NATIONAL GRID USA COMPANIES'
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
Pursuant to the provisions of the National Grid USA Companies' Executive Supplemental Retirement Plan (the
Supplemental Plan) said Supplemental Plan is hereby amended as of February 1, 2002 as follows:
A second paragraph shall be added to Section 1.04 "Qualifications and Effect" and shall read:
All benefits under Eastern Utilities Associate's Supplemental Retirement Plan for Certain Officers of Eastern
Utilities Associates and its Affiliated Companies and the Retirement Restoration Plan for Members of the
Employee's Retirement Plan of Eastern Utilities Associates and its subsidiary Companies (together referred to as
the EUA Plans) were frozen as of April 30, 2000. Benefit calculation methodology for former Eastern Utility
Associate employees who became National Grid employees and Participants in the Supplemental Plan as of May
1, 2000 or thereafter is set forth in Appendix C, a copy of which is attached hereto and incorporated by
reference as if fully set forth herein.
A third paragraph shall be added to Section 1.04 "Qualification and Effect" and shall read:
Niagara Mohawk Supplemental Executive Retirement Plan (NIMO SERP) shall be merged and incorporated
into the Supplemental Plan, effective February 1, 2002. All benefit accruals under the NIMO SERP shall be
frozen as of January 31, 2002. Except as set forth in Appendix C, inconsistent provisions between the NIMO
SERP and the Supplemental Plan shall be controlled by the terms of the Supplemental Plan. The benefit
calculation and methodology for NIMO SERP participants, including those who become National Grid
employees on or after January 31, 2002 and meet Supplemental Plan eligibility requirements necessary to accrue
additional benefits is set forth in Appendix C.
Section 2.18 "Level E Participant" is amended to read:
Level E Participant means any Participant who is specially designated such by the CEO in Appendix B, a copy of