election in effect, half of these units will be paid as newly-issued shares in January 20052006 and half will be paid as newly-issued shares in January 2009.2010, whether or not such individual is then a Trustee.