EXHIBIT NO. 10-8

# AMENDMENT TO
NIAGARA MOHAWK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, the Niagara Mohawk Supplemental Executive Retirement Plan (the Plan) was amended and
restated, effective as of January 1, 1999; and

WHEREAS, Section 7.1 of the
Plan provides that the Board of Directors of Niagara Mohawk Holdings, Inc. may
amend the Plan at any time, except in certain respects not material hereto; and

WHEREAS, the Board of
Directors desires to amend the Plan in certain respects; NOW THEREFORE, the Plan
is hereby amended in the following respects:

1.     Section 4.5 is amended, effective December 14, 2000 by the addition of a sentence at the end of the
first paragraph thereof to read as follows:

| | In the event of the
termination of employment of a Participant following the closing of the merger
of the Company with Grid Delaware, Inc. (Merger Sub) pursuant to the
Agreement and Plan of Merger and Scheme of Arrangement dated as of September 4,
2000 by and among National Grid Group plc, the Company, National Grid Limited
and Merger Sub by reason of (i) the termination of the Participants
employment by the Company with or without cause (as such term is
defined in the Participants employment agreement or change in control
severance agreement with the Company or a subsidiary), or (ii) the
Participants termination of his employment for good reason (as
such term is defined in the Participants employment agreement or change in
control severance agreement with the Company or a subsidiary), the Company shall
(notwithstanding any provision to the contrary in such employment agreement or
change in control severance agreement) pay the Participant as soon as
practicable thereafter the actuarial present value of such Participants
benefits (as determined by the actuary engaged by the Company with respect to
the Plan) in a single sum distribution but only to the extent such single sum
distribution is permitted by law.
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2.     Section 6.4 is amended, effective as of August 24, 1999, by the addition of a sentence at the end
thereof to read as follows:

| | Notwithstanding anything contained herein to the contrary, in no event shall interest rate assumption be
greater than 4.5% per year.
| | ------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, Niagara Mohawk Holdings, Inc. has caused this Amendment to be executed by its duly
authorized officer this 17th day of August, 2001.

NIAGARA MOHAWK HOLDINGS, INC.

/s/ David J. Arrington
                  
                       
                       
                       
                       
                       
                       
                       
                       
                       
                  
David J. Arrington

                       
                       
                       
                       
                       
                       
                       
                       
                       
                       
             
Senior Vice President and

                       
                       
                       
                       
                       
                       
                       
                       
                       
                       
             
Chief Administrative Officer