FIRST AMENDMENT TO
TRUST UNDER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective as of December 10, 2002
This First Amendment to Trust Under Supplemental Executive Retirement Plan (the "Trust Agreement") is hereby
made pursuant to Section 12 of the Trust Agreement.
1. The first "WHEREAS" clause of the Trust Agreement is hereby amended to read in its entirety as follows:
"WHEREAS, Company has adopted the Supplemental Executive Retirement Plan for Officers of Northeast
Utilities System Companies and the individual agreements set forth on Schedule A (collectively, the 'Plan');"
2. Section 1(e) of the Trust Agreement is hereby amended to add the following to the end thereof:
"Notwithstanding the foregoing, upon the occurrence of a Change in Control (as defined below), the Company
shall contribute to the Trust such amount as shall be determined by the actuaries for the Northeast Utilities
Service Company Retirement Plan (the 'Retirement Plan') as shall be necessary to fully fund all benefits accrued
under the Plan at the date of such Change in Control, using the actuarial assumptions used for funding of the
Retirement Plan. In addition, on each anniversary of the Change in Control, the Company shall contribute to the
Trust such amount, if any, as shall be determined by the actuaries for the Retirement Plan to be necessary to fully
fund all benefits accrued under the Plan as of such anniversary date, using the actuarial assumptions used for
funding of the Retirement Plan."
3. Section 5(c) of the Trust Agreement is hereby amended by adding the following new paragraph to the end
"Upon the occurrence of a Change in Control, the appointment of any Investment Manager by the Company shall
be automatically revoked and only the Trustee shall have the authority to appoint another Investment Manager to
act as such pursuant to this Trust Agreement, and the Trustee, or such Investment Manager appointed by the
Trustee, shall invest the assets of the Trust in accordance with t