Converted by EDGARwiz



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 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 by the 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 parties hereto 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