NSTAR TRUSTEES' DEFERRED PLAN

Exhibit 10.10.1

NSTAR

TRUSTEES’ DEFERRED PLAN

(Effective January 1, 2008)

INTRODUCTION

The purpose of the NSTAR Trustees’ Deferred Plan (the “Plan”) is to provide an arrangement whereby Outside Trustees may (i) elect to defer receipt of designated percentages or amounts of their retainers and fees, and (ii) receive additional deferred amounts from the Company. This Plan consists of two parts: the NSTAR 409A Trustees’ Deferred Plan (the “409A Plan”) and the NSTAR Trustees’ Deferred Plan as Restated Effective August 25, 1999, and as in effect on October 3, 2004 (the “Grandfathered Plan”). This restatement of the Plan is effective as of January 1, 2008 (the “Effective Date”).

The 409A Plan is intended to comply with the requirements of Code section 409A and guidance issued thereunder and shall be interpreted and administered in a manner consistent with such requirements. For the avoidance of doubt, the terms of the 409A Plan shall apply to amounts deferred on or after January 1, 2005 and amounts deferred but not vested as of December 31, 2004 under the Grandfathered Plan. The terms of the 409A Plan are set forth at Part A.

All amounts deferred and vested prior to January 1, 2005, shall be grandfathered for purposes of Code section 409A and shall be governed by the NSTAR Trustees’ Deferred Plan as it was in effect on October 3, 2004. The Grandfathered Plan is frozen as of December 31, 2004. No deferrals of retainers or other fees (whether payable in cash or Shares) thereafter paid or payable to a Participant shall be made after December 31, 2004 under the Grandfathered Plan, and no individual not a Participant as of December 31, 2004 shall thereafter become a Participant in the Grandfathered Plan. The Grandfathered Plan has not been amended or modified in any way after October 3, 2004, and a copy of the Grandfathered Plan as it was in effect on October 3, 2004 is attached at Part B.

PART A

NSTAR 409A TRUSTEES’ DEFERRED PLAN

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NSTAR 409A Trustees’ Deferred Plan

(a) “Board of Trustees” means the board of trustees of the Company.

(b) “Change of Control” has the meaning set forth in Appendix A.

(c) “Code” means the Internal Revenue Code of 1986 as amended from time to time.

(d) “Company” means NSTAR.

(e) “Company Credit Account” means the Company credit account described in Section 6.

(f) “Deferral Account” means the deferral account described in Section 5.

(g) “Grandfathered Plan” means the NSTAR Trustees’ Deferred Plan as Restated Effective August 25, 1999, and as in effect on October 3, 2004.

(h) “Outside Trustee” means a member of the Board of Trustees who is not an employee of the Company or any of its affiliates.

(i) “Participant” means an Outside Trustee who participates in the 409A Plan.

(j) “Plan” means the Grandfathered Plan and the 409A Plan.

(k) “409A Plan” means the NSTAR 409A Trustees’ Deferred Plan as set forth as Part A herein and as from time to time amended.

(l) “Plan Administrator” means the Board of Trustees or other person or persons authorized to administer the 409A Plan in accordance with Section 9.

(m) “Separation from Service” means the cessation of a Participant’s service as a member of the Board of Trustees which constitutes a separation from service with the Company and its affiliates in accordance with subsection (a)(2)(A)(i) of section 409A of the Code and the Regulations thereunder.

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(n) “Shares” means common shares of the Company.

Each Outside Trustee shall be eligible to participate in the 409A Plan. Notwithstanding the foregoing, an Outside Trustee shall not become a Participant in the 409A Plan until he or she completes such forms as the Plan Administrator may require.

A Participant may elect to defer all or any portion of his or her cash retainers or other cash fees otherwise payable by the Company in a calendar year, subject to such minimum deferral amounts as the Plan Administrator may prescribe prior to the start of such calendar year.

(a) Initial Election . A Participant’s election of deferral under Section 3 shall be in the form prescribed by the Plan Administrator and shall be subject to such terms and conditions as the Plan Administrator may prescribe. A Participant may elect to defer compensation for services performed during a taxable year (the “service year”) only if the election of deferral is filed not later than the close of the taxable year preceding the service year. Each election shall specify the percentage or amount of the Participant’s cash retainers or other cash fees to be credited to his or her Deferral Account instead of being paid currently to the Participant. Each election shall be irrevocable for the calendar year or years to which it applies. Notwithstanding the foregoing, an Outside Trustee who becomes eligible to participate in the Plan during the calendar year may make an election of deferral for the balance of such calendar year (with respect to amounts paid to the Participant for services to be performed after his or her election of deferral) provided he or she makes such election within 30 days of the date he or she becomes eligible to participate in the Plan, in accordance with Code section 409A. A Participant’s deferral election for the calendar year shall terminate if a Participant obtains a payment due to unforeseeable emergency (in accordance with Section 8).

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(b) Election As To Form of Distribution . A Participant’s initial election of deferral described in paragraph (a) above shall specify the form of payment for the distribution in respect of such deferral and all subsequent deferrals, which the Participant shall select from among the lump sum and installment options prescribed by the Plan Administrator. A Participant may subsequently change his or her election as to the form of distribution in accordance with rules and procedures established by the Plan Administrator; provided, however, that (i) such election change shall not take effect until 12 months after the date on which the election change is made and (ii) payment will be deferred for a period of not less than five years from the date on which such payment would otherwise have been made, in accordance with Treas. Reg. §1.409A-2(b)(1).

(c) Transition Rule for 2007 . Notwithstanding any provision herein to the contrary, the Plan Administrator may establish special rules and procedures to permit Participants with an Account under the Plan (as in effect prior to January 1, 2008) and whose distribution date or dates with respect to such Account would fall after December 31, 2007 to elect, in a manner consistent with transition guidance under Section 409A, a new form and time of distribution (commencing not earlier than 2008), subject to such limitations and restrictions as the Plan Administrator may impose. This Section 4(c) shall be effective as of January 1, 2007.

(d) Transition Rule for 2008 . Notwithstanding any provision herein to the contrary, the Plan Administrator may establish special rules and procedures to permit Participants with an Account under the Plan and whose distribution date or dates with respect to such Account would fall after December 31, 2008 to elect, in a manner consistent with transition guidance under Section 409A, a new form and time of distribution (commencing not earlier than 2009), subject to such limitations and restrictions as the Plan Administrator may impose.

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The Plan Administrator shall maintain a Deferral Account on behalf of each Participant as follows:

(a) Deferrals . The Plan Administrator shall credit to a Participant’s Deferral Account the amounts of cash retainers or other cash fees, as applicable, which the Participant has elected to defer under the 409A Plan. In each case credits shall be made as of the dates the cash retainers or other cash fees would have been payable if not deferred.

(b) Investment Measurements . From time to time the Company will establish investment measurements to be used to adjust the balance of each Participant’s Deferral Account. Such investment measurements may be changed from time to time by the Company. The Plan Administrator may establish rules and procedures to permit Participants to select notional investments for their respective Deferral Accounts from among available investment measurements. From time to time, as determined by the Plan Administrator, each Participant’s Deferral Account will be adjusted to reflect such investment measurements.

The Plan Administrator shall maintain a Company Credit Account on the books and records of the Company for each Participant as follows:

(a) Company Credits . As of each April 1 and October 1, provided the Participant is an Outside Trustee on such date, the Plan Administrator will credit to the Participant’s Company Credit Account the amount of the Participant’s retainer or other fees as of such date that is paid to the Participant in Shares.

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(b) Investment Measurement . The sole investment measurement for determining the value of the Participant’s Company Credit Account shall be the value of Shares which could be purchased (or which are purchased) with Company credits as soon as possible following the date of such credits. Any dividends on such Shares will be reinvested or deemed reinvested in such Shares. In such manner and at such time as the Plan Administrator shall determine, each Participant’s Company Credit Account will be adjusted to reflect such investment measurement. The Company may, but shall not be required to, purchase Shares to satisfy its obligation to Participants under this paragraph. If such purchase of Shares is made, the Company may, in its discretion and subject to such limitations as it may determine, permit a Participant to exercise voting rights with respect to such Shares as are allocated to his or her Company Credit Account.

(a) In-Service Distributions . At the time the Participant makes an election of deferral under Section 3, and subject to the conditions of this Section, a Participant may also elect to receive a single sum payment from his or her Deferral Account of all or a specified portion of the amount attributable to such deferral on a fixed date prior to the Participant’s Separation from Service (hereinafter referred to as the “fixed date”). Such fixed date must be at least five years after the date of such deferral. The rules and procedures for such elections will be promulgated by the Plan Administrator. All elections under this Section 7(a) require the consent of the Plan Administrator to become effective. No portion of a Participant’s Company Credit Account may be paid under this Section 7(a).

(b) Separation from Service . Upon the Participant’s Separation from Servi