Filed by Northeast Utilities Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-6

Under the Securities Exchange Act of 1934

Subject Company: NSTAR

Commission File No.: 333-170754

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Transition Work Begins, Functional Integration Team Leaders Named

Preliminary meetings with Functional Integration Team (FIT) leaders were held last week at both NU and NSTAR offices to begin the necessary work for Day One at the post-closing company. Discussions were held about tasks and schedules, with direction about expectations for the work that will need to occur over the next several months. FIT leaders will work to prepare the post-close company for Day One and our position for the future.

FIT leaders will work with named senior officers for the post-closing company and as necessary will draw upon the expertise of subject matter experts within their assigned areas.

Team members, joined by Chuck Shivery, Tom May and the named senior officers for the post-closing company, will come together for the first time on February 3 and 4 at NU’s offices in Berlin, CT. The FIT team leaders will continue to meet for several days each week, rotating between Berlin and Westwood, MA.

On Monday of this week, the named officers for the post-closing company met to discuss integration planning and over the next few days all current officers from both companies will meet for a briefing with the Project Management Office.

 

Team

Legal

Human Resources

Finance

Accounting

Administration and Shared Services

Information Technology

Northeast Utilities

Duncan MacKay Deputy General Counsel

Dona Cassella Director, Human Resources

Sue Weber Assistant Treasurer, Finance

Tim Griffin Assistant Controller, Corporate Budgeting and Reporting

Beth Maldonado Director, Purchasing

Al Pollock Executive Director, IT

NSTAR

Joe Lanzel Director, Strategic Planning

Marzie Gans Manager, Human Resources

Phil Lembo VP & Treasurer

John Moreira Director, Investor Relations and Financial Reporting

Ellen Angley VP, Energy Supply and Supply Chain Management

Kathy Kountze- Tatum VP, Information Systems & CIO

 

Team		Customer Services		Corporate Relations		Transmission		Electric Distribution		Gas Operations
Northeast Utilities		Kevin Charette Director, Customer Experience Support		Marie van Luling VP, Communications		Al Schindler Director, Enterprise Planning and Development		Dana Louth VP, Asset Strategy		Mark Andrukiewicz VP, Operations
NSTAR		Penni Conner VP, Customer Care		Margaret Norton Director, Corporate Communications		Bob Clarke Director, Transmission Business Strategy		Steve Sullivan Director, Planning, Scheduling and Contract Management		Tom Hart Director, Gas Engineering

 

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What Wall Street Is Saying
Wall Street has had a lot of positive comments about our proposed merger. Here are just a couple…
“… the transaction makes inherent sense to us and we believe it should be viewed positively for longer-term investors.”…   Dan Fidell, Brean Murray Carret		“… We believe that the combined entity will maintain an attractive dividend that we see rising over time, a lower risk profile compared to its electric utility peers, and a strong earnings growth outlook.”…   Mark Barrett, Morningstar

 

 

Answers to Your Questions About the Merger

I understand that this merger isn’t about layoffs, but will there be an early retirement package?

No, there are no plans for an early retirement package or a broad-based severance package.

I’ve heard the term “PMO,” what does this mean?

The term PMO stands for Project Management Office, led by David McHale working with Jean LaVecchia and Shirley Payne (NU), along with Jim Judge and Chris Carmody (NSTAR) to oversee the integration process. Oliver Wyman, an outside consulting firm tasked with supporting the integration, will work with the PMO, as well as FIT leaders and others preparing for Day One.

 

 

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Information Concerning Forward-Looking Statements

In addition to historical information, this communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the proposed merger include, but are not limited to: statements about the benefits of the proposed merger involving NSTAR and Northeast Utilities, including future financial and operating results; NSTAR’s and Northeast Utilities’ plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the merger that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the proposed merger, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite NSTAR and Northeast Utilities shareholder approvals; the risk that NSTAR or Northeast Utilities may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus that is included in the definitive proxy statement that was filed by NSTAR with the SEC on January 5, 2011 and the Registration Statement on Form S-4 (Registration No. 333-170754) that was filed by Northeast Utilities with the SEC in connection with the merger. Additional risks and uncertainties are identified and discussed in NSTAR’s and Northeast Utilities’ reports filed with the SEC and available at the SEC’s website at www.sec.gov. Forward-looking statements included in this document speak only as of the date of this document. Neither NSTAR nor Northeast Utilities undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this document.

Additional Information and Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger between Northeast Utilities and NSTAR, Northeast Utilities filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-170754) that includes a joint proxy statement of Northeast Utilities and NSTAR that also constitutes a prospectus of Northeast Utilities. Northeast Utilities and NSTAR first mailed the definitive joint proxy statement/prospectus to their respective shareholders, on or about January 5, 2011. Northeast Utilities and NSTAR urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger, as well as other documents filed with the SEC, because they contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Northeast Utilities’ website (www.nu.com) under the tab “Investors” and then under the heading “Financial/SEC Reports.” You may also obtain these documents, free of charge, from NSTAR’s website (www.nstar.com) under the tab “Investor Relations.”