Exhibit 10.4.1
EXECUTIVE RETIREMENT PLAN
AGREEMENT
AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 2008
This Agreement,
dated as of the 24 th day of December, 2008, is by
and between NSTAR (the “Company”) and Werner J.
Schweiger (the “Executive”).
Whereas, the Executive was elected
Senior Vice President – Operations of the Company and became
an employee of NSTAR Electric & Gas Corporation effective
February 25, 2002.
Whereas, the Company and the
Executive entered into an Executive Retirement Plan Agreement
effective February 25, 2002;
Whereas, the Company and the
Executive desire to amend such Agreement to reflect certain changes
made to the NSTAR Supplemental Executive Retirement Plan (the
“NSTAR SERP”) in connection with Section 409A of
the Internal Revenue Code of 1986, as amended;
Whereas, the Board of Trustees of
the Company has authorized the execution of an amended and restated
Executive Retirement Plan Agreement between the Company and the
Executive consistent with the terms of this Agreement.
Now, therefore, the Company and the
Executive do hereby agree that the Executive shall have the rights
and benefits set forth in the NSTAR SERP as amended and restated
effective January 1, 2008, which is comprised of the 409A Plan
and the Grandfathered Plan (as defined therein) and a copy of which
is se