**Exhibit 10.12**
****
**NORTEK, INC.**
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN C**
****
****
**TRUST AGREEMENT**
TABLE OF CONTENTS

ARTICLE
    
    PAGEARTICLE I
    Establishment of Trust
    2ARTICLE II
    Payments to Plan Participants and Their Surviving
      Spouses
    3ARTICLE III
    Trustee Responsibility Regarding Payments to Trust
      Beneficiary When Company Is Insolvent
    4ARTICLE IV
    Duties and Powers of the Trustee
    6ARTICLE V
    Disposition of Income
    8ARTICLE VI
    Limitation of the Trustee's Liability
    9ARTICLE VII
    Expenses and Compensation
    10ARTICLE VIII
    Substitution and Succession of the Trustee
    11ARTICLE IX
    Accounting Provisions
    12ARTICLE X
    Amendment and Termination
    13ARTICLE XI
    Successor Company
    14ARTICLE XII
    Construction and Payment
    15ARTICLE XIII
    Miscellaneous
    16


TRUST AGREEMENT


This Agreement is made
by and between Nortek, Inc. (hereinafter the "Company"), and Edward J. Cooney,
as Trustee (hereinafter referred to as the "Trustee").

W I T N E S S E T H:

WHEREAS, the Company
has established the Nortek, Inc. Supplemental Executive Retirement Plan C (the
"Plan") for certain of its employees; and

WHEREAS, the Company
wishes to establish a trust ("Trust") and to contribute to the Trust assets that
shall be held therein, subject to the claims of the Company's creditors in the
event of the Company's insolvency, as herein defined, for the benefit of Plan
Participants (as defined in Section 2.15 of the Plan) and their surviving
spouses in such manner and at such times as specified in the Plan; and

WHEREAS, it is the
intention of the parties that this Trust shall constitute an unfunded
arrangement and shall not affect the status of the Plan as an unfunded Plan
maintained for the purpose of providing deferred compensation for a select group
of management or highly-compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974 ("ERISA"); and

WHEREAS, the Trustee
has consented to act as trustee of the trust fund and to hold and distribute the
assets transferred to the trustee and accumulated in respect of the Plan on the
terms and conditions hereinafter set forth.

NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants hereinafter set
forth, the Company and the Trustee hereby agree as set forth below.

ARTICLE I

Establishment of Trust


1.1
    The Trust Fund shall consist of such sums of money or
      other property, in a form acceptable to the Trustee, as shall from time to
      time be paid or delivered to the Trustee pursuant to the Plan which,
      together with all earnings, profits, increments and accruals thereon,
      without distinction between principal and income, shall constitute the
      Trust Fund hereby created and established. The Trust Fund shall be held,
      administered and disposed of by the Trustee as provided in this Trust
      Agreement. The Trust hereby established shall be irrevocable.1.2
    The Trust is intended to be a grantor trust, of which the
      Company is the grantor, within the meaning of subpart E, part I,
      subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986,
      as amended, and shall be construed accordingly.1.3
    The Trust Fund shall be held separate and apart from other
      funds of the Company and shall be used exclusively for the uses and
      purposes of Plan Participants and general creditors as herein set forth.
      Plan Participants and their surviving spouses shall have no preferred
      claim on, or any beneficial ownership interest in, any assets of the
      Trust. Any rights created under the Plan and this Trust Agreement shall be
      mere unsecured contractual rights of Plan Participants and their surviving
      spouses against the Company. Any assets held by the Trust will be subject
      to the claims of the Company's general creditors under federal and state
      law in the event of insolvency, as defined in Article III herein.1.4
    Except as provided below or in Article III hereof, the
      Company shall have no right or power to direct the Trustee to return to
      the Company or to divert to others any of the Trust assets before all
      payment of benefits have been made to Plan Participants and their
      surviving spouses pursuant to the terms of the Plan. If at any time the
      fair market value of the Trust fund exceeds an amount equal to 125% of the
      accumulated benefit obligation of the Plan (as determined by the Company's
      accountants or actuaries for financial reporting purposes), the Trustee
      shall, upon the request of the Company, transfer to the Company an amount
      from the Trust assets which is not greater than the amount of such
    excess

ARTICLE II

Payments to Plan Participants and Their Surviving
Spouses


2.1
    The Company shall designate an Administrator
      ("Administrator") in accordance with the Plan and the Administrator shall
      deliver to the Trustee, at least annually, a schedule ("the Payment
      Schedule") that indicates the amounts payable in respect of each Plan
      Participant who has ceased to be an employee of the Company and each
      surviving spouse, that provides a formula or other instructions acceptable
      to the Trustee for determining the amounts so payable, the form in which
      such amount is to be paid (as provided for or available under the Plan),
      and the time of commencement for payment of such amounts. Except as
      otherwise provided herein, the Trustee shall make payments to the Plan
      Participants and their surviving spouses in accordance with such Payment
      Schedule. The Trustee shall make provisions for the reporting and
      withholding of any federal, state or local taxes that may be required to
      be withheld with respect to the payment of benefits pursuant to the terms
      of the Plan and shall pay amounts withheld to the appropriate taxing
      authorities or determine that such amounts have been reported, withheld
      and paid by the Company. The Administrator shall provide the Trustee with
      all information necessary to make such tax withholding provisions and the
      Trustee shall be entitled to rely on such information. The Company shall
      be responsible for the remittance to the appropriate tax authorities of
      its share of any applicable employment taxes, as distinguished from those
      employment taxes required to be withheld from the benefits due Plan
      Participants and their surviving spouses.2.2
    The entitlement of a Plan Participant or his or her
      surviving spouses to benefits under the Plan shall be determined by the
      Company and/or the Administrator as provided for in the Plan and any claim
      for such benefits shall be considered and reviewed by the Administrator
      under the procedures set out in the Plan.2.3
    The Company may make payment of benefits directly to Plan
      Participants or their surviving spouses as they become due under the terms
      of the Plan. The Company shall notify the Trustee of its decision to make
      payment of benefits directly prior to the time amounts are payable to
      participants or their surviving spouses. In addition, if the principal of
      the Trust, and any earnings thereon, are not sufficient to make payments
      of benefits in accordance with the terms of the Plan, the Company shall
      make the balance of each such payment as it falls due. Trustee shall
      notify the Company where principal and earnings are not sufficient to
      cover payments required by the Payment Schedule under paragraph 2.1
    hereof.


ARTICLE III

Trustee Responsibility Regarding Payments to Trust
Beneficiary
When Company Is Insolvent


3.1
    The Trustee shall cease payment of benefits to Plan
      Participants and their surviving spouses if the Company is Insolvent. The
      Company shall be considered "Insolvent" for purposes of this Trust
      Agreement if (i) the Company is unable to pay its debts as they become
      due, or (ii) the Company is subject to a pending proceeding as a debtor
      under the United States Bankruptcy Code or under state court receivership
      law.3.2
    At all times during the continuance of this Trust as
      provided in paragraph 1.3 hereof, the principal and income of the Trust
      shall be subject to claims of general creditors of the Company under
      federal and state law as set forth below:3.2.1
    The Board of Directors and the Chief Executive Officer of
      the Company shall have the duty to inform the Trustee in writing of the
      Company's Insolvency. If a person claiming to be a creditor of the Company
      alleges in writing to the Trustee that the Company has become Insolvent,
      the Trustee shall determine whether the Company is Insolvent and, pending
      such determination, the Trustee shall discontinue payment of benefits to
      Plan Participants or their surviving spouses.3.2.2
    Unless the Trustee has actual knowledge of the Company's
      Insolvency, or has received notice from the Company or a person claiming
      to be a creditor alleging that the Company is Insolvent, the Trustee shall
      have no duty to inquire whether the Company is Insolvent. The Trustee may
      in all events rely on such evidence concerning the Company's solvency as
      may be furnished to the Trustee by the Company and that provides the
      Trustee with a reasonable basis for making a determination concerning the
      Company's solvency.3.2.3
    If at any time the Trustee has determined that the
      Company is Insolvent, the Trustee shall discontinue payments to Plan
      Participants or their surviving spouses and shall hold the assets of the
      Trust for the benefit of the Company's general creditors. While so holding
      such assets, the Trustee shall make payments to such creditors if the
      Company shall so direct or, if the Company is subject to a pending
      proceeding as a debtor under the United States Bankruptcy code or state
      receivership law, as a court of competent jurisdiction shall direct.
      Nothing in this Trust Agreement shall in any way diminish any rights of
      Plan Participants or their surviving spouses to pursue their rights as
      general creditors of the Company with respect to benefits due under the
      Plan or otherwise.3.2.4
    The Trustee shall resume the payment of benefits to
      Plan Participants or their surviving spouses in accordance with Article II
      of this Trust Agreement only after the Trustee has determined that the
      Company is not Insolvent (or is no longer Insolvent).3.3
    If the Trustee discontinues the payment of benefits
      from the Trust pursuant to paragraph 3.2 hereof and subsequently resumes
      such payments, the first payment following such discontinuance shall
      include the aggregate amount of all payments due to Plan Participants or
      their surviving spouses under the terms of the Plan for the period of such
      discontinuance, less the aggregate amount of any payments made to Plan
      Participants or their surviving spouses by the Company in lieu of the
      payments provided for hereunder during any such period of discontinuance
      provided that there are sufficient assets.
ARTICLE IV

Duties and Powers of the Trustee


4.1
    The Trustee shall act with the care, skill, prudence and
      diligence under the circumstances then prevailing that a prudent person
      acting in like capacity and familiar with such matters would use in the
      conduct of an enterprise of a like character and with like aims, provided,
      however, that the Trustee shall incur no liability to any person for any
      action taken pursuant to a direction, request or approval given by the
      Company or the Administrator which is contemplated by, and in conformity
      with, the terms of the Plan or this Trust and is given in writing by the
      Company or the Administrator. In the event of a dispute between the
      Company and a party, the Trustee may apply to a court of competent
      jurisdiction to resolve the dispute.4.2
    The Trustee shall invest and reinvest the Trust Fund,
      without distinction between principal and income. In addition to the
      powers and authority granted to the Trustee pursuant to state law, the
      provisions of ERISA (to the extent applicable), and the common law, the
      Trustee shall have the power and authority:4.2.1
    To purchase or subscribe for and invest in any securities,
      but not including any securities of the Trustee or any affiliate of the
      Trustee if the Trustee is a corporation, and to retain any such securities
      in the Trust Fund. Without in any way intending to limit the generality of
      the foregoing, the said term "securities" shall be deemed to include
      common and preferred stocks, mortgages, debentures, bonds, notes or other
      evidences of indebtedness, and other forms of securities. All rights
      associated with assets of the Trust shall be exercised by the Trustee or
      the person designated by the Trustee. The Trustee may invest and reinvest
      all or a portion of the Trust Fund in shares of any open-ended investment
      fund or company.4.2.2
    To deal with all or any part of the Trust Fund; to acquire
      any property by purchase, subscription, lease, or other means; to sell for
      cash or on credit, convey, lease for long or short terms, or convert,
      redeem, or exchange all or any part of the Trust Fund; to hold part of the
      Trust Fund uninvested or in savings accounts or certificates of deposit
      including those offered by the Trustee if the Trustee is a bank, or in
      money market funds managed by the Trustee or an affiliate of the
    Trustee.4.2.3
    To vote, or give proxies to vote, any stock or other
      security, and to waive notice of meetings, to oppose, participate in, and
      consent to the reorganization, merger, consolidation, or readjustment of
      the finances of any enterprise, to pay assessments and expenses in
      connection therewith and to deposit securities under deposit
  agreements.4.2.4
    To register any investment held in the Trust in its own
      name or in the name of its nominee, or to hold any investment in bearer
      form, but the books and records of the Trustee shall at all times show
      that all such investments are part of the Trust.4.2.5
    To make, execute, acknowledge and deliver any and all
      documents, deeds and conveyance, and any and all other instruments
      necessary or appropriate to carry out the powers herein granted.4.2.6
    To enforce by suit or otherwise, or to waive, its rights
      on behalf of the Trust Fund, and to defend claims asserted against it or
      the Trust Fund; to compromise, adjust and settle any and all claims
      against or in favor of it or the Trust Fund.4.2.7
    To renew, extend, or foreclose any mortgage or other
      security; to bid on property in foreclosure; to take deeds in lieu of
      foreclosure, with or without paying a consideration therefor.4.2.8
    To employ agents, investment advisers, consultants and
      actuaries necessary for the operation of the Trust and to request the
      advice and assistance of counsel, including counsel for the Company, or
      other counsel designated by the Administrator or by the Trustee.4.2.9
    In the event that the Company authorizes the transfer of
      all or a portion of the assets of the Trust to an insurance company, to
      enter into and execute on behalf of the Trust all such documents and
      instruments necessary or appropriate to carry out such transfer.4.2.10
    To do all such other acts, execute all such other
      instruments and take such other proceedings and exercise all such other
      privileges and rights with relation to any asset constituting a part of
      the Trust as are necessary to carry out the purpose of the Trust, and no
      person dealing with the Trustee shall be bound to see to the application
      of any money or property paid or delivered to the Trustee or to inquire
      into the validity or propriety of any such transaction.4.3
    No persons dealing with the Trustee shall be under any
      obligation to see to the proper application of any money paid or property
      delivered to the Trustee or to inquire into the Trustee's authority as to
      any transaction.4.4
    The Trustee may make any distribution required hereunder
      by mailing its check for the specified amount, or delivering the specified
      property, to the person to whom such distribution or payment is to be
      made, at such address as may have been last furnished to the Trustee, or
      if no such address shall have been furnished, to such person in care of
      the Company, or to the Administrator or (if so directed by the
      Administrator) by crediting the account of such person or by transferring
      the funds to such person's account by bank or wire
transfer.


ARTICLE V

Disposition of Income


During the term of this Trust, all income received, net of expenses
and taxes, shall be accumulated and reinvested.ARTICLE VI

Limitation of the Trustee's Liability


6.1
    The Trustee shall be accountable only for funds actually
      received by it hereunder and shall have no duty or liability to determine
      that the amount of the funds received by it comply with the provisions of
      the Plan. If the Company has established a contract with an insurance
      company to carry out the purposes of the Plan, the Trustee shall not be
      liable for the acts or omissions of such insurance company, or be under an
      obligation to invest or otherwise manage the portion of the Trust Fund
      which is subject to the management of such insurance company.6.2
    Whenever the Trustee is required or authorized to take any
      action hereunder pursuant to any written direction or notice of the
      Administrator or the Company, the Trustee, acting in accordance with such
      direction or notice, shall not be responsible for the administration of
      such Plan or Trust, for the correctness of any payments or disbursements
      from the Trust, or for any other action taken by the Trustee in accordance
      with such written direction or notice. Such direction or notice shall be
      sufficient protection to the Trustee if contained in a writing signed by
      the Administrator or such other person authorized to execute documents on
      behalf of the Administrator, in the case of direction or notice required
      to be given by the Administrator; or by any officer of the Company, in the
      case of direction or notice required to be given by the Company, and the
      Trustee has actual knowledge that the payment or disbursement is improper
      or incorrect.6.3
    The Company shall indemnify and hold harmless the Trustee
      from and against any losses, costs, damages or expenses, including
      reasonable attorneys' fees, which the Trustee may incur or pay out by
      reason of (i) the Trustee's acting in accordance with the directions of
      the Company or the Administrator or failing to act in the absence of such
      directions; (ii) the Trustee's exercise and performance of its powers and
      duties hereunder, unless the same are determined to be due to the
      Trustee's negligence, bad faith or willful misconduct; (iii) any (alleged
      or actual) action or inaction on the part of the Company or the
      Administrator, unless such losses, costs, damages, or expenses arise out
      of the Trustee's negligence, bad faith, or willful misconduct; or (iv) the
      failure of the Plan to be exempt from the requirements of Parts 2, 3 and 4
      of Title I of the Employee Retirement Income Security Act of 1974, as
      amended. In addition, in the event that the Trustee undertakes or defends
      any litigation (including but not limited to any audit, proceeding or any
      other administrative action of any state, local or federal taxing
      authority) arising in connection with the Trust Fund, the Company agrees
      to indemnify the Trustee against the Trustee's reasonable costs, expenses,
      and liabilities (including, without limitation, reasonable attorneys' fees
      and expenses) relating thereto and to be primarily liable for such
      payments. If the Company does not pay such costs, expenses, and
      liabilities described in this paragraph in a reasonably timely manner, the
      Trustee may obtain payment from the Trust Fund.


ARTICLE VII

Expenses and Compensation

The Trustee, other than a trustee who is also an employee or officer
of the Company, shall be paid such reasonable compensation as shall from time to
time be agreed upon by the Trustee and the Company. All administrative expenses,
charges, taxes and assessments of the Trust Fund and Trustee's fees shall be the
obligation of the Company.

Any such fees may be paid from the Trust Fund, but the Company shall
reimburse the Trust Fund for all such payments within seven (7) business
days.ARTICLE VIII

Substitution and Succession of the Trustee


8.1
    The Trustee may resign at any time by giving written
      notice to the Administrator. Such resignation shall become effective
      thirty (30) days thereafter or upon the appointment of a successor
      Trustee, whichever occurs first. In the event a successor Trustee is not
      appointed within thirty (30) days, the Trustee may turn over the assets of
      the Trust to the Administrator as successor Trustee. Except as provided
      below, the Administrator may remove the Trustee by giving thirty (30) days
      written notice to the Trustee of such intent to remove, and by then giving
      written notice of the appointment of a successor Trustee. The removal
      shall become effective upon acknowledgment of the receipt of the assets of
      the Trust by the successor Trustee. Each successor Trustee under this
      Trust shall be appointed in writing by the Administrator and shall accept
      the Trust in writing. Such successor Trustee shall become vested with any
      estate, property, right, power and duty of the predecessor Trustee
      hereunder with like effect, as if originally named Trustee. No successor
      Trustee shall be liable for any act or failure of any predecessor Trustee,
      and with the approval of the Administrator, a successor Trustee may accept
      the account rendered and the property delivered to it by the predecessor
      Trustee without in so doing incurring any liability or responsibility with
      respect to acts of default, if any, of the predecessor Trustee.8.2
    If the Trustee is a corporation, any corporation into
      which the Trustee may merge or with which it may consolidate, or any
      corporation resulting from any merger or consolidation to which the
      Trustee may be a party, shall be the successor of the Trustee hereunder,
      without the execution or filing of any additional instrument or the
      performance of any further act.


ARTICLE IX

Accounting Provisions


9.1
    The Trustee shall keep accurate and detailed records of
      all investments, receipts, disbursements, and all other transactions
      required to be made in the administration of the Trust Fund.9.2
    Within a reasonable time after the close of each fiscal
      year, or of any termination of the duties of the Trustee hereunder, the
      Trustee shall prepare and deliver to the Administrator an account of its
      acts and transactions as Trustee during such fiscal year or during such
      period from the close of the last fiscal year to the termination of the
      Trustee's duties, respectively, including a statement of the then current
      value of the Trust Fund. Any such account shall be deemed accepted and
      approved by the Administrator, and the Trustee shall be relieved and
      discharged, as if such account had been settled and allowed by a judgment
      or decree of a court of competent jurisdiction, unless protested by
      written notice to the Trustee within sixty (60) days of receipt thereof by
      the Administrator.9.3
    The Trustee or the Administrator shall have the right to
      apply at any time to a court of competent jurisdiction for judicial
      settlement of any account of the Trustee not previously settled as herein
      provided or for the determination of any question of construction or for
      instructions. In any such action or proceeding it shall be necessary to
      join as parties only the Trustee and the Administrator (although the
      Trustee may also join such other parties as it may deem appropriate), and
      any judgment or decree entered therein shall be
conclusive.

ARTICLE X

Amendment and Termination


10.1
    This Trust Agreement may be amended by a written
      instrument executed by the Trustee and the Company. Notwithstanding the
      foregoing, no such amendment shall conflict with the terms of the Plan or
      shall make the Trust revocable.10.2
    The Trust shall not terminate until the date on which Plan
      Participants and their surviving spouses are no longer entitled to
      benefits pursuant to the terms of the Plan unless sooner revoked as
      hereinafter provided in this paragraph. Upon the written approval of all
      Plan Participants and all surviving spouses receiving benefits pursuant to
      the terms of the Plan, the Company may terminate this Trust prior to the
      time all benefit payments under the Plan have been made. Upon termination
      of the Trust, any assets remaining in the Trust shall be returned to the
      Company.


ARTICLE XISuccessor Company

Unless this Trust be sooner terminated, a successor to the business
of the Company, by whatever form or manner resulting, which succeeds said
Company under the Plan as therein provided shall, upon notice in writing from
the Administrator that all action required by the Plan to effect such succession
has been taken, also succeed to all the rights, powers and duties of such
Company hereunder.
ARTICLE XII

Construction and Payment


12.1
    The Trust shall be construed and administered according to
      the laws of the jurisdiction in which the principal office of the Trustee
      is located. In any question of interpretation or other matter of doubt,
      the Trustee may rely upon the opinion of counsel for the Company or
      Administrator or any other attorney at law designated by the Company with
      approval of the Trustee.12.2
    No person having any present or future interest in the
      Trust shall have any right to assign, transfer, encumber, commute or
      anticipate his payment under this Trust and such payment shall not in any
      way be subject to any legal process or levy of execution upon, or
      attachment or garnishment proceeding against, the same for the payment of
      any claim against any person having an interest hereunder, nor shall such
      payment be subject to the jurisdiction of any family court, bankruptcy
      court or insolvency proceedings.


ARTICLE XIIIMiscellaneous


13.1
    The titles to the Articles in this Trust Agreement are
      included for convenience of reference only and are not to be used in
      interpreting this Trust Agreement.13.2
    Neither the gender nor the number (singular or plural) of
      any word shall be construed to exclude another gender or number when a
      different gender or number would be appropriate.13.3
    This Trust Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original, but all of
      which shall together constitute only one Trust Agreement.13.4
    Communications to the Trustee shall be sent to the
      Trustee's principal office or to such other address as the Trustee may
      specify in writing. No communication shall be binding upon the trustee
      until it is received by the Trustee. Communications to the Administrator
      or the Company shall be sent to the Company's principal office or to such
      other address as the Company may specify in writing.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
instrument to be executed this 19th day of July, 2004.



COMPANY:
    Nortek, Inc.By: /s/Edward J.
      CooneySignature of
    OfficerTRUSTEE:
    /s/Edward J.
      CooneyEdward J. Cooney




STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE

In Providence on the
19th day of July, 2004, before me personally appeared Edward J. Cooney, to me
known and known by me to be theVP & Treasurer of and the person who executed
the foregoing instrument for and on behalf of Nortek, Inc. and he acknowledged
said instrument by him executed to be the free act and deed of Nortek, Inc. and
his own free and voluntary act and deed in his capacity as VP & Treasurer of
said Company.

****/s/Julia L.
      McGwinNotary PublicMy Commission Expires: 11/19/2005





STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE

In Providence on the
19th day of July, 2004, before me personally appeared Edward J. Cooney, to me
known and known by me to be the person who executed the foregoing instrument and
he acknowledged said instrument by him executed to be his own free and voluntary
act and deed.

****/s/Julia L.
      McGwinNotary PublicMy Commission Expires:  11/19/2005










FIRST AMENDMENT


TO THE


NORTEK, INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN C


TRUST AGREEMENT






























**NORTEK,
      INC.**By:
    /s/
      Edward J. Cooney