SECOND AMENDMENT TO TRUST AGREEMENT UNDER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Exhibit 10.12.2
SECOND AMENDMENT
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/ Xxxxx Xxxxx
Its: VP and Treasurer
ATTEST:
BANK OF AMERICA, N.A.
/s/ illegible
/s/ Xxxxxxx Parent
Its: Vice President
