Exhibit
10.12.2
SECOND
AMENDMENT
TO
TRUST AGREEMENT
UNDER
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
WHEREAS,
Northeast Utilities
Service Company (the "Company") and Bank of
America, N.A. as successor
to Fleet National Bank (the "Trustee")
are parties to the Trust
Agreement under
Supplemental Executive Retirement Plan, effective as of May 2, 1994
(the
"Trust Agreement"),
which trust is a grantor trust that provides some or all of the
benefits due
under Supplemental
Executive Retirement Plan for Officers of Northeast Utilities
System
Companies;
and
WHEREAS,
Section
12 of the Trust Agreement permits the
Company and the Trustee to
amend the Trust
Agreement; and
WHEREAS,
it is desired to amend
the Trust Agreement as set forth herein;
NOW THEREFORE, BE
IT RESOLVED, that the Trust Agreement
is hereby
amended, effective as of
November 12, 2008, as follows:
1.
The preamble to the
Trust Agreement is amended to substitute Bank of America,
N.A.
as successor to Fleet
National Bank, as the Trustee.
2. Section 2 of the
Trust Agreement is hereby amended to add the following
subparagraph
(d):
"(d) The Company shall
provide the Trustee with certified copies of the Plan and
all
amendments thereto,
promptly upon their adoption. After the execution of this
Trust
Agreement, the Company
shall promptly file with the Trustee a certified list of the
names
and specimen signatures
of the Treasurer of the Company, the Senior Vice President
and
Chief Financial Officer
of the Company, any Assistant Treasurer and the Director
Investment
Management of the
Company (collectively, the "Authorized Party" or
"Authorized Parties").
The Company
