8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

NSTAR

(Exact name of registrant as specified in its charter)

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 24, 2009

	Registrant, Address and Telephone Number
	NSTAR
	800 Boylston Street
	Boston, Massachusetts 02199
	Telephone (617) 424-2000
Commission File Number	State of Incorporation	I.R.S. Employer Identification No.
001-14768	Massachusetts	04-3466300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[     ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[     ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[     ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[     ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2009, NSTAR Chairman, President and CEO Thomas J. May announced the appointment by the NSTAR Board of Trustees of James S. DiStasio to the NSTAR Board.  Mr. DiStasio is a retired partner of Ernst & Young LLP, where he served for over 38 years, retiring in 2007 as the company’s Senior Vice Chairman and Chief Operating Officer of the Americas.  

Mr. DiStasio was appointed as a Class III Trustee with his term expiring at the Annual Meeting of Shareholders in 2011. Mr. DiStasio was also elected to NSTAR’s Audit, Finance and Risk Management Committee and NSTAR’s Executive Personnel Committee.  

A press release is attached hereto as Exhibit 99.1.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 24, 2009, the NSTAR Board of Trustees voted to amend NSTAR's Bylaws by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation.  The amended By-Laws of NSTAR are attached hereto as Exhibit 3.2.

Item 8.01.  Other Events

On September 24, 2009, the NSTAR Board of Trustees voted to amend the NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation.  The amended NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues are attached hereto as Exhibit 99.2

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

Number	Description of Exhibit
3.2	By-Laws of NSTAR as amended as of September 24, 2009.
99.1	Press Release dated September 24, 2009 and issued by the Registrant entitled “NSTAR Names New Trustee”
99.2	Amended NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues as of September 24, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NSTAR
		(Registrant)
Date: September 24, 2009	By:	/s/ R. J. WEAFER, JR.
		Robert J. Weafer, Jr.
		Vice President, Controller
		and Chief Accounting Officer

EX-3.2

Exhibit 3.2

BYLAWS

OF

NSTAR

Section 1.  DECLARATION OF TRUST

1.1

Declaration of Trust.  References herein to the Declaration of Trust shall apply to the Declaration of Trust establishing NSTAR (the "Company"), dated April 20, 1999, as the same shall be amended from time to time.  These Bylaws and all matters concerning the conduct and regulation of the business and affairs of the Company shall be subject to such provisions in regard thereto, if any, as are set forth in the Declaration of Trust as from time to time in effect.

Section 2.  TRUSTEES

2.1.  Nominations.  Nominations for the election of Trustees at an annual meeting may be made by the Trustees or a committee appointed by the Trustees or by any Shareholder entitled to vote generally in the election of Trustees; however, any Shareholder entitled to vote generally in the election of Trustees may nominate one or more persons for election as Trustees at an annual meeting only if written notice of such Shareholder’s intent to make such nomination or nominations has been given, postage prepaid, to the clerk not later than forty-five days prior to the anniversary of the date of the immediately preceding annual meeting.  Each such notice shall set forth: (a) the name and address of the Shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the Shareholder is a holder of record of the Company entitled to vote at such meeting and intends to a ppear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the Shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Shareholder; (d) such other information regarding each nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (e) the consent of each nominee to serve as a Trustee if so elected and (f) a statement whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Trustees, in accordance with t he  Trustees’ Policy on Trustee Elections as set forth in the NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues.  The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

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2.2   Action by Trustees.  The action of the Trustees in respect of any matter shall be by vote passed by the Trustees at a meeting or by a written vote without a meeting (with or without notice to the other Trustees) signed by at least a majority of the Trustees.  

2.3. Regular Meetings.  Regular meetings of the Trustees may be held at such places and at such times as the Trustees may by vote from time to time determine, and if so determined no notice thereof need be given, provided, however, that notice of the first regular meeting following any such determination shall be given to absent Trustees.  A regular meeting of the Trustees may be held without notice immediately after and at the same place as the annual meeting of the Shareholders or a special meeting of the Shareholders held in lieu of such annual meeting.  

2.4.  Special Meetings.  A special meeting of the Trustees may be held at any time and at any place when called by the chairman, president, clerk or three or more Trustees, by giving to each of the Trustees reasonable notice thereof.  

2.5.  Notice.  Without implied limitation, a notice thereof, mailed prepaid, addressed to any Trustee, at his or her usual address, and posted in the City of Boston, or where the principal office of the Company is situated, at least forty-eight (48) hours before such meeting, or a notice given by telephone or telefax at least twenty-four (24) hours before such meeting, shall be deemed sufficient notice to such Trustee, whether the same be received by him or her or not.  It shall not be necessary to give notice of any such meeting to any Trustee who is present at the meeting, or who executes, before or after the meeting, a written waiver of such notice; and if under the foregoing provisions there is no Trustee to whom notice of a meeting need be given, such meeting may be held without call at any time and at any place.

2.6.  Minutes of Meetings.  The Trustees shall cause to be kept minutes of all meetings of the Trustees and minutes of all meetings of the Shareholders, and all such minutes, if signed or certified by the clerk or any assistant or temporary clerk, shall be conclusive evidence of the matters therein stated.

2.7.  Presence Through Communications Equipment.  Unless otherwise prohibited by law, members of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

2.8.   Committees.  The Trustees shall, by a vote of the majority of the Trustees then in office, elect from their number an executive committee which shall include the chairman of the Trustees, if any, and the president, and which shall have and exercise all powers of the Trustees which may lawfully be delegated in the intervals between the meetings of the Trustees.  The Trustees may also from time to time appoint such other committees, consisting of one or more Trustees, as the Trustees may determine, and such committees shall have such powers as shall be specified by vote of the Trustees.  Except as the Trustees may otherwise determine, any such

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committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by the Declaration of Trust for the conduct of business by the Trustees.

Section 3.  OFFICERS AND AGENTS

3.1.  Enumeration; Qualification.  The officers of the Company shall be a president, a treasurer and a clerk and any other officers, including a chairman of the Trustees, as the Trustees may from time to time in their discretion elect or appoint.  The Trustees may likewise from time to time appoint or employ or authorize the appointment or employment of agents, employees or representatives of the Company, may fix their compensation, term of employment, duties and powers, or authorize the same to be fixed, and may remove them or terminate their employment or authorize the same to be done.  The clerk shall be a resident of Massachusetts unless the Company has a resident agent appointed for the purpose of service of process.  Any action taken and any obligations entered into by such officers or agents on behalf of the Company pursuant to authority granted to them shall be binding upon the Trust estate. Th e Trustees may fix the compensation and duties and powers of the officers or authorize the same to be fixed.  Any officer may be but need not be a Shareholder or Trustee and any two or more offices may be held by the same person.  Any officer may be required by the Trustees to give bond for the faithful performance of his or her duties to the Company in such amounts and with such sureties as the Trustees may determine.

3.2  Resignation and Removals.  Any officer may resign at any time by delivering his or her resignation in writing to the chairman of the Trustees, if any, the president, the treasurer or the clerk or to a meeting of the Trustees.  Such resignation shall be effective upon its receipt unless specified to be effective at some other time.  The Trustees may remove any officer elected or appointed by them with or without cause by the vote of a majority of the Trustees then in office.  An officer may be removed for cause only after reasonable notice and

opportunity to be heard before the Trustees.  Except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the Company, no officer resigning or removed shall have any right to any compensation as such officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless  the Trustees shall in their discretion provide for compensation.

3.3.  Powers.    Subject to law, to the Declaration of Trust, and the other provisions of these Bylaws, unless and until the Trustees otherwise determine, the several officers shall have the authority and perform the duties usually incident to their respective offices in the case of corporations and such other duties and powers as the Trustees may from time to time designation.

3.4.  Election.  The chairman of the Trustees, if any, and the president, treasurer and clerk shall be elected annually by the Trustees at their first meeting following the annual meeting of the

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Shareholders.  Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time.  If the office of the president or the treasurer or clerk becomes vacant, the Trustees may elect a successor by vote of a majority of the Trustees then in office.  If the office of any other officer becomes vacant, the Trustees may elect a successor by vote of a majority of the Trustees present. Each such successor shall hold office until his or her successor is chosen and qualified, or until such officer sooner dies, resigns, is removed or becomes disqualified.

3.5.  Tenure.   The chairman of the trustees, the president, the treasurer and the clerk shall continue in office until the first meeting of the Trustees following the next succeeding annual meeting of the Shareholders or the special meeting of the Shareholders held in lieu of such annual meeting, and until his or her successor, if any, is chosen and qualified, and other officers shall hold office until any such officer sooner dies, resigns, is removed or becomes disqualified.  Each agent shall retain his or her authority at the pleasure of the Trustees.  

3.6.  Chief Executive Officer, Chairman of the Trustees, President and Vice Presidents.  The Trustees shall designate either the chairman of the Trustees or the president as the chief executive officer of the Company who shall have general charge and supervision of the business of the Company, subject to the control of the Trustees.  

The president, if not designated as the chief executive officer, and any vice presidents shall have the duties and powers as shall be designated by the Trustees from time to time or by the chief executive officer of the Company.

3.7.  Treasurer and Assistant Treasurers.  Except as the Trustees shall otherwise determine, the treasurer shall be in charge of the Company's funds and valuable papers, books of account and accounting records and shall have such other duties and powers as may be designated from time to time by the Trustees or by the chief executive officer of the Company.

Any assistant treasurer shall have such duties and powers as shall be designated from time to time by the Trustees or the chief executive officer of the Company.  

3.8.  Clerk and Assistant Clerks.  The clerk shall record all proceedings of the Shareholders in a book or series of books to be kept therefor, which book or books shall be kept in the principal office of the Company or at the office of its transfer agent or of its clerk and shall be open at all reasonable times to the inspection of any Shareholder.  In the absence of the clerk from any meeting of Shareholders, an assistant clerk, or if there be none or the assistant clerk be absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof in the aforesaid book.  Unless a transfer agent has been appointed, the clerk shall keep or cause to be kept the stock and transfer records of the Company, which shall contain the names and record addresses of all the Shareholders and the amount of stock held by each.  The clerk shall keep a true record of the proceedings of all meetings of the Trustees and in the c lerk's absence from any such meeting an assistant clerk, or if there be none or the assistant clerk is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof.

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Any assistant clerk shall have such duties and powers as shall be designated from time to time by the Trustees or the chief executive officer of the Company.

Section 4.  CAPITAL STOCK

4.1.  Stock Certificates. Every Shareholder shall be entitled to receive a certificate or certificates specifying the number and kind of shares held by such Shareholder, with such description, if any, as may be necessary to distinguish them from other shares to which different rights are attached.  Such certificates shall be signed by the chairman, the president or a vice president and by the treasurer or an assistant treasurer of the Company and countersigned by the transfer agent, if any, and registered by or on behalf of the Trustees or by a registrar, if any, and a notation of such registration shall be endorsed thereon.  Such signatures may be facsimiles if the certificate is signed by a transfer agent or by a registrar other than a Trustee, officer or employee of the Company.  Even though any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer befor e such certificate is issued, such certificate may nevertheless be issued by the Company.

Notwithstanding the foregoing, in lieu of issuing share certificates, the Trustees or the transfer agent may either issue receipts therefor or keep accounts upon the books of the Company for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

4.2.  Lost, Stolen or Destroyed Share Certificates.  In the event the Trustees authorized the issuance of share certificates, subject to Section 4.1, a new certificate may be issued to replace any certificate previously issued, on satisfactory evidence that the certificate previously issued has been worn out, mutilated, lost or destroyed and on such terms, if any, as to indemnity and otherwise, as the Trustees shall deem proper.

Section 5.  COMMON SEAL

The seal of the Company shall, subject to alteration by the Trustees, consist of a flat-faced circular die with the word "Massachusetts," together with the name of the trust and its year of organization, cut or engraved thereon.

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Section 6.  EXECUTION OF PAPERS

Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed on behalf of the Company shall be signed by the chairman of the Trustees, if any, or by the president or by one or more of the vice presidents or the treasurer.

Section 7.  FISCAL YEAR

Until the Trustees shall change it, the fiscal year shall end on the last day of December in each year.

Section 8.  CONTROL SHARE ACQUISITIONS

The provisions of Massachusetts General Laws Chapter 110D as in effect from time to time shall not apply to control share acquisitions of the Company.

Section 9.  AMENDMENTS

These Bylaws may be altered, amended or repealed by vote of the majority of the Trustees then in office, except with respect to any provision which by law or by a provision of the Declaration of Trust requires action by the Shareholders.

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EX-99.1

Exhibit 99.1

For Immediate Release

For more information:

Caroline Allen:

(617) 424-2460

Michael Durand:

(508) 441-5831

Evening and weekends:

(617) 541-7888

NSTAR Names New Trustee

(BOSTON - September 24, 2009)  NSTAR Chairman, President and CEO Thomas J. May today announced the appointment by the NSTAR Board of Trustees of James S. DiStasio to the NSTAR Board.  Jim is a retired partner of Ernst & Young LLP, where he served for over 38 years, retiring in 2007 as the company’s Senior Vice Chairman and Chief Operating Officer of the Americas.  

Jim is an active and past member of several boards including the United Way of Massachusetts Bay, serving as Campaign Chairman for the 1998 United Way Campaign; Chairman of the Board of Trustees of Catholic Charities of Boston; Chairman of the Massachusetts Business Roundtable; and Chairman of the Corporate Advisory Committee of the Museum of Fine Arts, Boston, where he served as an Overseer.  He served as a trustee of both the Boston Public Library Foundation and the Wang Center for the Performing Arts.  Jim was also a member of the Advisory Board of the Carroll School of Management at Boston College.

“Jim DiStasio’s financial background and demonstrated business leadership make him an ideal fit for the NSTAR Board of Trustees,” May said.  “We are confident that his contributions will help NSTAR continue its position as a leading energy provider in Massachusetts and we are proud to have him join our board.”

Jim and his wife, Janice, have been married for 36 years and reside in Westwood, Massachusetts.  They are the parents of six children and have one grandson.

NSTAR is the largest Massachusetts-based, investor-owned electric and gas utility.  The company transmits and delivers electricity and natural gas to 1.4 million customers in Eastern and Central Massachusetts, including more than one million electric customers in 81 communities and 300,000 gas customers in 51 communities.  For more information, visit www.nstar.com.

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EX-99.2

Exhibit 99.2

NSTAR BOARD OF TRUSTEES GUIDELINES

ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

A.

BOARD COMPOSITION

1.

Size of the Board

Our general expectation is that the Board will consist of approximately 10 to 12 trustees, although we periodically review the appropriate size of the Board in view of the Company’s objectives.  We believe that the Board should neither be too small to maintain the needed expertise and independence nor too large to be efficiently functional.

2.

Mix of Inside and Outside Trustees

The Company complies with the SEC and New York Stock Exchange requirements for independent trustees and believes that there should be a substantial majority of independent trustees on the Board.  The Board is willing to have members of management, in addition to the Chief Executive Officer, and other individuals who may not meet the definition of Independent Trustee in Section 3 below, serve as trustees.

3.

Board Definition of What Constitutes Independence for Outside Trustees

The term “Independent Trustee” shall mean a trustee who

(1) does not receive, and in the previous three years has not received, and has no immediate family member (as defined in the NYSE  Listing Standards) who receives or in the past  three  years has received, more than $100,000 per year in direct compensation from the Company or any of its subsidiaries or affiliates, other than trustee and committee fees and pension or other forms of deferred compensation for prior services, provided such compensation is not dependent in any way on continued service

(2) is not, and in the previous three years has not been, an employee of the Company and has no immediate family member who is or was in the past three years an executive officer of the Company.

(3) is not, and in the previous three years has not been, affiliated with or employed by a present or former auditor of the Company and had no immediate family member who in the previous three years has been employed in a professional capacity with such present or former auditor

(4) is not, and in the previous three years has not been, and has no immediate family member who is or in the previous three years has been, part of an interlocking directorate in which an executive officer of the Company or any of its subsidiaries or affiliates serves on the compensation committee of another company which such trustee or immediate family member serves as an executive officer

(5) does not have, and in the previous three years has not had, and has no immediate family member that has or has had within the previous three years, a “Material Relationship” with the Company.  The following relationships, either individually or as a director, executive officer, employee or general partner with, or significant equity holder , in excess of five percent) of, a company or a firm, shall be considered Material Relationships:  (i) a customer or supplier of the Company or its subsidiaries where the amount of compensation paid to or received from such customer or supplier, exceeds the greater of $1 million  or 2% of such customer’s  or supplier’s consolidated gross revenues; or (ii) is a tax-exempt entity that receives contributions from the Company or its subsidiaries during a calendar year in excess of the greater of $1 million or 2% of the total donations r eceived by such entity.  In the case of an immediate family member of a trustee, where the only relationship with such company or firm is that of an employee, such relationship shall not be considered material.  

The Board of Trustees shall have the exclusive right and power to interpret and apply the provisions of this standard including, without limitation, the adoption of written definitions of terms used in and guidelines for the application of this standard.

In addition to the above referenced requirements, the members of the Audit, Finance and Risk Management Committee may not receive, directly or indirectly, any fees from the Company other than compensation as a member of the Board of Trustees and any Board Committee as described below under “Board Compensation Policy” and may not be otherwise affiliated with the Company as that term is defined in the SEC’s Exchange Act Rule 10A-3(e)(1)(i).

It is the policy of the Board of Trustees that the composition of the Board shall at all times adhere to the standards of independence promulgated by the SEC and the NYSE.  Compliance with the definition of independence is reviewed annually by the Board Governance and Nominating Committee.

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4.

Board Membership Criteria

The Board Governance and Nominating Committee is responsible for reviewing with the Board from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board.  This assessment should include issues of diversity, age, skills such as accounting and finance, management, leadership and corporate governance, and an understanding of the energy, utility, and other customer-sensitive industries – all in the context of an assessment of the perceived needs of the Board at that point in time.  We also require that our Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on our behalf, including attendance at Board and applicable Committee meetings.  In this respect, absent unusual circumstances, we believe that trustees with full-time jobs should not serve on more than four public company boards of directors/trustees, including the Company’s Board.  

5.

Selection of New Trustee Candidates

The Board is responsible for selecting its own members for election by the shareholders or appointment by the Board.  The Board delegates the process for identifying and reviewing candidates for trustee positions to the Board Governance and Nominating Committee.  Procedures for nominations for trustee by Shareholders are contained in the Company’s Bylaws and are disclosed in the Company’s proxy statement.

6.

Selection of Chairman; Presiding Trustee

The Bylaws of the Company currently provide that either the Chief Executive Officer or the President shall be the Chairman of the Board.  This Bylaw provision can be amended by the Board if it determines to separate the office of the Chairman and the Chief Executive Officer.  The Board does not have a fixed policy on whether or not the roles of Chief Executive Officer and Chairman should be separate.  The Board believes that this issue is part of the succession planning process and that it is in the best interest of the Company for the Board to make this determination when it elects a new Chief Executive Officer or at such other times that it believes is best for the Company at a given point in time.

A Presiding Trustee shall be elected annually by the independent Trustees following a recommendation which shall be made by the Board Governance and Nominating Committee.  The Presiding Trustee’s duties shall include presiding at all executive sessions of the Board, chairing Board meetings in the absence of the Chairman of the Board, coordinating communications among Board members and between the Board and the Chief Executive Officer, being available to consult with the Chief Executive Officer on Board concerns, and performing such other duties as the Board deems appropriate.  The Presiding Trustee shall be an independent Trustee who is a senior member of the Board.    

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7.

Trustees Who Change Their Present Job Responsibility

Individuals who retire or change from the position they held when they came to the Board should volunteer to resign from the Board.  If the Chief Executive Officer resigns from that position, he also should offer to resign from the Board.  The Board does not believe that trustees who retire or change from the position they held when they came on the Board, including a resigning Chief Executive Officer, should necessarily leave the Board.  There should, however, be an opportunity for the Board, via the Board Governance and Nominating Committee, to review the continued appropriateness of Board membership under these circumstances.

8.

Policy on Trustee Elections

A Trustee who fails to receive the required number of votes for re-election in accordance with the Declaration of Trust shall offer to resign.  In addition, the Trustee whose resignation is under consideration shall abstain from participating in any decision regarding that resignation.  The Board Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Trustee’s resignation.  The Board shall publicly disclose its decision regarding the resignation within ninety (90) days after the results of the election are certified.  If the resignation is not accepted, the Trustee will continue to serve until his or her term expires and until the Trustee’s successor is elected and qualified.

The Board shall nominate for election or re-election as Trustees only candidates who agree to tender, following the annual meeting at which they are elected or re-elected as Trustees, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they are nominated for re-election and (ii) Board acceptance of such resignation.  In addition, the Board shall fill Trustee vacancies and new Trusteeships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other Trustees in accordance with this Guideline.

9.

Term Limits

The Board does not believe it should establish term limits.  Term limits hold the substantial disadvantage of losing the contribution of trustees who over time have developed increasing insight into the Company and its operations and special regulatory environment, and therefore provide an increasing contribution to the Board as a whole.

The Board Governance and Nominating Committee, in consultation with the Chief Executive Officer and the Chairman of the Board, will review each trustee's continuation on the Board every three years.  

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10.

Retirement Policy

The Board has adopted a retirement policy for trustees.  Under the policy, trustees, other than the Chief Executive Officer, who are also employees of the Company retire from the Board at the same time they retire from employment with the Company.  Trustees who are not employees of the Company or who have served as the Chief Executive Officer retire from the Board at the Annual Meeting of Shareholders following their 72^nd  birthday.

11.

Board Compensation Policy

It is appropriate for the management of the Company to report from time to time to the Board Governance and Nominating Committee on the status of Board compensation in relation to other comparable U.S. companies and other similarly situated electric and gas distribution utilities.  The Board Governance and Nominating Committee recommends any changes in Board compensation, but with full discussion and approval by the Board.  It is the policy of the Board that a significant portion of trustee compensation should be in the form of stock or stock-based instruments.

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12.

Trustee Orientation and Continuing Education

The Board has an orientation and continuing education process for trustees consisting of background written material, meetings with and presentations by senior management, tours of key facilities and training on their fiduciary responsibilities and liabilities.  

12.

Trustee Stock Ownership Guidelines

Trustees are required to own NSTAR common shares with a value equal to at least $150,000, generally within five years of being elected to the Board.

B.

BOARD MEETINGS

1.

Scheduling and Selection of Agenda Items for Board Meetings

The schedule for meetings of the Board is approved typically at the October Board meeting for the following year.  Additional meetings may be called at such times as are needed in order to address any special needs.

The Chairman of the Board and the Secretary of the Company draft the agenda for each Board meeting and distribute it in advance to the Board.  Each Board member is free to suggest to the Chairman the inclusion of additional matters on the agenda, to raise matters at any Board meeting that are not on the agenda and to request the presence of or a report by any member of management.

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2.

Board Material and Board Presentations

Information and data that is important to the Board's understanding of the business and matters to be considered at the meeting is generally distributed in writing to the Board during the week before the Board meets.

As a general rule, materials on specific subjects should be sent to the Board members in advance so that the trustees will be prepared to discuss questions that the Board has about the material.  

The Board encourages presentation by managers at Board Meetings who can provide additional insight into the items being discussed because of personal involvement in these areas.  In addition, the Board believes that managers with future potential should be given exposure to the Board.

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1.

Participation in Board Meetings

Board members are expected to prepare for, attend, and participate in all Board and applicable Committee meetings.  Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a trustee.  Absent compelling and stated reasons, trustees who attend fewer than 75 percent of Board and Committee meetings for two consecutive years should not be renominated.

4.

Access to Management and Advisors

Each trustee will have complete access to any member of senior management and to outside advisors.  It is expected that any such contact will be coordinated through the Chief Executive Officer and that each trustee will use judgment to assure that such access is not distracting or detrimental to the business operation of the Company.  It is also expected that any written contact be copied to the Chief Executive Officer.

5.

Meetings of the Non-Management Trustees

The Board's policy is to have a separate meeting time for the non-management trustees regularly scheduled at least twice a year during the regularly scheduled Board meetings.  At meetings of the non-management trustees, the non-management trustees will designate a chair/presiding trustee for each meeting.  The chair/presiding trustee duties shall be rotated among the members of the Executive Committee, and a written report shall be made by the chair/presiding trustee to all Board members following such meetings.

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C.

BOARD COMMITTEES

1.

Number of Committees

The Board will establish committees from time to time to facilitate and assist in the execution of its responsibilities.  These committees shall generally address issues that, because of their complexity and technical nature, level of detail and time requirements or because of proper corporate governance principles cannot be adequately addressed at larger board meetings.

The current Committees are Audit, Finance and Risk Management; Executive Personnel; Board Governance and Nominating; and Executive.  The Company complies with all requirements of the New York Stock Exchange relating to the constitution of key committees of the Board, including requirements relating to the independence and expertise of Committee members.  

Each Committee shall have a written charter of responsibilities and authorities that shall be periodically reviewed by the Board.  We have made the charter for each of our Executive Personnel Committee, Audit, Finance and Risk Management Committee and Board Governance and Nominating Committee publicly available on our web site for review by our shareholders.

2.

Assignment and Term of Service of Committee Members

The Board is responsible for the appointment of Committee members and Committee Chairs, in consultation with individual members and taking into account the suggestions of the Chairman and the Board Governance and Nominating Committee.

3.

Frequency and Length of Committee Meetings and Committee Agenda

The Chairman, in consultation with the Committee Chairs and appropriate members of management, will determine the frequency and length of the Committee meetings and develop the Committee's agendas.  Reports shall be given by each Committee Chair at the Board’s meeting following the Committee meetings.  The agendas and meeting minutes of the Committees will also be shared with the full Board.

D.

BOARD AND MANAGEMENT REVIEW AND RESPONSIBILITY

1.

Evaluation of Chief Executive Officer

The non-management trustees, under the leadership of the Chair of the Executive Personnel Committee, shall make an evaluation of the Chief Executive Officer annually,

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and the evaluation shall be communicated to the Chief Executive Officer by the Chair of the Executive Personnel Committee.

The evaluation should be based on clearly articulated criteria, including achievement of the business objectives, accomplishment of performance goals, development of senior management and such other criteria that the trustees deem appropriate.

2.

Succession Planning and Management Development

The Chairman reviews succession planning and management development with the Executive Personnel Committee and the Board on a periodic basis.

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1.

Board Interaction with Institutional Investors, Press, Customers, Etc.

The Board believes that management speaks for the Company.  Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with the knowledge of management and, in most instances, at the request of management.

4.

Assessing The Board's Performance

The Board Governance and Nominating Committee is responsible to report annually to the Board an assessment of the Board's performance.  If the Board Governance and Nominating Committee so desires, it may be assisted by an outside consultant in making its assessment of the Board's performance.  This will be discussed with the full Board.

The assessment should be of the Board's contribution as a whole and specifically review areas in which the Board or management believe a better contribution could be made.

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