Exhibit 10.12.2  SECOND AMENDMENT TO TRUST AGREEMENT UNDER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN   WHEREAS,
Northeast Utilities Service Company (the
"Company") andBank of America, N.A. as
successor toFleet 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,
Section12 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 ITRESOLVED, 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 shall promptly notify the Trustee of the addition or deletion
of any person's name to or from such list, respectively.  All
directions and instructions to the Trustee from an Authorized Party shall
include two Authorized
Party members and must be in writing, transmitted by mail or by facsimile or shall
be an electronic transmission, provided the Trustee may, in its discretion,
accept oral
directions and instructions and may require confirmation in writing
(collectively, an "Authorized
Direction").  An Authorized Direction from the Company shall require
the signatures
of two Authorized Parties from the Company if it directs the Trustee to make payments
directly from the Trust pursuant to a Payment Schedule or to deposit in a checking
account maintained by the Company for the purpose of making payments to the person
or persons entitled to such payments under the Plan.  Until receipt bythe Trustee  of
notice that any person is no longer authorized to so act, the Trustee may
continue to rely
on the authority of the person.  All certifications, notices, and
directions by any such persons
to tbe Trustee sha11 be in writing signed by such person or persons. The
Trustee may
rely on any such certification, notice, or direction purporting to have been
signed by or
on behalf of such persons that the Trustee believes to have been signed thereby.
 The Trustee
may rely on any certification, notice, or direction of the Company that the Trustee
believes to have been signed by two or more duly authorized officers or agents
of the
Company.  The Company sha11 be responsible for keeping accurate books and
records with
respect to the employees of the Company and their rights and interests in the
Trust Fund,
if any.  The Trustee shall be entitled to rely on and sha11 be fully
protected in acting in
accordance with a11 such Authorized Directions which it reasonably believes to
have been
given by Authorized Parties and in failing to act in the absence thereof and
the Trustee
sha11 not be responsible or liable for any diminution of value of any securities
or other
property held by the Trustee (or its subcustodians)."  IN
WITNESS WHEREOF,the partieshereto have
caused this amendment to the Trust Agreement to be
duly executed this 12th day of November, 2008.     ATTEST NORTHEAST
UTILITIES SERVICE COMPANY   /s/
illegible /s/
 Randy
Shoop  Its:VP and
Treasurer   ATTEST: BANK
OF AMERICA, N.A.    /s/
illegible /s/
 William
Parent  Its:Vice
President