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Exhibit
99.2
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| REGISTERED |
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REGISTERED |
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| No.
R-1 |
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PRINCIPAL AMOUNT: $300,000,000 |
| CUSIP:
67021C AE7 |
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STATED MATURITY: November 15, 2017 |
| ISIN No.
US67021CAE75 |
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INTEREST PAYMENT |
| REGISTERED
OWNER: Cede & Co. |
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DATES: May 15 and November 15 |
NSTAR ELECTRIC
COMPANY
5.625% DEBENTURE DUE
2017
THIS SECURITY IS A REGISTERED
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR
A NOMINEE THEREOF.
Unless this Security is
presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to NSTAR
ELECTRIC COMPANY or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (the
“Registered Owner”) (and any payment is made to
Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
NSTAR ELECTRIC COMPANY, a
corporation duly organized and validly existing under the laws of
The Commonwealth of Massachusetts (herein called the
“Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to the Registered Owner, or
registered assigns, the principal amount specified in the title of
this security (the “Principal Amount”) on the Stated
Maturity, except to the extent redeemed prior to the Stated
Maturity, and to pay interest on said principal sum semiannually on
each Interest Payment Date, commencing May 15, 2008, at the
rate per annum specified in the title of this Security, from
November 15 or May 15, as the case may be, next preceding
the date of this Security to which interest has been paid unless
the date hereof is a date to which interest has been paid, in which
case from the date of this Security, or unless no interest has been
paid on this Security, in which case from the date of initial
issuance until payment of said principal sum has been made or duly
provided for and at such rate on any overdue principal and premium
and (to the extent that the payment of such interest shall be
legally enforceable) on any overdue installment of interest. If any
Interest Payment Date falls on a day that is not a Business Day,
the interest payment will be made on the next Business Day, but
will deem that payment was made on the date that payment was due.
No interest will accrue on
the amount payable for the period from
the actual payment date to such next Business Day. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, except as otherwise provided in said Indenture,
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
November 1 or May 1, as the case may be, next preceding
such November 15 or May 15. The principal of (and
premium, if any) and interest on this Security are payable in such
coin or currency of the United States of America as at the time
payment is legal tender for payment of public and private debts, at
the office or agency of The Bank of New York Trust Company, N. A.
(hereinafter called the “Indenture Trustee,” which term
includes any successor Indenture Trustee under the Indenture), as
Indenture Trustee and Paying Agent, located at 101 Barclay Street,
New York, New York 10286, or at such other office as the Indenture
Trustee shall designate by written notice to the Registered Owner
of this Security; provided that interest shall be paid by wire
transfer in immediately available funds to an account located in
the United States of America as the registered Holder hereof shall
designate to the Indenture Trustee in writing at least 15 business
days prior to such Interest Payment Date. Any interest not
punctually paid or duly provided for shall be payable as provided
in the Indenture.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS, INCLUDING THE OPTIONAL REDEMPTION
PROVISIONS, OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE. UNLESS THE CERTIFICATE OF
AUTHENTICATION HEREON HAS BEEN EXECUTED BY THE TRUSTEE BY MANUAL
SIGNATURE, THIS SECURITY SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER
THE INDENTURE, OR BE VALID OR OBLIGATORY FOR ANY
PURPOSE.
-2-
IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its
seal.
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NSTAR ELECTRIC COMPANY |
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| Dated:
November 19, 2007 |
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By: |
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Title: |
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| [SEAL] |
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Attest: |
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Title: |
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Secretary |
INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.
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| THE BANK OF NEW YORK TRUST COMPANY, N. A. |
| as Indenture Trustee |
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| By: |
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Authorized Signatory |
-3-
(Reverse of
Security)
This Security is one of a
duly authorized issue of securities of the Company (herein called
the “Securities”) issued under the Indenture, dated as
of September 1, 1988, as supplemented, between the Company and
The Bank of New York Trust Company, N. A. (formerly Bank of
Montreal Trust Company), as Indenture Trustee, to which Indenture
and all other indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the
Company, the Indenture Trustee and the Holders of the Securities
and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series
designated as the 5.625% Debentures due November 15,
2017.
The Securities are
redeemable, in whole or in part, at the Company’s option at
any time. The redemption price for the Securities to be redeemed
will equal the greater of the following amounts, plus, in each
case, accrued interest thereon to the redemption date:
(i) 100% of the principal amount of the Securities to be
redeemed and (ii) as determined by the Quotation Agent (as
defined herein), the sum of the present values of the remaining
scheduled payments of principal and
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