EXHIBIT 10(l)

                                    AMENDMENT
                                       TO
                         SEVERANCE PROTECTION AGREEMENT

      The Agreement dated February 25, 1997, between New England Electric
System, a Massachusetts business trust (the Company), and Lawrence J. Reilly
(the Executive) is hereby amended by amending Section 6.2 to read as follows:

            6.2 Notwithstanding any other provisions of this Agreement, in the
      event that any payment or benefit received or to be received by the
      Executive in connection with a Change in Control or a Major Transaction,
      or the termination of the Executive's employment (whether pursuant to the
      terms of this Agreement or any other plan, arrangement or agreement with
      the System, any Person whose actions result in a Change in Control or a
      Major Transaction or any Person affiliated with the System or such Person)
      (all such payments and benefits, including the Severance Payments, being
      hereinafter called Total Payments) would be subject (in whole or part), to
      the Excise Tax, then the Severance Payments shall be reduced to the extent
      necessary so that no portion of the Total Payments is subject to the
      Excise Tax (after taking into account any reduction in the Total Payments
      provided by reason of section 280G of the Code in such other plan,
      arrangement or agreement) if (A) the net amount of such Total Payments, as
      so reduced, (and after deduction of the net amount of federal, state and
      local income tax on such reduced Total Payments) is greater than (B) the
      excess of (i) the net amount of such Total Payments, without reduction
      (but after deduction of the net amount of federal, state and local income
      tax on such Total Payments), over (ii) the amount of Excise Tax to which
      the Executive would be subject in respect of such Total Payments. For
      purposes of determining whether and the extent to which the Total Payments
      will be subject to the Excise Tax, (i) no portion of the Total Payments
      the receipt or enjoyment of which the Executive shall have effectively
      waived in writing prior to the Date of Termination shall be taken in to
      account, (ii) no portion of the Total Payments shall be taken into account
      which in the opinion of tax counsel selected by the Company does not
      constitutes a "parachute payment" within the meaning of section 280G(b)(2)
      of the Code, (including by reason of section 280G(b)(4)(A) of the Code)
      and, in calculating the Excise Tax, no portion of such Total Payments
      shall be taken into account which constitutes reasonable compensation for
      services actually rendered, within the meaning of section 280G(b)(4)(B) of
      the Code, in excess of the Base Amount allocable to such reasonable
      compensation, and (iii) the value of any noncash benefit or any deferred
      payment or benefit included in the Total Payments shall be determined by
      the Company in accordance with the principles of sections 280G(d)(3) and
      (4) of the Code. Prior to the payment date set forth in Section 6.3
      hereof, the Company shall provide the Executive with its calculation of
      the amounts referred to in this Section and such supporting materials as
      are reasonably necessary for the Executive to evaluate the Company's
      calculations. If the Executive objects to the Company's calculations, the
      Company shall pay to the Executive such portion of the Severance Payments
      (up to 100% thereof) as the Executive determines is necessary to result in
      the Executive receiving the greater of clauses (A) and (B) of this
      Section.



Dated: 12/9/98

                                                       /s/ George M. Sage
                                                --------------------------------
                                                Chairman, Compensation Committee

                                                       /s/ Lawrence J. Reilly
                                                --------------------------------
                                                Executive



                   Amendment to Severance Protection Agreement

      This Amendment is made and entered into by and between National Grid USA
and Lawrence J. Reilly (the Executive).

      WHEREAS, National Grid Group plc, the predecessor of National Grid Transco
plc, and New England Electric System merged on March 22, 2000 (Merger).

      WHEREAS, as a result of the Merger, the Executive became an employee of
National Grid USA, a subsidiary of National Grid Group plc;

      WHEREAS, New England Electric System and the Executive entered into a
Severance Protection Agreement dated February 25, 1997 and amended on December
9, 1998 (the Agreement) to which National Grid USA became the successor.

      WHEREAS, as a result of the Merger, a Change in Control occurred under the
Agreement which would cause the Agreement to terminate on March 22, 2003.

      WHEREAS, the parties would like to extend the term of the Agreement,
effective March 15, 2003, and amend the Agreement, in part, to reflect these
events.

      NOW, THEREFORE, National Grid USA and the Executive hereby agree to amend
the Agreement as follows:

      1.    The Company and the Executive agree that all references to a Change
            in Control, a Potential Change in Control, a Major Transaction, or a
            Potential Major Transaction in the Agreement shall mean a Change in
            Control, Potential Change in Control, Major Transaction or a
            Potential Major Transaction that occurs after the effective date of
            this Amendment; and that in order for the Executive to be eligible
            for benefits under the Agreement a Potential Change in Control,
            Change in Control, a Potential Major Transaction or a Major
            Transaction must occur after the effective date of this Amendment.

      2.    Section 2. Term of Agreement shall be amended to read as follows:

            This Amendment shall commence on March 15, 2003 and shall continue
            in effect through March 30, 2005; provided, however, commencing on
            March 1, 2004 and each March 1st thereafter, the term of this
            Agreement shall automatically be extended for one additional year
            unless, not later than December 31st of the preceding year, the
            Company or the Executive shall have given notice not to extend this
            Agreement or a Change in Control or a Major Transaction shall have
            occurred prior to such March 1st; provided, however, if a Change in
            Control or a Major Transaction shall have occurred during the term
            of this Agreement, this Agreement shall continue in effect for a
            period of thirty-six months beyond the month in which such Change in
            Control or Major Transaction occurred.



      3.    Section 5.3 shall be amended to read as follows:

            If the Executive's employment shall be terminated for any reason
            following a Change in Control or a Major Transaction and during the
            term of the Agreement, the Company shall pay to the Executive the
            normal post-termination compensation and benefits due the Executive
            as such payments become due. Such post-termination compensation and
            benefits shall be determined under, and paid in accordance with, the
            System's applicable retirement, insurance and other compensation or
            benefit plans, programs and arrangements. Provided that the benefits
            payable to the Executive pursuant to National Grid USA Companies'
            Basic Severance Plan for Non-Union Employees or its successor and/or
            National Grid USA Companies' Executive Severance Plan or its
            successor (the Severance Plans) do not exceed benefits payable to
            the Executive under the Agreement, the Executive hereby waives all
            rights to benefits pursuant to said Severance Plans.

      4.    In Section 6.1, in the tenth line after the word "Company" add "or
            National Grid Transco plc".

      5.    Section 6.1 (A) shall be amended to read as follows:

            (A)   In lieu of any further salary payments to the Executive for
                  periods subsequent to the Date of Termination, the Company
                  shall pay to the Executive a lump sum severance payment, in
                  cash, equal to three times the sum of (i) the higher of the
                  Executive's annual base salary in effect as of the Date of
                  Termination or in effect immediately prior to the Change in
                  Control or Major Transaction, and (ii) the higher of the
                  average amount paid to the Executive pursuant to National Grid
                  USA Companies' Incentive Compensation Plan and National Grid
                  USA Companies' Incentive Share Plan or successors of any such
                  plans, with respect to the three years preceding the year in
                  which the Date of Termination occurs or the average amount
                  paid with respect to the three years preceding the year in
                  which the Change in Control or Major Transaction occurs.

      6.    In Sections 6.1 (B), (C), and (D) all references to "twenty-four
            (24) months" shall be replaced with "thirty-six (36) months".

      7.    Section 7.1. Notice of Termination. The last sentence of this
            Section shall be deleted and replaced with the following: "Further,
            a Notice of Termination for Cause is required to include a statement
            from the Chief Executive Officer of National Grid USA and the Chief
            Executive Officer of National Grid Transco plc or his designee,
            that, in the good faith opinion of the two (after reasonable notice
            to the Executive and an opportunity for the Executive, together with
            the Executive's counsel, to be heard) that the Executive was guilty
            of conduct set forth in clause (i) or (ii) of the definition of
            Cause set forth in Section 15 (C) of the Agreement. Said statement
            shall specify the particulars thereof in detail.

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      8.    Section 10. Notices. The Company address shall read:

            To the Company:
            National Grid USA Service Company, Inc.
            25 Research Drive
            Westborough, MA 01582-0099
            Attn: Sr. Vice President Human Resources

      9.    Section 15. Definitions. The following definitions shall be amended
            to read:

            (A)   "Beneficial Owner" - delete and replace with a definition for
                  "Base Amount". "Base Amount" shall have the meaning defined in
                  Section 280 G (b) (3) of the Code.

            (B)   "Board" or "Board of Directors of the Company" - all
                  references to "Board" or "Board of Directors" shall be
                  replaced with Chief Executive Officer of National Grid USA and
                  Chief Executive Officer of National Grid Transco plc, or his
                  designee, unless otherwise specified in this Amendment.

            (D)   A "Change in Control" shall be deemed to have occurred if the
                  conditions set forth in any of the following paragraphs shall
                  have been satisfied:

                  (i)   any Person or Persons in concert obtains Control (as
                        defined in Section 840 of the United Kingdom's Income
                        and Corporation Taxes Act 1988) of National Grid Transco
                        plc as a result of making a general offer to acquire
                        shares in National Grid Transco plc or having obtained
                        Control, makes such an offer;

                  (ii)  the consummation of the sale or disposition by National
                        Grid Transco plc of National Grid USA to a
                        non-affiliated entity (whether by merger, sale of all or
                        substantially all of the capital stock or assets of
                        National Grid USA or otherwise);

                  (iii) the complete liquidation, dissolution or winding up of
                        National Grid Transco plc and/or of National Grid USA;
                        or

                  (iv)  the acquisition by National Grid Transco plc or National
                        Grid USA or their successors of all or substantially all
                        of the assets of or ownership of all or substantially
                        all of the outstanding shares of a U.S. electric and/or
                        gas utility company which would increase the size or
                        revenues of National Grid USA by 25% or more.

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                              A Change in Control shall not be deemed to have
                        occurred if the events referred to above are part of an
                        arrangement ("a Reorganization") which will mean that
                        National Grid Transco plc and/or National grid USA will
                        be under the Control of another company or the business
                        of National Grid Transco plc is carried on by another
                        company, and the Persons who owned the shares in
                        National Grid Transco plc immediately before the Change
                        in Control will immediately afterwards own more than 50%
                        of the shares in that other company.

            (F)   "Company" shall mean National Grid USA and any successor to
                  its business and/or assets which assumes and agrees to perform
                  the Agreement by operation of law, or otherwise.

            (J)   "Employer" shall mean the National Grid USA company by which
                  the Executive is employed at the time of termination.

            (K)   "Exchange Act" - delete and replace with a definition for
                  "Excise Tax". "Excise Tax" shall mean any excise tax imposed
                  under Section 4999 of the Code.

            (M)   "Good Reason" - delete (i) "the assignment to the Executive of
                  duties substantially inconsistent with the Executive's status
                  as an executive officer of the system" and all references
                  thereto.

            (N)   A "Major Transaction" shall be deemed to have occurred if the
                  conditions set forth in any one of the following paragraphs
                  shall have been satisfied:

                  (i)   any Person becomes bound or entitled to acquire shares
                        in National Grid Transco plc under Sections 428 to 430F
                        of the United Kingdom's Companies Act 1985, or a scheme
                        of arrangement or compromise under Section 425 of the
                        United Kingdom's Companies Act 1985 is proposed for
                        National Grid Transco plc;

                  (ii)  National Grid Transco plc shareholders, National Grid
                        USA's shareholders and/or the Board of Directors of
                        National Grid USA approve the sale of National Grid USA
                        to a non-affiliated entity (whether by merger, sale of
                        all or substantially all of the capital stock or assets
                        of National Grid USA, or otherwise);

                  (iii) National Grid Transco plc passes a resolution for
                        voluntary winding up, or an order is made for the
                        compulsory winding up of National Grid Transco plc
                        and/or National Grid USA;

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                  (iv)  the shareholders of National Grid Transco plc, the
                        shareholders of National Grid USA and/or the Board of
                        Directors of National Grid USA approve an event the
                        consummation of which would result in the occurrence of
                        a Change in Control; or

                  (v)   the Board of Directors of National Grid Transco plc
                        adopts a resolution that, for purposes of this
                        Agreement, a Major Transaction has occurred.

                              A Major Transaction shall not be deemed to have
                        occurred if the events referred to above are part of an
                        arrangement ("a Reorganization") which will mean that
                        National Grid Transco plc and/or National Grid USA will
                        be under the Control of another company or the business
                        of National Grid Transco plc is carried on by another
                        company, and the Persons who owned the shares in
                        National Grid Transco plc immediately before the series
                        of transactions are consummated will immediately after
                        consummation own more than 50% of the shares in that
                        other company.

            (O)   "NEES Companies" - all references to "NEES Companies" shall be
                  replaced with "National Grid USA companies, collectively".

            (P)   "NEES Company" - all references to "NEES Company" shall be
                  replaced with "National Grid USA company".

            (S)   "Person" shall mean any individual, corporation, partnership,
                  trust, unincorporated association, business or other legal
                  entity, and any government or any governmental agency or
                  political subdivision thereof.

            (T)   A "Potential Change in Control" shall be deemed to have
                  occurred if the conditions set forth in any one of the
                  following paragraphs shall have been satisfied:

                  (i)   the Company or National Grid Transco plc enters into an
                        agreement, the consummation of which would result in the
                        occurrence of a Change in Control;

                  (ii)  the Company, National Grid Transco plc or any Person
                        publicly announces an intention to take or to consider
                        taking actions which, if consummated, would constitute a
                        Change in Control;

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                  (iii) any Person who is not, as of the date hereof, the owner,
                        directly or indirectly, of securities constituting 10%
                        or more of the combined voting power of all of the
                        outstanding voting securities of National Grid Transco
                        plc or any successor thereof (a "10% Holder") becomes a
                        10% Holder;

                  (iv)  any Person who is, as of the date hereof, a 10% Holder,
                        acquires (whether in a single transaction or a series of
                        transactions), directly or indirectly, additional
                        securities constituting 5% or more of the combined
                        voting power of all of the outstanding voting securities
                        of National Grid Transco plc or any successor thereof
                        (for purposes hereof, a Person who, as of any particular
                        date, holds, directly or indirectly, options to purchase
                        securities that are exercisable within 60 days of such
                        date shall be deemed to own such securities as of such
                        date); or

                  (v)   the Board of Directors of National Grid Transco plc
                        adopts a resolution to the effect, that for purposes of
                        this Agreement, a potential Change in Control has
                        occurred.

                        A Potential Change in Control shall not be deemed to
                        have occurred if the events referred to above are part
                        of an arrangement ("a Reorganization") which will mean
                        that National Grid Transco plc and/or National Grid USA
                        will be under the control of another company or the
                        business of National Grid Transco plc is carried on by
                        another company, and the Persons who owned the shares in
                        National Grid Transco plc immediately before the series
                        of transactions are consummated will immediately after
                        consummation own more than 50% of the shares in that
                        other company.

            (U)   A "Potential Major Transaction" shall be deemed to have
                  occurred if the conditions set forth in any one of the
                  following paragraphs shall have been satisfied:

                  (i)   the Company enters into an agreement, the consummation
                        of which would result in the occurrence of a Major
                        Transaction;

                  (ii)  the Company or any Person publicly announces an
                        intention to take or consider taking actions which, if
                        consummated, would constitute a Major Transaction; or

                  (iii) the Board of Directors of National Grid Transco plc
                        adopts a resolution to the effect that, for purposes of
                        this Agreement, a Potential Major Transaction has
                        occurred.

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            (X)   "System" shall mean the Company and the National Grid USA
                  companies, collectively.

      This Amendment supersedes the Agreement in so far as it conflicts with any
terms and conditions of the Agreement. All other terms and conditions of the
Agreement remain unchanged.

                                         National Grid USA

                                         By:      /s/ Richard P. Sergel
                                            ------------------------------------
                                                  Chief Executive Officer

                                         By:      /s/ Lawrence J. Reilly
                                             -----------------------------------
                                                  Lawrence J. Reilly

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