National Grid PLC — Annual Report 2002

Jul 29, 2002

U5S 1 u5s.htm U-5-S File No. 1-4315 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-5-S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 31, 2002 Filed pursuant to the Public Utility Holding Company Act of 1935 by [LOGO] National Grid Group plc 15 Marylebone Road London, NW1 5JD United Kingdom National Grid USA 25 Research Drive Westborough, MA 01582 Item 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF MARCH 31, 2002 Name of Company No. of Percentage Issuer Owner common Voting power Book Book shares owned 100 % unless Value Value stated $'000 $'000 National Grid Group plc Subsidiary of the parent holding Company- National Grid Group plc National Grid (US) Holdings Limited Ordinary £1 931,252 2,576,199 2,511,674 NGG Finance PLC (1) Ordinary £1 1,650,000 230,290 227,271 Non-equity securities 68,500 National Grid Holdings One plc (2) Ordinary £1 1,498,332,868 3,151,540 214,674 Non-equity security - - Subsidiary of National Grid (US) Holdings Limited National Grid (US) Investments 4 Ordinary £1 299 2,976,222 2,927,624 National Grid (US) Investments 2 Ordinary £1 100 - - National Grid Luxembourg 1 SARL (3) Ordinary $50 400 18 20 National Grid Luxembourg 2 SARL (3) Ordinary $50 400 18 20 National Grid (US) Investments 5 () Ordinary £1 1 - - National Grid (US) Investments 6 () Ordinary £1 1 - - Subsidiary of National Grid (US) Investments 4 National Grid (US) Partner 1 Limited (4) Ordinary US$1 1,980,002 4,489,031 4,532,147 National Grid (US) Partner 2 Limited (4) Ordinary US$1 20,001 45,344 45,779 National Grid Twelve Limited (5) Ordinary US$1 14,999,999 3,780,250 3,761,796 Subsidiary of National Grid Twelve Limited National Grid Eight Limited (6) Ordinary US$315.50 10,000,000 50,056 2,734,491 National Grid Eleven Limited (7) Ordinary US$273 5,000,000 18,567 1,045,744 Subsidiary of National Grid (US) Partner 1 Limited National Grid General Partnership (8) Partnership 99 4,672,973 n/a National Grid Holdings Inc. (USA) - 99 6,386,974 4,489,031 Subsidiary of National Grid (US) Partner 2 Limited National Grid General Partnership (8) Partnership 1 47,202 n/a National Grid Holdings Inc. (USA) - 1 64,515 45,344 Subsidiaries of National Grid General Partnership National Grid US LLC (9) - 142,332 142,237 NG Chicago I LLC (USA) - - National Grid Holdings Inc. (USA) Ordinary 1,353 4,595,891 4,543,302 Non-equity securities 3,816,213 Subsidiaries of National Grid Holdings Inc. National Grid Ten (10) $1 ordinary 1,148,825 91,907 91,907 NGG (Delaware) LLC (11) National Grid USA Common 1,000 7,413,504 7,413,504 Non-equity securities 72,952 Subsidiary of the parent holding Company- National Grid Holdings One plc National Grid Holdings Limited (12) Ordinary £1 99,999,999 5,853,088 2,801,918 Non-equity securities 6,210 40,421 Subsidiary of National Grid Holdings Limited ENMO Limited (13) A Ordinary £1 2,250,000 75 207 - B Ordinary £1 nil 25 618 n/a National Grid Nominees Limited Ordinary £1 2 - - National Grid Five Limited Ordinary £1 263,368,411 1,244,106 1,235,712 National Grid Four Limited (14) Ordinary £1 100 (225,638) - Non-equity securities 700,000,000 - - National Grid Gold Limited (15) Ordinary £1 10,000 383,492 568,000 A Ordinary £1 1,989,974 1,987,132 National Grid Insurance Limited (16) Ordinary £1 1,300,000 31,820 31,240 Non-equity securities 7,100 n/a A shares £1 - - National Grid Jersey Holdings Three Limited Ordinary £0.01 250 (43) - National Grid Jersey Holdings Four Limited Ordinary £0.01 400 5,634 5,680 National Grid Jersey Holdings Five Limited Ordinary £0.01 148,843 (52) - National Grid One Limited Ordinary £1 100 2,248 45 National Grid Two Limited Ordinary £1 100 2,569 43 NGG Telecoms Holdings Limited (17) Ordinary £1 999 3,742,650 3,799,465 A shares £1 1 1 B shares £1 1 1 NGG Telecoms Investment Limited Ordinary £1 2 - - National Grid (US) Investments 3 Ordinary £1 1 50 - - National Grid (US) Investments (18) Ordinary £1 225,299 99.7 1,040,491 1,040,491 National Grid (Ireland) 1 Limited (19) Ordinary US$50 262,364 943,369 1,857,119 Non-equity securities 3,387,962 3,240,518 National Grid Properties Limited (20) Ordinary £1 34,806,296 49,426 49,425 The National Grid Company plc Ordinary £1 6,374 1,113,936 3,745,565 Non-equity securities 68,555 68,555 The National Grid Group Quest Trustee Company Limited () Subsidiary of National Grid Jersey Properties Limited NG Property Developments Limited (21) Ordinary £1 300,000 428 455 Subsidiary of The National Grid Company plc -NGC Employee Shares Trustee Limited () NGC Leasing Limited Ordinary £1 100 - - -Elexon Limited (22) Subsidiary of National Grid Nominees Limited -BSc Co. Limited () Ordinary £1 1 -Electracom Limited () Ordinary £1 2 -Energi Limited () Ordinary £1 2 -Energis Services Limited () Ordinary £1 2 -Energy Market Operations Limited () Ordinary £1 1 -Energy Settlements and Information Services -Limited () Ordinary £1 2 -Enex Operations Limited () Ordinary £1 1 -EPFA Limited () Ordinary £1 1 -EPFAL Limited () Ordinary £1 2 -First Point Services Limited () Ordinary £1 1 -First Point Solutions Limited () Ordinary £1 1 -Gemstone Software Limited () Ordinary £1 1 -Grid International Limited () Ordinary £1 2 -Gridnat Limited () Ordinary £1 1 -International Power Systems Limited () Ordinary £1 2 -IPS Limited () Ordinary £1 2 -NATGRID Limited () Ordinary £1 2 -Natgrid Holdings Limited () Ordinary £1 1 -National Grid Market Services Limited () Ordinary £1 1 -NetMap Limited() Ordinary £1 1 -NGC Energy Limited () Ordinary £1 2 -NGC (GB) Limited () Ordinary £1 2 -NGC Leisure Limited () Ordinary £1 2 -NGG Limited () Ordinary £1 1 -Powercom Limited () Ordinary £1 2 -Supergrid Limited () Ordinary £1 2 -Teldata Services Limited () Ordinary £1 1 -Teldata Solutions Limited () Ordinary £1 1 -Telecom Electric Limited () Ordinary £1 2 -Transgrid Limited () Ordinary £1 1 Subsidiary of National Grid Four Limited Energis plc (23) 123,582,445 7.1 - Subsidiary of National Grid Jersey Holdings Four Limited Gridcom Limited Ordinary £1 4,000,000 3,902 5,680 Subsidiary of National Grid Jersey Holdings Five Limited National Grid Three Limited Ordinary £1 505 (1,102,149) - Subsidiary of National Grid Three Limited NGG Telecoms Limited Ordinary £1 216,810,197 786,561 786,594 Subsidiary of National Grid Telecoms Limited Energis plc (23) 442,500,000 25.4 - -NGC IT Limited () Ordinary £1 2 Subsidiary of National Grid (Ireland) 1 Limited National Grid (Ireland) 2 Limited (8) Ordinary US$50 745,807 3,874,840 2,981,255 National Grid Nine Limited (24) Ordinary £1 2,626 26 1,325,386 1,373,634 Subsidiary of National Grid (Ireland) 2 Limited National Grid Nine Limited Ordinary £1 7,474 74 3,772,252 3,909,572 Subsidiary of National Grid Five Limited National Grid Six Limited Ordinary £1 1 (89,173) 103,981 Non-equity securities 111,780 - NATGRID Finance Holdings Limited Ordinary £1 3,500,100 1,231,809 1,207,000 National Grid International Limited Ordinary £1 83,600,100 (644,718) - NGC Two Limited Ordinary £1 159,999,999 208,687 239,083 Subsidiary of NatGrid Finance Holdings Limited NATGRID Finance Limited Ordinary £1 100 2,198,891 2,092,497 Subsidiary of NatGrid Finance Limited NG Jersey Limited Ordinary £0.01 140,000 2,031,380 1,988,000 NG Investments Limited Ordinary £0.01 68,197 97,126 96,837 Subsidiary of NG Investments Ltd NATGRID Investments Ltd (25) Ordinary £1 1,000 14,433 142 A Shares £1 100 - 46 B Shares £1 300 - - Subsidiary of NGC Two Limited The National Grid Investments Company (26) Ordinary £1 10,000,000 41,380 14,200 A Ordinary £1 191,975 190,974 Subsidiary of National Grid International Limited NG Procurement Holdings Limited Ordinary £1 506,002 (2,093) - -NG USI Inc. () Grid Investment Holdings Limited Ordinary £1 100 - - Teldata International Limited Ordinary £1 2 181 - National Grid (Isle of Man) UK Limited Ordinary £1 2,000 22,564 6,390 National Grid Overseas Limited (27) Ordinary £1 200 199,319 52,094 Non-equity securities 248,424 248,424 B Ordinary £1 383,949 378,540 National Grid Seven Limited Ordinary £1 100 66,712 63,530 Network Mapping Limited (28) Ordinary £1 300,000 398 426 National Grid Indus BV Ord NLG 1000 87,352 54,679 51,120 NGC Indus Limited Ordinary £1 33,113,000 47,020 50,996 NGC Zambia Limited Ordinary £1 15,754,000 22,371 25,844 National Grid Australia GP Pty Ltd Ordinary AS$1 137,000 181 180 National Grid Australia LLP (29) Partnership n/a 99 18,073 17,779 Original Basslink Pty Limited () The Electricity Transmission Company Limited Ordinary £1 34,110,000 48,436 48,911 Britned Development Limited (30) 50 (3) - Subsidiary of NG Procurement Holdings Limited National Grid Procurement BV Ordinary Euro450 40 (29) - Subsidiary of Grid Investment Holdings Limited Grid One Limited Ordinary £1 1 - - Non-equity securities 1 - - Subsidiary of National Grid Overseas Limited National Grid Overseas Two Limited Ordinary £1 100 (362,312) - Subsidiary of National Grid Australia LLP National Grid Australia Pty Limited Ordinary AS$1 34,100,000 18,073 17,514 Subsidiary of National Grid Australia PTY Limited Basslink Pty Limited Ordinary AS$1 13,700,000 18,073 17,514 Subsidiary of National Grid Seven Limited National Grid Holdings BV Ordinary Euro450 62 175,356 140,748 National Grid (Ireland) 1 Limited (31) Ordinary US$50 1 - 7 Non-equity securities - 5 National Grid (Ireland) 2 Limited (31) Ordinary US$50 1 3,874,840 2,960,260 Subsidiary of National Grid Holdings BV National Grid Poland BV Ordinary Euro450 40 4,787 - Non-equity securities 1 - - National Grid Central Europe BV Ordinary Euro450 40 (26) 24 National Grid Brazil BV Ordinary Euro450 40 (392,384) - National Grid Manquehue BV Ordinary Euro450 40 (71,548) - National Grid Finance BV Ordinary Euro450 120 (6,312) - National Grid Zambia BV Ordinary Euro450 50,000 37,507 23,054 National Grid India BV Ordinary Euro450 40 (13) 16 NGC do Brasil Participacoes Ltda 331 300 National Grid Brazil Transmission BV Ordinary Euro45 400 10,000 10,681 National Grid Brazil Finance Ordinary £1 100 101,224 90,206 National Grid Holland Limited Ordinary £1 100 1 - National Grid Indus BV Ordinary NLG 1000 87,352 54,679 - National Grid Reserve VII BV Ordinary Euro450 40 5 17 National Grid Reserve VIII BV Ordinary Euro 500 40 9 17 National Grid Reserve IX BV Ordinary Euro 500 40 10 17 National Grid Reserve X BV Ordinary Euro 500 40 10 17 National Grid Fourteen Limited (32) Ordinary £1 2 - - Subsidiary of National Grid Poland BV Energis Polska Sp z.o.o 318,266 48.75 13,670 - Subsidiary of National Grid Central Europe BV Central Europe Telecoms Holdings BV Ordinary Euro450 40 4 8 Subsidiary of National Grid Brazil BV JVCO Participacoes Ltda 900,000,000 50 65,958 - Subsidiary of JVCO Participacoes Ltda Holdco Participacoes Ltda 3,000,000,000 ** ** Subsidiary of Holdco Participacoes Ltda Intelig Telecomunicacoes Ltda 2,300,000,000 ** ** Subsidiary of National Grid Manquehue BV Manquehue Net S.A. 701,191 30 42,829 - Subsidiary of National Grid Fourteen Limited National Grid Chile BV Ordinary Euro450 40 (58,756) - Subsidiary of National Grid Chile BV Silica Networks S.A. (33) 61,500,500 50 42,871 - SCC Uno SA (34) 500 50 ** ** Subsidiary of Silica Networks S.A. Inversiones Silica Networks SA (35) 73,186,229,999 ** ** Subsidiary of Inversiones Silica Networks S.A SN Investments Argentina S.A (36) 90,436,084 ** ** Silica Networks Chile S.A (37) 26,592,199 ** ** Subsidiary of SN Investments Argentina S.A Silica Networks Argentina S.A (38) 37,172,999 ** ** Subsidiary of National Grid Finance BV Compania Inversora En Transmicion Electrica CITELEC S.A. 105,974,400 42.5 164,531 - Subsidiary of Compania Inversora En Transmicion Electrica CITELEC S.A Transener S.A (39) 234,129,232 ** ** Subsidiary of Transener S.A Transba S.A (40) 198,160,309 ** ** Subsidiary of National Grid Zambia BV Copperbelt Energy Corporation plc 3,850,000 38.6 41,076 26,626 Section 1 notes () Dormant () Entity is not controlled by National Grid and this information is either not known to National Grid or reasonably available to National Grid (1) NGG Finance plc is a public company organized under the laws of England and Wales, which makes bond issues on behalf of the group. NGG Finance plc was incorporated on 21 May 2001 and became a subsidiary on 27 July 2001. 50,000,000 £1 Redeemable Preference shares are held by National Grid Eight Limited and 18,500,000 £1 Redeemable Preference shares are held by National Grid Eleven Limited. (2) National Grid Holdings One plc (NGH1) was until 31 January 2001 the ultimate holding company of the National Grid Group. Following the Groups' Scheme of Arrangement for the merger with Niagara Mohawk Holdings Inc. it became a subsidiary within the Group and changed its name to National Grid Holdings One plc. The special rights redeemable preference share of £1 was redeemed and a new £1 'B' share issued. New National Grid plc, formerly a subsidiary within the Group, changed its name to National Grid Group plc and became the new ultimate holding company, holder of the B share in NGH1 and issued a new £1 Special Rights Redeemable Preference share (the 'Special Share') to The Secretary of State For Trade and Industry. (3) National Grid Luxembourg 1 SARL and National Grid Luxembourg 2 SARL were both incorporated under the laws of Luxembourg on 1 June 2001 and are investment companies, currently inactive. (4) National Grid (US) Partner 1 Limited and National Grid (US) Partner 2 Limited are both companies organized under the laws of England and Wales, incorporated on 30 October 2001 as group subsidiaries and intermediate holding companies. (5) National Grid Twelve Limited is a company organized under the laws of England and Wales, incorporated on 18 January 2002 as a subsidiary and intermediate holding company. (6) National Grid Eight Limited is a company organized under the laws of England and Wales, incorporated on 22 May 2001 as a subsidiary and intermediate holding company. (7) National Grid Eleven Limited is a company organized under the laws of England and Wales, incorporated on 10 January 2002 as a subsidiary and intermediate holding company. (8) National Grid General Partnership is a partnership of which 99% is held by National Grid (US) Partner 1 Limited and 1% is held by National Grid (US) Partner 2 Limited with effect from 20 December 2001. From that date, the former holding companies for this partnership, National Grid (Ireland) 1 Limited and its subsidiary, National Grid (Ireland) 2 Limited, were transferred under National Grid Holdings Limited. (9) National Grid General Partnership owns a 100% membership interest in National Grid US LLC. (10) National Grid Ten is a company organized under the laws of England and Wales, incorporated on 17 December 2001 as a subsidiary and investment company as National Grid Ten Limited, it converted to unlimited company on 4 February 2002. (11) National Grid Holdings Inc. owns a 100% membership interest in NGG (Delaware) LLC. (12) 1000 A shares in National Grid Holdings Limited are held by National Grid One Limited. (13) National Grid Holdings Limited holds all the A shares in ENMO Limited, which give 75% of voting power. The remaining 25% of voting power is held by the B shareholder which is not a group company. (14) 700 million Preference shares in National Grid Four Limited, held by National Grid Holdings limited. (15) On 10 December 2001 the 1,000 issued redeemable preference shares in National Grid Gold Limited, held by NG Jersey Limited, were redesignated as 'A' ordinary shares. (16) 1 Class A £1 share and 100,000 £50 redeemable preference shares in National Grid Insurance Limited held outside the group. (17) 1,000 A shares in NGG Telecoms Holdings Ltd held by NatGrid Investments Limited. 1,000 B shares held by National Grid Two Limited. (18) National Grid (US) Investments, formerly a subsidiary of National Grid (US) Holdings Limited was transferred to National Grid Holdings Limited on 20 December 2001. (19) 740,065 $50 preference shares in National Grid (Ireland) 1 Limited held by National Grid Holdings Limited. (20) National Grid Properties Limited is a company organized under the laws of England and Wales and is the group's holding company for certain UK properties owned by the group. (21) NG Property Developments Limited, formerly named NGC Properties Limited until 18 January 2002, a company organized under the laws of England and Wales, owns and develops property that is not used for the operation of the transmission system in England and Wales, usually with a view toward eventual sale by the group. Beneficial ownership was transferred from The National Grid Company plc to National Grid Properties Limited on 25 March 2002. (22) The National Grid Company Limited is the registered shareholder of Elexon Limited. However National Grid does not exercise control over this company. (23) National Grid Four Limited holds 123,582,445 shares in Energis plc (7.1%) and NGG Telecoms Limited holds 442,500,000 shares in Energis plc (25.4%). Energis plc is not controlled by National Grid, has not published its accounts for the year ended 31 March 2002 as at the date of this submission. Further information concerning the subsidiaries of Energis plc is not known or reasonably available to National Grid. (24) National Grid Nine Limited is a company organized under the laws of England and Wales and is an investment company. National Grid Nine Limited was incorporated on 24 February 2000 and became a group subsidiary on 21 September 2000. Ownership is split between National Grid (Ireland) 1 Limited (26%)and National Grid (Ireland) 2 Limited (74%). (25) 100 A shares in Natgrid Investments Ltd are held by National Grid Holdings Limited. 200 B shares are held by National Insurance Limited and 100 B shares are held by National Grid Holland Limited. (26) On 6 December 2001, the 150 million yen preference shares in The National Grid Investments Company were redesignated as 'A' ordinary shares. (27) The National Grid Investments Company holds 168,368,400 redeemable A preference shares, and National Grid International Limited holds 30,000,000 'B' ordinary shares (redesignated from B yen preference shares on 6 December 2001), in National Grid Overseas Limited. (28) Network Mapping Limited, is a company organized under the laws of England and Wales and provides survey data of power utility assets, and offers related services to customers. The Company was a dormant subsidiary until 31 August 2001. (29) National Grid Australia LLP is a limited liability partnership in which National Grid International Grid Limited holds a 99% interest and NG Australia GP Pty Limited holds a 1% interest. (30) Britned Development Limited is a company organized under the laws of England and Wales and is a joint venture company. Britned Development Limited was incorporated on 12 July 2001 and became a group subsidiary on 28 September 2001. (31) One share held by National Grid Seven Limited. (32) National Grid Fourteen Limited is a company organized under the laws of England and Wales and is an intermediate holding company. National Grid Fourteen Limited was incorporated on 27 February 2002 as a group subsidiary. (33) In addition, 37,023,301 (30.1%) of Silica Networks S.A is held by Manquehue Net S.A. (34) In addition, 301 shares in SCC Uno S.A. (30.1%) are held by Manquehue Net S.A. (35) One share in Inversiones Silica Networks S.A ('Inversiones') is held by SCC Uno S.A. Inversiones was incorporated on 9 April 2001 in its present role. (36) SN Investments Argentina SA is a company organised under the laws of Chile, which was incoporated on 27 December 2001 in its present role. (37) In addition, one share in Silica Networks Chile S.A is held by SCC Uno S.A. (38) In addition, one share in Silica Networks Argentina S.A is held by SCC Uno S.A. (39) Transener S.A. is 65% owned by Citilec S.A, whose interest in Transener is split: 183,701,397 A shares and 50,427,835 B shares (40) Transba S.A. is 90% owned by Transener S.A, whose interest in Transba is split: 112,290,842 A shares and 85,896,467 B shares Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF MARCH 31, 2002 (1) Value Per Books of Percent of Issuer and Number of Voting Power Carrying Name of Company Common Shares (100% unless Value (and abbreviation used herein) Owned Specified) to Owner ------------------------------ ------------- ------------ -------- (000's) National Grid USA Granite State Electric Company (Granite) 60,400 $51,429 Massachusetts Electric Company (Mass Electric) 2,398,111 1,661,168 Nantucket Electric Company (Nantucket) 1 23,225 The Narragansett Electric Company (Narragansett) 1,132,487 923,770 NEES Energy, Inc. (NEES Energy) 1,000 (6,508) Unsecured Debt - 5,816 Wayfinder Group, Inc. (Wayfinder) 1,000 (5,165) Unsecured Debt - 8,651 New England Hydro-Transmission Electric Company, Inc. (NEHTEC) (2) 1,336,496 53.97 19,056 New England Hydro-Transmission Corporation (NEHTC) (2) 6,203 53.97 11,575 New England Electric Transmission Corporation (NEET) 24 832 New England Energy Incorporated (NEEI) 2,500 0 Unsecured debt - 0 National Grid USA Service Company, Inc. 3 11,192 New England Power Company (NEP) 3,619,896 99.60 941,060 NEES Communications, Inc. (NEESCom) 10,000 123,462 Unsecured debt 105,510 Metrowest Realty LLC (Metrowest) 4,013 Unsecured debt 5,827 EUA Energy Investment Corporation 100 16,428 National Grid Transmission Services Corp. 1,000 (254) Unsecured debt 400 Niagara Mohawk Holdings, Inc. (3) 160,239,818 3,101,124 ----------------- $7,002,611 ========== Niagara Mohawk Holdings, Inc. Niagara Mohawk Power Corporation 187,364,863 2,939,702 NM Uranium, Inc. 2,000 (15) HCE Pepperell, Inc. (4) NM Receivables Corp. II 2,000 34 NM Receivables LLC (5) - 99.99 219,507 NM Properties, Inc. 3,075 13,779 Salmon Shores, Inc. 100 291 Salmon Shores Partnership (6) 50.00 290 Riverview, Inc. 314 108 Riverview Galusha LLC 50.00 203 Landwest, Inc. 303 257 Hudson Pointe, Inc. 100 - Upper Hudson Development Inc. 943 827 OpoprCo., Inc. 1,286 4,975 Moreau Park, Inc. 215 733 Land Management & Development, Inc. 971 6,314 Minoa Farms Development Co. LLC 50.00 257 Salmon Hills Cross Country Ski Resort LLC 15.00 0 Salmon Shores Partnership (6) 50.00 73 Second Street Associates, LLC 50.00 166 Opinac North America, Inc. 1,000 95,107 Telergy, Inc.(7) 1,483,340 18.00 - eVionyx, Inc.(8) 18,000,000 16.00 - Niagara Mohawk Energy, Inc. 347 - Telergy Central LLC (9) 25.00 - Direct Global Power 32,533 26.00 - Opinac Energy Corporation 12,800,001 104,078 Canadian Niagara Power Company LTD (10) 150,000 50.00 21,935 Canadian Niagara Power Inc. 5,700,000 11,014 Westario Power Holdings Inc. 500 10.00 104 Westario Power Services Inc. Westario Power Inc. Rideau St. Lawrence Holdings Inc. 171,516 10.00 226 Rideau St. Lawrence Distribution, Inc. Rideau St. Lawrence Utilities Inc. Rideau St. Lawrence Services Inc. 1161557 Ontario Inc. - NEESCom Goddard GigaPoP LLC (11) $231 NEES Telecommunications Corp New England Hydro Finance Company (NEHFC) (12) 537 57.47 5 NEES Energy, Inc. AEMC, L.L.C. AEDR Fuels LLC NEP Connecticut Yankee Atomic Power Company 68,250 19.5 $12,768 Maine Yankee Atomic Power Company 101,952 24.0$15,000 Vermont Yankee Nuclear Power Corporation 88,203 23.9 $12,287 Yankee Atomic Electric Company 2,646 34.5 $ 285 New England Hydro-Transmission Electric Company, Inc. (NEHTEC) (2) 86,663 3.50 1,236 New England Hydro-Transmission Corporation (NEHTC) (2) 402 3.50 751 EUA Energy Investment Corporation Eastern Unicord Corp. Separation Technology Inc. (13) 0 EUA Bioten Inc. 100 0 New England Wholesale Electric Company (14) Wayfinder Nexus Energy Software, Inc. (15) 2,150 NEWHC, Inc. * 1,000 Inactive. (1) Attached as Exhibit E hereto is a schedule showing investments during the year ended March 31, 2002 in the National Grid USA Money Pool, through which certain System companies lend to or borrow from other System companies (Commission File Nos. 70-8901 and 70-9089). (2) New England Power Company's shares obtained through merger with EUA's Montaup Electric Company on May 1, 2000 listed separately. (3) Niagara Mohawk Holdings, Inc. (Holdings) and its subsidiaries became National Grid USA subsidiaries with the merger of Holdings and National Grid on January 31, 2002. A description of Holdings and its subsidiaries was contained in the Form U-1 filing for the merger. (See File No. 70-9849, dated January 1, 2002.) (4) Dissolved in July 2002. (5) NM Receivables LLC, a New York limited liability company, is a single-purpose, financing subsidiary that purchases and resells Niagara Mohawk's customer receivables, including accrued unbilled revenues. NM Receivables LLC is over 99.99% owned by Niagara Mohawk and is also owned by NM Receivables Corp. II. (6) Salmon Shores Partnership is owned 50% by NM Properties, Inc. and 50% by Land Management & Development, Inc. (7) Telergy, Inc., an exempt telecommunications company under Section 34 of the Act and New York corporation, in which Opinac North America, Inc. holds an 18% stake, has filed for bankruptcy and is in liquidation. (8) eVionyx, Inc., an exempt telecommunications company under Section 34 of the Act and a Delaware corporation, in which Opinac North America, Inc. holds a 16% stake, is a research and development company that has developed and intends to commercialize new fuel cell and battery technology. (9) Telergy Central LLC, an exempt telecommunications company under Section 34 of the Act and a Delaware corporation, has filed for bankruptcy and is in liquidation. (10) The sale of Opinac Energy Corporation's 50% interest in Canadian Niagara Power Company Limited to Fortis Inc. was completed on July 10, 2002. (11) Goddard GigaPoP LLC, a Delaware limited liability corporation formed on April 18, 2000, is 50% owned by NEESCom and 50% owned by non affiliates. Its purpose is to develop, operate, and maintain an Internet 2 GigaPoP facility and market and sell access thereto. (12) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50% interest. The tabulation shown above reflects National Grid USA's and New England Power Company's indirect ownership in NEHFC. (13) Separation Technology, Inc., a Delaware corporation, was formed on March 28, 1989. EUA Energy Investment Corporation owns 1,052,630 common shares, of which 455,000 are voting shares representing a 9% ownership interest. NGUSA owns 6% convertible stock representing a 5% ownership interest. Its purpose is to produce concrete from flyash waste from coal-fired generating units. (14) Incorporated in 1972; not yet capitalized. (15) Wayfinder has a 43% ownership interest (but only a 9.9% voting interest) in Nexus Energy Software, Inc., resulting from 1,000,000 shares of Series A Preferred Stock and 300,000 shares of Series B Preferred Stock. Item 2. ACQUISITION OR SALES OF UTILITY ASSETS Merger with Niagara Mohawk --------------------------- On January 31, 2002, the merger of Niagara Mohawk Holdings, Inc. (Holdings) and National Grid Group plc was completed, with Holdings becoming a wholly owned subsidiary of National Grid USA. Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES FISCAL YEAR ENDED MARCH 31, 2002 --------------------- None. Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES Fiscal Year Ended March 31, 2002 ------------------------------------------- Name of Company Acquiring, Redeeming Number of Shares or Retiring or Principal Amount Commission Securities -------------------------- Authorization (Issuer unless Redeemed or (Release No. Name of Issuer otherwise noted) Acquired Retired (A) Consideration or Other) -------------- ---------------- ----------- ------------- ------------- -------------- NEHFC Unsecured Notes $10,520,000 $10,520,000 25304 & (B) NEES ENERGY Sub. Promissory Note NG USA $5,399,689 $5,399,689 26520 & 26633 Sub. Promissory Note $18,396,481 $18,396,481 26520 & 26633 NEET Common Stock 11 shares $370,806 24162 Secured Note $2,704,000 $2,704,000 24162 NARRAGANSETT Bonds $37,200,000 $37,200,000 (B) Preferred Stock 120 shares $4,500 (B) MASSACHUSETTS ELECTRIC Bonds $5,000,000 $5,000,000 (B) Preferred Stock 95,030 shares $9,930,930 (B) WAYFINDER Sub. Promissory Note NG USA $200,000 $200,000 (C) Sub. Promissory Note $3,525,000 $3,525,000 (C) NEES COMMUNICATIONS, INC. Sub. Promissory Note NG USA $36,925,000 $36,925,000 (D) Sub. Promissory Note $13,600,000 $13,600,000 (D) NANTUCKET Bonds $1,500,000 $1,500,000 (B) Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Cont.) Name of Company Acquiring, Redeeming Number of Shares or Retiring or Principal Amount Commission Securities ------------------------ Authorization (Issuer unless Redeemed or (Release No. Name of Issuer otherwise noted) Acquired Retired (A) Consideration or Other) -------------- ---------------- ----------- ------------- ------------- -------------- METROWEST Sub. Promissory Note NG USA $325,000 $325,000 (E) Sub. Promissory Note $1,800,000 $1,800,000 (E) TRANSMISSION SERVICES Sub. Promissory Note NG USA $225,000 $225,000 (F) $125,000 $125,000 (F) NIAGARA MOHAWK POWER CORP. Bonds $119,012,000 $119,012,000 (B) Preferred Stock $393,339,500 $393,339,500 (B) -------------------- (A) Securities were extinguished. (B) Rule 42. (C) SEC Release No. 25261, 26017, 26057, 26235, 26277, 26291, & 26681. (D) NEESCom is an Exempt Telecommunications Company pursuant to Section 34 of the Act. (E) SEC Release No. 24847 and Rule 45(b)(3). (F) Rule 58 Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES As of March 31, 2002 Number of Shares or General Principal Percent Nature Carrying Amount Voting of Issuer's Value Name of Owner Name of Issuer Security Owned Owned Power Business to Owner ------------- -------------- -------------- --------- ------- ----------- ----------- (in thous.) National UNITIL Corporation Capital Stock 34,400 shs. 0.7 Public $ 303 Grid USA no par value Utility Niagara Mohawk Power Corp. UMICO Holdings, Inc. Capital Stock 68,579 shs. 34.29 Mutual $.01 par value Insurance $2,500 per share Company Four Three business Stocks $ 99 Subsidiaries (A) development corporations ---------------------- (A) Mass. Electric, Narragansett, NEP, and Niagara Mohawk Power Corp. Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002. NG NG (US) NG (US) NG (US) NG (US) National Group Holdings Invest- Partner 1 Partner 2 Grid Plc Limited ments 4 Ltd Ltd. Holdings, Inc. ------------ ------------ ----------- ------------------ -------------- ------------------ Stephen Box D D D D D D P Charles Carter D D John G. Cochrane D T 25 Research Dr., Westborough, MA William Davis D Robert W. Faircloth D David C. Forward S S S S John A. M. Grant D Dr. Bonnie G. Hill D Steven Holliday D Michael E. Jesanis D VP 25 Research Dr., Westborough, MA Paul L. Joskow D Martin D. O'Donovan D D D D Lawrence J. Reilly D VP 25 Research Dr., Westborough, MA Richard G. Reynolds D James H. Ross D ChB Richard P. Sergel D 25 Research Dr., Westborough, MA Fiona B. Smith S D S D S D D VP Roger Urwin D D D D D All of Principal Business Address: 15 Marylebone Road, London, NW1 5JD - except as indicated Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002. (Note A) EUA Mass Way- NGUSA ENER. NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC EUA BIOTEN INV. NMPC NMH ---------- --------- ------- -------- ------- -------- ------- ----- ------------ --------- ------------ ---------- ------------------ ------- -------- ------- John T. Ash, Jr. VP 1304 Buckley Rd, N. Syracuse, NY Gregory Barone 300 Erie Boulevard West, Syracuse, NY Richard N. Boisvert Cornell University, Ithaca, NY Leonard Joseph Callan 3019 Iron Stone Court, Arlington, TX D Edward A. Capomacchio Co Co Co Co Co VP Co Co Co Co Co John G. Cochrane D VP D D D D T D T P D VP D D VP D D P D D P T D P T D VP Eric P. Cody VP VP Steve Coomber D P D P D P Susan M. Crossett VP 300 Erie Boulevard West, Syracuse, NY Ian Davis VP D VP D D VP William E. Davis Ch D Ch D 300 Erie Boulevard West, Syracuse, NY Edward J. Dienst SrVP SrVP SrVP 55 Bearfoot Road, Northboro, MA William F. Dowd VP William F. Edwards Sr-VP D P D 300 Erie Boulevard West, Syracuse, NY Dennis W. Elsenbeck VP 525 Washington St., Buffalo, NY William J. Flaherty 55 Bearfoot Road, Northboro, MA VP Theresa A. Flaim VP 300 Erie Boulevard West, Syracuse, NY Peter G. Flynn VP VP D P David Fredericks 2 Fairgrounds Rd., Nantucket, MA EUA Mass Way- NGUSA ENER. NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC EUA BIOTEN INV. NMPC NMH ---------- --------- ------- -------- ------- -------- ------- ----- ------------ --------- ------------ ---------- ------------------ ------- -------- ------- Barry Gee VP Donald G. Gibson 300 Erie Boulevard West, Syracuse, NY Gregory A. Hale C Stephen T. Hall VP 161 Mulberry Street, Brockton, MA Barbara A. Hassan 55 Bearfoot Rd, Northboro, MA Sr-VP Sr-VP Sr-VP David C. Hatch 300 Erie Boulevard West, Syracuse, NY Charles F. Henderson VP Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG. Trans. NM Opinac Corp. Prop. Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Serv.Corp . Energy NA --------- ------ ------------- --------- --------- --------- ------------ -------------- -------------- ----------- ------------- --------- ---------- John T. Ash, Jr. 1304 Buckley Rd., N. Syracuse, NY Gregory Barone S 300 Erie Boulevard West, Syracuse, NY Richard N. Boisvert D Cornell University, Ithaca, NY Leonard Joseph Callan 3019 Iron Stone Court, Arlington, TX Edward A. Capomacchio Co John G. Cochrane D D D T P D T P D D T D D D T D Eric P. Cody Steve Coomber Susan M. Crossett 300 Erie Boulevard West, Syracuse, NY Ian Davis D P William E. Davis D D 300 Erie Boulevard West, Syracuse, NY Edward J. Dienst Sr-VP 55 Bearfoot Rd, Northboro, MA William F. Dowd William F. Edwards 300 Erie Boulevard West, Syracuse, NY Dennis W. Elsenbeck 525 Washington St, Buffalo, NY William J. Flaherty 55 Bearfoot Rd, Northboro, MA Theresa A. Flaim 300 Erie Boulevard West, Syracuse, NY Peter G. Flynn Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG. Trans. NM Opinac Corp. Prop. Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Serv.Corp . Energy NA --------- ------ ------------- --------- --------- --------- ------------ -------------- -------------- ----------- ------------- --------- ---------- David Fredericks 2 Fairgrounds Rd., Nantucket, MA VP Barry Gee Donald G. Gibson D S 300 Erie Boulevard West, Syracuse, NY Gregory A. Hale C C Stephen T. Hall 161 Mulberry Street, Brockton, MA Barbara A. Hassan 55 Bearfoot Rd, Northboro, MA Sr-VP David C. Hatch VP COO 300 Erie Boulevard West, Syracuse, NY Charles F. Henderson Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) EUA Mass Way- NGUSA ENER. NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC EUA BIOTEN INV. NMPC NMH --------- --------- ------- ------- ------- ------- ------- ----- ------------ ---------- ------------ ---------- ------------------ -------- --------- ------- Marilyn Higgins VP 300 Erie Boulevard West, Syracuse, NY Robert H. Hoaglund II Timothy F. Horan 280 Melrose St., Providence, RI VP Barry E. Huston 55 Bearfoot Rd., Northboro, MA VP VP VP Michael R. Hynes VP 21 British Amer. Rd, Latham, NY Michael E. Jesanis D E-VP D D D D VP D VP D D VP Gary R. Jesmain Sr-VP 300 Erie Boulevard West, Syracuse, NY Jay I. Kalter 300 Erie Boulevard West, Syracuse, NY Paul E. Kazmierczak VP 5100 East Main St, Batavia, NY Michael J. Kelleher T VP T 300 Erie Boulevard West, Syracuse, NY David C. Kennedy VP VP Darlene D. Kerr Sr-VP D P D Cheryl A. LaFleur D Sr-VP P D P D P D 55 Bearfoot Road, Northboro, MA Shannon M. Larson VP Gary J. Lavine Sr-VP 300 Erie Boulevard West, Syracuse, NY Peter H. Lebro VP 300 Erie Boulevard West, Syracuse, NY Scott D. Leuthauser VP 300 Erie Boulevard West, Syracuse, NY EUA Mass Way- NGUSA ENER. NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC EUA BIOTEN INV. NMPC NMH --------- --------- ------- ------- ------- ------- ------- ----- ------------ ---------- ------------ ---------- ------------------ -------- --------- ------- Annemarie Loftus 245 South Main St., Hopedale, MA VP Ralph E. Loomis 633 Pennsylvania Ave. NW, Washington, DC VP Marc F. Mahoney VP VP VP VP VP VP John F. Malley VP Frederick L. Mason III VP Robert H. McLaren Sr-VP Sr-VP Sr-VP 55 Bearfoot Rd., Northboro, MA Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG.Trans NM Opinac Corp. Prop Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Serv. Co Energy NA ------------ ------ -------- -------- --------- ----------- -------------- ------------- ------------- ------------ ------------- --------- ---------- Marilyn Higgins 300 Erie Boulevard West, Syracuse, NY Robert H. Hoaglund, II P D Timothy F. Horan 280 Melrose St., Providence, RI Barry E. Huston VP 55 Bearfoot Rd., Northboro, MA Michael R. Hynes 21 British Amer. Rd, Latham, NY Michael E. Jesanis D D D D D Gary R. Jesmain 300 Erie Boulevard West, Syracuse, NY Jay I. Kalter VP 300 Erie Boulevard West, Syracuse, NY Paul E. Kazmierczak 5100 East Main St., Batavia, NY Michael J. Kelleher P D D T D P T P P 300 Erie Boulevard West, Syracuse, NY David C. Kennedy P Darlene D. Kerr D Cheryl A. LaFleur P D 55 Bearfoot Road, Northboro, MA Shannon M. Larson VP Gary J. Lavine 300 Erie Boulevard West, Syracuse, NY Peter H. Lebro 300 Erie Boulevard West, Syracuse, NY Scott D. Leuthauser 300 Erie Boulevard West, Syracuse, NY Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG.Trans NM Opinac Corp. Prop Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Serv. Co Energy NA ------------ ------ -------- -------- --------- ----------- -------------- ------------- ------------- ------------ ------------- --------- ---------- Annemarie Loftus 245 South Main St., Hopedale, MA Ralph E. Loomis 633 Pennsylvania Ave. NW, Washington, DC Marc F. Mahoney VP John F. Malley Frederick L. Mason III Robert H. McLaren Sr-VP 55 Bearfoot Rd., Northboro, MA Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) EUA Mass Way- NGUSA ENER. NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC EUA BIOTEN INV. NMPC NMH ----------- --------- ------- -------- ------- -------- -------- ------ ------------ ----------- ------------ ---------- ------------------- --------- --------- -------- James P. Meehan C C Kevin P. Menard Quaker Lane, N. Kingston, RI VP Rita A. Moran 939 Southbridge St.,Worcester, MA VP Charles H. Moser 55 Bearfoot Rd., Northboro, MA VP Clement E. Nadeau Sr-VP D 300 Erie Boulevard West, Syracuse, NY Joseph P. Newman VP Kwong O. Nuey VP D Lydia M. Pastuszek Sr-VP Anthony C. Pini Sr-VP D 300 Erie Boulevard West, Syracuse, NY Robert G. Powderly D VP D D E-VP E-VP Alan J. Rabinowitz VP Kirk L. Ramsauer C S S C S C C Jay I. Reap 300 Erie Boulevard West, Syracuse, NY Arthur H. Rees VP 21265 NYS Rte. 232, Watertown, NY Lawrence J. Reilly D Sr-VP D VP S D D D D D D D VP D D D D D D VP Kapua A. Rice S S 300 Erie Boulevard West, Syracuse, NY James S. Robinson T VP T VP T T T VP Kenneth L. Robinson 469 Savage Farm Dr., Ithaca, NY Thomas E. Rogers VP Christopher E. Root 55 Bearfoot Rd., Northboro, MA Sr-VP Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG.Trans NM Opinac Corp. Properties Electric Comm. Energy AEMC NEWHC Corp. II Metrowest Uranium Serv. Co Energy NA ----------- ------------- ---------- -------- --------- ---------- ------------ -------------- ------------- -------- ------------ --------- --------- James P. Meehan C C Kevin P. Menard Quaker Lane, N. Kingston, RI Rita A. Moran 939 Southbridge St.,Worcester, MA Charles H. Moser 55 Bearfoot Rd., Northboro, MA Clement E. Nadeau 300 Erie Boulevard West, Syracuse, NY Joseph P. Newman Kwong O. Nuey Lydia M. Pastuszek Anthony C. Pini 300 Erie Boulevard West, Syracuse, NY Robert G. Powderly Alan J. Rabinowitz Kirk L. Ramsauer S Patrick J. Reap S 300 Erie Boulevard West, Syracuse, NY Arthur H. Rees 21265 NYS Rte. 232, Watertown, NY Lawrence J. Reilly D D D D D D D D D S D S Kapua A. Rice 300 Erie Boulevard West, Syracuse, NY James S. Robinson T Kenneth L. Robinson D 469 Savage Farm Dr., Ithaca, NY Thomas E. Rogers Christopher E. Root 55 Bearfoot Rd., Northboro, MA Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) EUA Mass Way- NGUSA EUA ENERGY NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC BIOTEN INV. NMPC NMH ----------- ---------- --------- --------- --------- --------- --------- ------- ------------- ----------- ------------ ---------- ------------ ------------ ---------- -------- Masheed H. Rosenqvist VP VP VP VP VP Timothy R. Roughan 548 Haydenville Rd., Northampton, MA VP Joseph M. Russo VP 300 Erie Boulevard West, Syracuse, NY Michael F. Ryan 280 Melrose St., Providence, RI E-VP Nancy H. Sala Sr-VP 55 Bearfoot Rd., Northboro, MA Michael W. Schlegel 300 Erie Boulevard West, Syracuse, NY Herbert Schrayshuen VP VP VP 300 Erie Boulevard West, Syracuse, NY Terry L. Schwennesen VP D 280 Melrose St., Providence, RI Robert G. Seega VP Richard P. Sergel D P D D D Ch P D D D D D D D D D D P D Philip R. Sharp 79 JFK St, Cambridge, MA D Judith Sheppard-Dunn VP 300 Erie Boulevard West, Syracuse, NY William T. Sherry 9 Lowell Rd., Salem, NH E-VP Steven W. Tasker Sr-VP T 300 Erie Boulevard West, Syracuse, NY John G. Upham II 170 Medford St., Malden, MA VP William C. Weiss 300 Erie Boulevard West, Syracuse, NY EUA Mass Way- NGUSA EUA ENERGY NGUSA Granite Elec Narra NEEI finder NEET NEP SERVICE NEHTC NEHTEC NEHFC BIOTEN INV. NMPC NMH ----------- ---------- --------- --------- --------- --------- --------- ------- ------------- ----------- ------------ ---------- ------------ ------------ ---------- -------- William F. Willman 300 Erie Boulevard West, Syracuse, NY Geraldine M. Zipser S C S C Jennifer K. Zschokke 55 Bearfoot Rd., Northboro, MA VP T VP T VP T Peter T. Zschokke VP VP VP Item 6. OFFICERS AND DIRECTORS Part I. As of March 31, 2002 (continued). (Note A) Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG Trans NM Opinac Corp. Properties Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Services Energy NA ---------- ------------ -------------- --------- --------- --------- ----------- ---------------- -------------- ----------- -------------- ---------- -------- Masheed H. Rosenqvist Timothy R. Roughan 548 Haydenville Rd., Northampton, MA Joseph M. Russo 300 Erie Boulevard West, Syracuse, NY Michael F. Ryan 280 Melrose St., Providence, RI Nancy H. Sala 55 Bearfoot Rd., Northboro, MA Sr-VP Michael W. Schlegel T D 300 Erie Boulevard West, Syracuse, NY Herbert Schrayshuen VP 300 Erie Boulevard West, Syracuse, NY Terry L. Schwennesen 280 Melrose St., Providence, RI Robert G. Seega Richard P. Sergel D D D P D D D D Philip R. Sharp 79 JFK St., Cambridge, MA Judith Sheppard-Dunn 300 Erie Boulevard West, Syracuse, NY William T. Sherry 9 Lowell Rd., Salem, NH Steven W. Tasker D VP T 300 Erie Boulevard West, Syracuse, NY John G. Upham II 170 Medford St., Malden, MA William C. Weiss D S 300 Erie Boulevard West, Syracuse, NY Opinac NM Energy NM Nantucket NEES NEES Receivables NM NG Trans NM Opinac Corp. Properties Electric Comm. Energy AEMC NEWHC Corp II Metrowest Uranium Services Energy NA ---------- ------------ -------------- --------- --------- --------- ----------- ---------------- -------------- ----------- -------------- ---------- -------- William F. Willman T 300 Erie Boulevard West, Syracuse, NY Geraldine M. Zipser S C S Jennifer K. Zschokke 55 Bearfoot Rd., Northboro, MA VP T Peter T. Zschokke VP Key: C Clerk Ch Chairman ChB Chairman of the Board Co Controller COO Chief Operating Officer D Director E-VP Executive Vice President P President S Secretary Sr-VP Senior Vice President T Treasurer VCh Vice Chairman VP Vice President Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated. Item 6. OFFICERS AND DIRECTORS Part II. Financial Connections as of March 31, 2002. Position Name and Held in Name of Location of Financial Applicable Officer or Financial Institution Exemption Director Institution (g) Rule ---------- ----------- ----------- ---------- Richard P. Sergel State Street Corporation D a, e Boston, MA -------------------- a - Rule 70(a) e - Rule 70(e) g - C-Chairman & CEO; D-Director; T-Trustee Item 6. OFFICERS AND DIRECTORS Part III. NATIONAL GRID GROUP PLC The following information is reproduced from the Annual Report on Form 20-F for the year ended March 31, 2002. Directors' Remuneration Composition and role of the Remuneration Committee The Remuneration Committee consists exclusively of independent Non-executive Directors. It is chaired by Bob Faircloth, and its other members are John Grant and Richard Reynolds. The Remuneration Committee is responsible for determining all aspects of Executive Directors' compensation, drawing on advice from both external independent remuneration consultants (New Bridge Street Consultants and Towers Perrin) and internal expertise. The Non-executive Chairman and the Group Chief Executive are invited to attend meetings to provide strategic advice on the impact of remuneration policies, but neither participate in any discussion on their own remuneration. The Board has accepted all of the Remuneration Committee's recommendations made throughout the year. The Remuneration Committee has decided, with the approval of the Board, to put the Remuneration Committee Statement to a shareholder vote at the Annual General Meeting. At the Extraordinary General Meeting on 23 July 2002 shareholders will be asked to approve a new Performance Share Plan which may form part of National Grid Transco's senior level remuneration strategy going forwards. The new Plan, combined with National Grid's existing incentive plans, will provide the new Remuneration Committee with the flexibility to incentivise Executive Directors and other senior executives to deliver exceptional company results through a range of stretching performance-related plans. Further details of the proposed National Grid Lattice Performance Share Plan 2002 are included in the Notice of Extraordinary General Meeting. Remuneration policy The Remuneration Committee designs remuneration packages with the aim of attracting, motivating and retaining high-calibre Directors who will deliver success for shareholders and high levels of customer service, safety and environmental standards while having due regard to the markets in which the Group operates. Executive Directors' remuneration Remuneration packages for Executive Directors consist of the following elements: Base salary Base salaries are reviewed annually taking account of the median market position (against businesses of a similar size and complexity) and business and personal performance. Account is also taken of salary increases and employment conditions across the Group. Incentives The Remuneration Committee recognises the importance of linking rewards to business and personal performance and considers that the following incentive arrangements provide a balance between short and long term incentives for National Grid: · annual bonus: a non-pensionable annual cash bonus of up to a maximum of 60 per cent of base salary can be paid to UK-based Executive Directors for the achievement of demanding financial, personal and quality of service targets. Rick Sergel and William Davis have a lower annual cash bonus maximum payment of 50 per cent of salary. Rick Sergel also participates in the National Grid USA Goals Program, an all-employee bonus plan that can pay up to 4.5 per cent of base salary on the achievement of certain earnings and performance targets. In line with US market practice, Rick Sergel's and William Davis' cash bonuses are pensionable. · share matching plan: UK-based Executive Directors can invest a pre-determined part of any bonus in National Grid shares in return for receiving a matching award under this plan. Currently, UK-based Executive Directors are required to invest one-third of any annual cash bonus into this plan. At the end of three years (provided the Director is still employed and has retained the shares purchased from bonus) additional shares equal in number to the pre-tax value of the invested shares will be released to the individual. The participant will also receive a cash payment equal to the dividends that have been paid on the shares over the three year holding period. US executives, including Rick Sergel and William Davis, participate in this plan on a slightly different basis, in that an award calculated as a proportion of their cash annual bonus (60 per cent in the case of Rick Sergel and William Davis) is paid under this plan in National Grid shares or American Depositary Shares (ADSs) subject to a minimum three-year vesting period. For both UK and US based Directors, the combination of annual cash bonus payments and deferred Share Match awards is an effective annual bonus maximum payment of 80 per cent of base salary. · executive share options: the National Grid Executive Share Option Plan 2002 permits market value executive share options to be granted to a maximum value of 3 times base salary per annum. Grants of a greater value may be made in exceptional circumstances such as the appointment of a new Executive Director. At this time, the Remuneration Committee considers that the maximum market value of shares which will normally be placed under option to any UK-based individual in any 12 month period will be 1.5 times the individual's base salary. The exercise of executive share options granted during the year is subject to National Grid's total shareholder return (TSR) relative to that of a group of approximately 20 UK and US utility companies, over a period of at least three years. Options up to the value of an individual's base salary become exercisable in full if National Grid's TSR is at least median. Options in excess of one times base salary are exercisable on a sliding scale and are only exercisable in full if National Grid's TSR is in the upper quartile of the comparator group. If not fully satisfied on the third anniversary, the condition may be retested, from the same base, on the fourth and fifth anniversaries of grant. · Sharesave: Executive Directors resident in the UK are eligible to participate in all-employee Sharesave schemes (subject to eligibility based on service). · US Incentive Thrift Plan: Rick Sergel and William Davis participate in a tax-advantaged savings plan (commonly referred to as a 401(k) plan) provided for employees of National Grid USA. Employees who contribute 6 per cent or more of their base salary are provided with an employer matching contribution based upon fixed formulae. The formulae vary between certain employee groups. Rick Sergel is eligible to receive an employer match of 5 per cent of his base salary and William Davis is eligible to receive an employer match of 3 per cent of his base salary under the plan. There are Federal limits on the amount of pre-tax contributions an employee can make into the plan as well as the amount of compensation that can be used to calculate benefits under the plan. Pensions UK-based Executive Directors are members of the National Grid section of the Electricity Supply Pension Scheme (ESPS), to which they currently contribute 3 per cent of base salary per annum up to the Inland Revenue limits. The normal employee contribution is 6 per cent of salary but all employees currently benefit from a reduction in contributions. The Pension Scheme's main features in respect of Executive Directors are: normal retirement at age 60; pension at normal retirement age of two-thirds final salary subject to completion of 20 years' service (although Directors may retire early from age 55 with a reduction in pension); death-in-service payment of four times pensionable salary; spouse's pension of two-thirds Director's pension on death; discretionary payment of dependant's pension if there is no surviving spouse; pension increased by inflation by up to 5 per cent per annum and, for Directors affected by the 'earnings cap', the Company may provide benefits on salary above the cap on a partially funded basis. Rick Sergel and William Davis participate in a qualified pension plan and an executive supplemental retirement plan provided through National Grid USA. These plans are non-contributory defined benefit arrangements. Rick Sergel's benefit is calculated using formulae based upon years of service and highest average compensation over five consecutive years. William Davis's benefit is under a cash balance arrangement that credits employer contributions during each year of employment in an amount based upon service time and compensation. In addition, cash balances receive annual earnings credits. William Davis is entitled to a minimum benefit which is calculated using a formula based upon years of service and highest average compensation over five consecutive years. In line with many US plans, the calculation of benefits under the arrangements applicable to Rick Sergel and William Davis generally take into account salary, bonuses and incentive share awards, but not share options. Normal retirement age is 65. Pursuant to the executive supplemental plan, however, unreduced benefits may be payable at age 55. The plans also provide for a spouse's pension, the value of which is based upon the participant's benefit at death. Benefits under these arrangements do not increase after commencement upon retirement. Directors' remuneration The remuneration of individual Directors for the year ended 31 March 2002 is set out below: Base Salary Annual Benefits Total 2000/01 and fees Bonus1 £000 emoluments £000 £000 £000 excluding pension) 2001/02 £000 Chairman James Ross 143 - 22 165 120 (Non-executive Director) Executive Directors Roger Urwin 500 267 27 794 436 Edward Astle2 181 94 9 284 - Stephen Box 350 155 27 532 455 William Davis3 83 54 2 139 - Wob Gerrestsen4 - - - - 259 Steven Holliday5 270 146 28 444 1 David Jones6 - 35 - 35 665 Rick Sergel 486 224 18 728 620 Non-executive Directors Bob Faircloth 42 - - 42 30 John Grant 35 - - 35 30 Bonnie Hill3 4 - - 4 - Paul Joskow 57 - - 57 45 Richard Reynolds 55 - - 55 50 Total 2,206 975 133 3,314 2,711 1 Total cash bonus paid includes amounts invested by Directors in the Share Match Scheme and in the case of Stephen Box, an ex-gratia payment of £1,107 in respect of dividends on Matching Shares. For US Directors, the total cash paid does not include deferred share awards. 2 Appointed to the Board on 1 September 2001. 3 Appointed to the Board on 11 February 2002. 4 Died on 19 October 2000. 5 Appointed to the Board on 30 March 2001. 6. Resigned from the Board on 31 March 2001. During the year David Jones received ex-gratia payments of £35,353 in respect of dividends on Matching Shares exercised. The total remuneration of Roger Urwin, the highest-paid Director during the year, was £794,195 (2001: David Jones, £665,440). Pension benefits earned by individual Executive Directors in 2001/02 were as follows: ----------------------- ---------------- ----------------- ---------------- ---------------------------------- Increase to accrued pension Age at Directors' during year Accrued pension 31 March Contributions (net of as at 31 March 2002 during year inflation) 2002(1) 2001 £000 £000 £000 £000 ----------------------- ---------------- ----------------- ---------------- ---------------------------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- Roger Urwin 56 15 137 300 160 ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- Edward Astle2 48 5 6 6 - ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- Stephen Box 51 11 17 54 36 ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- William Davis3 60 - - 458 - ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- Steven Holliday 45 8 9 9 - ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- Rick Sergel4 52 - 77 347 270 ----------------------- ---------------- ----------------- ---------------- ---------------- ----------------- 1 Accrued pension represents the pension that would be paid annually at age 60 if the Director resigned on 31 March 2002. 2 Edward Astle was appointed to the Board in September 2001. 3 William Davis was appointed to the Board in February 2002. As part of the Niagara Mohawk acquisition, a lump sum of £6,265,202 was paid into the Niagara Mohawk's Supplemental Executive Retirement Plan, any future pension benefits payable by National Grid shall be offset by the annuity value of this lump sum payment. 4. Rick Sergel's entitlement to accrued pension as at 31 March 2001 was previously understated as £229,234. This error was due to not correctly factoring in pensionable bonus payments. Non-cash benefits The Company provides competitive benefits such as a fully expensed car or cash alternative in lieu of car, chauffeur, private medical insurance, life assurance and long term ill-health insurance to the Executive Directors. US Executive Directors also receive financial counselling. Taxable benefits, such as hotel expenses, have also been incurred by certain Executive Diretors directly in relation to the relocation of the Group's head office. Service contracts Service contracts for Executive Directors are set at one year's notice. The application of longer contract periods at appointment, reducing after an initial period, is considered appropriate by the Board to recruit and retain key executives. In this regard, the initial periods of Rick Sergel's, Steven Holliday's and Edward Astle's contracts were for fixed periods of three, two and two years respectively. These terms reduce to one year rolling from March 2002 for Rick Sergel and Steven Holliday, and from September 2002 for Edward Astle. William Davis' contract is for a fixed period of two years. Share ownership guidelines Executive Directors are encouraged to build up and retain a shareholding of one times annual base salary and that, as a minimum, this should be achieved by retaining 50 per cent of the after tax gain on any options exercised through the executive share plans. Non-executive Directors' remuneration Non-executive Directors receive an annual fee of £30,000 with an additional £5,000 payable for committee chairmanship. Richard Reynolds receives a fee of £25,000 in respect of additional duties as a member of the Supervisory Board of Intelig and Paul Joskow receives a fee of $30,000 in respect of strategic advice he provides on regulatory issues to National Grid USA. A fee of £1,000 is paid for each Board meeting that Non-executive Directors attend outside of their country of residence. The Non-executive Chairman receives an annual fee of £175,000. Non-executive fees are determined by the Board, or by a Committee authorised by the Board, subject to the limits applied by National Grid's Articles of Association. Directors' interests in share options Directors' interests in share options over the ordinary shares of National Grid are as follows: ------------------------ ------------ ------------ ------------ ------------ ------------ ------------------------- Options Options Options Exercise held at 1 exercised granted Options price per April 2001 during the during the held at 31 share year year March 2002 (pence) Normal Exercise period ------------------------ ------------ ------------ ------------ ------------ ------------ ------------------------- ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Roger Urwin Executive 169,340 169,340 280.50 Sep 2000 Sep 2007 91,656 - - 91,656 375.75 June 2001 June 2008 22,098 22,098 455.25 June 2002 June 2009 33,867 - - 33,867 531.50 June 2003 June 2010 133,214 563.00 June 2004 June 2011 - - - - - 133,214 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Share Match1 4,047 4,047 All 100.0 June 2001 June 2005 3,884 - - 3,884 In total Jan 2002 June 2006 3,859 3,859 Jan 2002 June 2007 - - - 5,635 June 2004 June 2008 - - 5,635 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Sharesave - 3,692 3,692 457.00 Sep 2006 Feb 2007 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 328,751 142,541 471,292 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Edward Astle Executive - 193,952 193,952 479.50 Sep 2004 Sep 2011 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total - 193,952 193,952 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Stephen Box Executive 160,427 160,427 280.50 Sep 2000 Sep 2007 93,147 - - 93,147 375.75 June 2001 June 2008 43,931 43,931 455.25 June 2002 June 2009 37,630 - - 37,630 531.50 June 2003 June 2010 93,250 563.00 June 2004 June 2011 - - - - - 93,250 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Share Match 1 2,955 2,955 2 All 100.0 June 2001 June 2005 3,844 - - in total Jan 2002 June 2006 4,122 - 3,844 Jan 2002 June 2007 - 4,122 June 2004 June 2008 - - 6,134 - - 6,134 ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Sharesave 3,125 3,1253 312.00 Sep 2001 Feb 2002 - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 349,181 6,080 99,384 442,485 ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Steven Holliday Executive 150,000 150,000 540.00 Mar 2004 Mar 2011 - 71,936 71,936 563.00 June 2004 June 2011 - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Share Match 1 - - - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Sharesave 3,692 3,692 457.00 Sep 2006 Feb 2007 - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 150,000 75,628 225,628 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Rick Sergel Executive 201,845 201,845 566.50 Mar 2003 Mar 2010 - - 134,321 563.00 June 2004 June 2011 - 134,321 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Share Match 1 - - - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Thrift Plans - - - - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 201,845 134,321 336,166 - ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 1,029,777 6,080 645,826 1,669,523 ------------------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ 1 Share Match options granted during the year relate to the annual bonus paid for the financial year ended 31 March 2001. As a result of the Scheme of Arrangement, Share Match Options awarded in 1999 and 2000 became exercisable on 31 January 2002. 2 The closing mid-market price of an ordinary share in National Grid on 30 July 2001, the date on which Stephen Box exercised his Share Match grant, was 464.0 pence. Stephen Box retained his residue of the shares after payment of tax. 3 The closing mid-market price of an ordinary share in National Grid on 3 September 2001, the date on which Stephen Box exercised his Sharesave options, was 475.5 pence. Stephen Box retained the shares. 4 The aggregate gain on the exercise of share options by Directors during the year was £19,162. 5 The closing mid-market price of an ordinary share in National Grid on 28 March 2002, the last day of trading in the 2001/02 financial year, was 463.3 pence. The range during the period 1 April 2001 to 31 March 2002 was 581.0 pence (high) and 417.3 pence (low). At the completion of the Niagara Mohawk acquisition William Davis held Stock Appreciation Rights (SARs) over Niagara Mohawk shares which he chose to roll-over into SARs over National Grid American Depositary Shares (ADSs). Each SAR ADS constitutes a notional right over 5 National Grid shares. At exercise a cash payment equivalent to the growth in value of the SAR over the exercise price will be paid. -------------------- ------------ ------------ ------------ ------------ ------------ ------------------------- Options Options Options Options held at 1 exercised granted held at Exercise April during the during the 31 March price per 2001 year year 2002 SAR$ Normal Exercise period -------------------- ------------ ------------ ------------ ------------ ------------ ------------------------- -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ William Davis - - 58,629 58,629 26.20 Aug 1998 Dec 2008 SARs -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 58,629 58,629 26.20 Aug 1998 Dec 2008 -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ 52,766 52,766 23.04 Jan 2000 Dec 2010 -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total 170,024 170,024 -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ -------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ Directors' beneficial interests The Directors' beneficial interests (which include those of their families) in the ordinary shares of National Grid are shown below: (All interests at 1 April 2001 were in National Grid Group plc ordinary shares of 11 13 /17 pence each. Following the Scheme of Arrangement on 31 January 2002 all interests are in National Grid Group plc ordinary shares of 10 pence each.) Options over Options over Ordinary shares at Ordinary shares at ordinary shares at ordinary shares at 31 March 2002 1 April 2001 31 March 2002 at 1 April 2001 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- James Ross 19,000 19,000 - - Roger Urwin 147,920 144,539 471,292 328,751 Edward Astle - - 193,952 - Stephen Box 18,459 6,552 442,485 349,181 William Davis 11,520 - - - Bob Faircloth - - -- - John Grant 10,000 10,000 - - Bonnie Hill 2,930 Steven Holliday - - 225,628 150,000 Paul Joskow 5,000 5,000 - - Richard Reynolds 10,000 10,000 - - Rick Sergel 2,763 1,257 336,166 201,845 On 23 April 2002, the Trustee of the National Grid USA Incentive Thrift Plan, purchased additional ADSs increasing Rick Sergel's total interest to the equivalent of 2,937 ordinary shares. There has been no other change in the beneficial interests of the Directors in the ordinary shares of National Grid between 1 April 2002 and 29 May 2002. Each of the Executive Directors (Roger Urwin, Edward Astle, Stephen Box, Steven Holliday, and Rick Sergel), excepting William Davis, was, for Companies Act 1985 purposes, deemed to be a potential beneficiary under the National Grid Qualifying Employee Share Ownership Trust ("QUEST") and the National Grid 1996 Employee Benefit Trust and thereby to have an interest in the 12,484,040 National Grid ordinary shares held by the QUEST and the 745,327 National Grid ordinary shares held by the 1996 Employee Benefit Trust as at 31 March 2002. NEW ENGLAND POWER COMPANY, NATIONAL GRID USA, MASSACHUSETTS ELECTRIC COMPANY, AND THE NARRAGANSETT ELECTRIC COMPANY EXECUTIVE COMPENSATION The following tables give information with respect to all compensation (whether paid directly by the relevant company or billed to it as hourly charges) for services in all capacities for the relevant company for fiscal years ending March 31, 2002 and 2001, to or for the benefit of the Chief Executive Officer and up to the four other most highly compensated executive officers. NEP SUMMARY COMPENSATION TABLE Long-Term Annual Compensation (b) Compensation -------------------------- ------------------- Other Restricted Securities Name and Annual Share Under All Other Principal Compensa- Awards Lying LTIP Compensa- Position Year Salary Bonus tion Options Payoutstion (a) ($) ($)(c) ($)(d) (#) ($) ($)(f) ---------- ---- ------- ------ --------- ---------- -------- ------- ------ Peter G. 2002 180,630 109,353 19,313 0 16,825 0 452 Flynn 2001 177,211 30,270 12,175 0 0 0 432 President 2000(g) 40,997 107,889 2,050 0 36,473 118,615 90 1999 154,707 74,812 3,616 30,220 46,464 359 Marc F. 2002 106,485 12,637 0 9,702 0 165 Mahoney 2001 118,010 78,428 11,352 0 35,886 0 280 Vice President Masheed H. 2002 152,196 70,479 18,154 0 14,711 0 464 Rosenqvist 2001 146,112 17,892 18,452 0 0 0 539 Vice 2000(g) 32,745 63,412 1,637 0 16,023 54,855 103 President 1999 124,740 45,569 2,538 17,671 0 412 James S. 2002 139,633 66,344 18,221 12,061 0 221 Robinson 2001 130,137 39,862 18,649 0 0 0 204 Vice 2000(g) 31,811 62,966 1,625 0 14,458 53,878 42 President 1999 115,920 42,415 2,693 16,405 22,018 167 Terry L. 2002 140,004 71,711 17,933 0 13,432 0 201 Schwennesen 2001 124,951 15,992 16,787 0 0 0 168 Vice President (a) Certain officers of NEP are also officers of affiliate companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents: cash bonuses under an incentive compensation plan, the all-employee goals program, the variable match of the incentive thrift plan, including related deferred compensation plan matches, special cash bonuses, and unrestricted shares under the incentive share plan. See descriptions under Plan Summaries. (d) Includes amounts reimbursed by NEP for the payment of taxes on certain noncash benefits and NEP contributions to the incentive thrift plan that are not bonus contributions including related deferred compensation plan match. See description under Plan Summaries. (e) The incentive share awards for the named executives who were also NEES executives in 1999 were in the form of restricted shares (with a five-year restriction) or deferred share equivalents, deferred for receipt for at least five years, at the executive's option. As cash dividends were declared, the number of deferred share equivalents increased as if the dividends were reinvested in shares. (f) Includes NEP contributions to life insurance. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by NEP. (g) Information is for the first calendar quarter of 2000 only. National Grid USA SUMMARY COMPENSATION TABLE Annual Compensation (b) ---------------------------- Long-Term Compensation Name and Other ----------- Principal Annual Securities All other Position Year Salary Bonus Compensa- Underlying Compensation (a) (c) tion (d) Options (#) (e) ---------- ---- ------- ------ --------- ----------- ------------ Richard P. 2002 $197,080 $144,730 $ 9,128 38,623 $730 Sergel 2001 $239,562 $177,513 $10,727 0 $850 President and CEO John G. 2002 $ 90,191 $ 60,749 $ 6,692 10,676 $177 Cochrane 2001 $201,996 $117,894 $14,988 0 $367 Sr. VP and CFO Michael E. 2002 $ 82,652 $ 55,673 $ 3,834 10,070 $131 Jesanis 2001 $112,539 $ 66,765 $ 7,502 0 $150 Executive VP and COO (a) Certain officers of National Grid USA are also officers of affiliate companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents: cash bonuses under an incentive compensation plan, the all-employee goals program, the variable match of the incentive thrift plan, including related deferred compensation plan matches, special cash bonuses, and unrestricted shares under the incentive share plan. See descriptions under Plan Summaries. (d) Includes amounts reimbursed by National Grid USA for the payment of taxes on certain noncash benefits and National Grid USA contributions to the incentive thrift plan that are not bonus contributions including related deferred compensation plan match. See description under Plan Summaries. (e) Includes National Grid USA contributions to life insurance. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by National Grid USA. Massachusetts Electric Company SUMMARY COMPENSATION TABLE Annual Compensation (b) --------------------------- Long-Term Name and Other Compensation All other Principal Annual ------------ Compensa- Position Year Salary Bonus Compensa- Securities tion tion Underlying (a) (c) (d) Options(#) (e) ---------- ----- ------ ------- ------ --------- --------- Cheryl A. 2002 $202,088 $126,885 $6,368 25,434 $ 493 LaFleur 2001 $81,456 $45,541 $5,679 0 $ 188 President Nancy H. 2002 $163,667 $102,868 $8,775 11,398 $ 313 Sala 2001 $159,376 $ 46,300 $ 8,542 0 $ 296 Sr. VP Barbara 2002 $123,022 $74,740 $6,422 15,201 $ 255 Hassan 2001 $105,280 $ 83,399 $ 4,699 28,056 $60,286(f) Sr. VP Robert H. 2002 $125,206 $79,726 $6,451 15,015 $ 211 McLaren 2001 $110,715 $ 53,446 $ 5,888 0 $ 178 Sr. VP Richard L. 2002 $118,789 $87,305 $4,869 13,427 $ 202 Francazio VP (a) Certain officers of Mass. Electric are also officers of affiliate companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents: cash bonuses under an incentive compensation plan, the all-employee goals program, the variable match of the incentive thrift plan, including related deferred compensation plan matches, special cash bonuses, and unrestricted shares under the incentive share plan. See descriptions under Plan Summaries. (d) Includes amounts reimbursed by Mass. Electric for the payment of taxes on certain noncash benefits and Mass. Electric contributions to the incentive thrift plan that are not bonus contributions including related deferred compensation plan match. See description under Plan Summaries. (e) Includes Mass. Electric contributions to life insurance. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Mass. Electric. (f) All other compensation for 2001 includes a lump sum payment of $60,090 charged to Mass. Electric which was paid to Ms. Hassan in exchange for amending her change of control agreement with Eastern Utilities Associates. The Narragansett Electric Company Summary Compensation Table Annual Compensation (b) -------------------------- Long-Term Compensation Name and Other ------------- All other Principal Compensa- Securities Compensa- Position Year Salary Bonus tion underlying tion Options (a) (c) (d) (#) (e) ---------- ------ ---- ------- -------- ----------- --------- Cheryl A. 2002 $ 92,314 $57,962 $5,596 11,618 $ 225 LaFleur 2001 $ 27,676 $15,473 $1,930 0 $ 64 President Michael F. 2002 $141,900 $65,692 $6,536 15,350 $ 248 Ryan 2001 $134,475 $17,574 $5,954 0 $ 225 Exec. VP Ronald T. 2002 $116,284 $57,245 $5,932 13,909 $ 157 Gerwatowski 2001 $ 88,849 $31,924 $4,698 0 $ 115 General Counsel (a) Certain officers of Narragansett are also officers of affiliate companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents: cash bonuses under an incentive compensation plan, the all-employee goals program, the variable match of the incentive thrift plan, including related deferred compensation plan matches, special cash bonuses, and unrestricted shares under the incentive share plan. See descriptions under Plan Summaries. (d) Includes amounts reimbursed by Narragansett for the payment of taxes on certain noncash benefits and Narragansett contributions to the incentive thrift plan that are not bonus contributions including related deferred compensation plan match. See description under Plan Summaries. (e) Includes Narragansett contributions to life insurance. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Narragansett. Directors'Compensation Members of the Boards of Directors of National Grid USA Companies who are employees of National Grid USA companies receive no fees for service on the Boards. Non-employee directors of NEP receive an annual retainer of $20,000 plus a meeting fee of $1,000 for each Board or committee meeting attended. The Chairman of the Nuclear Committee, Mr. Callan, receives $1,500 for each committee meeting he chairs. Retirement Plans The following table shows estimated annual benefits payable to executive officers under the qualified pension plan and the supplemental retirement plan, assuming retirement at age 65 in 2001. PENSION TABLE Five-Year Average 15 Years 20 Years 25 Years 30 Years 35 Years Compensa- of of of of of tion Service Service Service Service Service --------- -------- -------- -------- -------- -------- $100,000 $27,858 $36,478 $44,847 $53,217 $58,586 $150,000 $43,858 $57,478 $70,722 $83,967 $92,711 $200,000 $59,858 $78,478 $96,597 $114,717 $126,836 $250,000 $75,858 $99,478 $122,472 $145,467 $160,961 $300,000 $91,858 $120,478 $148,347 $176,215 $195,086 $350,000 $107,858 $141,478 $174,222 $206,967 $229,211 $400,000 $123,858 $162,478 $200,097 $237,717 $263,336 $450,000 $139,858 $183,478 $225,972 $268,467 $297,461 $500,000 $155,858 $204,478 $251,847 $299,217 $331,586 For purposes of the retirement plans, the credited years of service are listed next to each officer's name: Mr. Cochrane-20, Mr.Flynn-20, Mr. Francazio-18, Mr. Gerwatowski -15, Ms. Hassan-32, Mr. Jesanis-18, Ms. LaFleur-15, Mr. Mahoney-26, Mr. McLaren-27, Mr. J. Robinson-14, Ms. Rosenqvist-20, Mr. Ryan-7, Ms. Sala-32, Ms. Schwennesen-17, and Mr. Sergel-23. Benefits under the pension plans are computed using formulae based on percentages of highest average compensation computed over five consecutive years. The compensation covered by the pension plan includes salary, bonus, and incentive share awards. The benefits listed in the pension table are not subject to deduction for Social Security and are shown without any joint and survivor benefits. If the participant elected at age 65 a 100 percent joint and survivor benefit with a spouse of the same age, the benefit shown would be reduced by approximately 16 percent. National Grid USA companies contribute the full cost of post-retirement health benefits for senior executives. PAYMENTS UPON A CHANGE OF CONTROL AND TERMINATION OF EMPLOYMENT National Grid USA is a party to Change in Control Agreements with Mr. Cochrane, Mr. Jesanis, and Ms. LaFleur dated March 1, 1998; and one with Mr. Flynn dated November 1, 1998, all of which remain in effect for 36 months beyond the month in which a (1) Change in Control of NEES (as defined in the Change in Control Agreement) or (2) Major Transaction (as defined in the Change in Control Agreement) occurs. In accordance with the terms of the Change in Control Agreements, if the Executive's employment is terminated without cause by the Company or for Good Reason (as defined in the Change in Control Agreement) by the Executive within 36 months following the event described in clause (1) or (2) National Grid USA will provide the Executive with the severance payments and benefits described below. The shareholder approval of the merger agreement with National Grid Group plc (May 1999) constituted a Major Transaction and the merger with National Grid Group plc on March 22, 2000 constituted a Change in Control. Accordingly, in the event the Executive's employment is terminated without cause by the Company or for Good Reason by the Executive within 36 months following the month in which the Major Transaction or Change in Control occurred, the Executive will be entitled to receive (in addition to any compensation and benefits payable to the Executive through the Executive's Date of Termination (as defined in the Change in Control Agreement) according to the terms of said plans and any normal post-term compensation and benefits as they become due): (1) in lieu of any other salary payments: a lump sum cash payment equal to two or three times the sum of (a) the higher of (i) the Executive's annual base salary in effect at the time of termination or (ii) the Executive's annual base compensation in effect immediately prior to the Change in Control or Major Transaction and (b) the higher of (i) the average of the annual bonuses awarded him/her under the National Grid USA Companies' Incentive Compensation Plan and the National Grid USA Companies' Incentive Share Plan or successors of any such plans (collectively, the Incentive Plans) for the three performance years preceding the year in which the Executive's Date of Termination occurs or (ii) the average of the annual bonuses awarded him/her pursuant to the Incentive Plans for the three performance years preceding the year in which the Change in Control or Major Transaction occurred; (2) in addition to the retirement benefits to which the Executive is entitled, a lump sum cash payment equal to the excess of (a) the actuarial equivalent of the retirement pension which the Executive would have accrued under the terms of each Pension Plan (as defined in the Change in Control Agreement) of National Grid USA (determined as if the Executive (i) were fully vested thereunder and had accumulated 24 or 36 additional months of service credit thereunder and (ii) had been credited under each Pension Plan during such 24 or 36 month period with compensation at the higher of (A) the Executive's compensation during the 12 months immediately preceding the Executive's Date of Termination or (B) the Executive's compensation during the 12 months immediately preceding the Change in Control or Major Transaction) over (b) the actuarial equivalent of the retirement pension which the Executive had actually accrued pursuant to the provisions of each pension plan as of the Date of Termination; (3) the continuation of life, disability, accident and health insurance benefits substantially similar to those which the Executive had received prior to his/her Date of Termination for 24 or 36 months following the Date of Termination, reduced to the extent the Executive receives such benefits or such benefits are made available to the Executive from a subsequent employer, without cost to the Executive; (4) if the Executive would have otherwise been entitled to post-retirement health care or life insurance had the Executive employment terminated at any time during the 24 or 36 months following the Executive's Date of Termination such post-retirement health care and life insurance commencing on the later of (a) the date that such coverage would have first become available to the Executive and (b) the date that the benefits described in clause (3) above terminate; and (5) the reimbursement of legal fees and expenses, if any, incurred by the Executive in disputing in good faith, any issue relating to the termination of the Executive's employment. Notwithstanding the above, the payments and benefits to be provided to the Executive will be reduced to the extent necessary to avoid imposition of the Excise Tax (as defined in the Change in Control Agreement) pursuant to Section 4999 of the Code; provided that such reduction would yield a greater result to the Executive than actual payment by the Executive of the Excise Tax. National Grid USA is also a party to an Employment Agreement with Mr. Sergel dated March 22, 2000 which remains in effect for 36 months from March 22, 2000 plus as of March 22, 2002, one additional day and one additional day each day thereafter until either party notifies the other that the Employment Period shall not continue to be extended. In accordance with the terms of Mr. Sergel's Employment Agreement, if Mr. Sergel is terminated without cause or by Mr. Sergel for Good Reason (as defined in his Employment Agreement) Mr. Sergel will be entitled to receive (in addition to any normal post-term compensation and benefits) (1) a lump sum payment of: (a) any portion of his annual base salary through his Date of Termination (as defined in his Employment Agreement) that had not been paid and (b) a bonus amount under National Grid USA Companies' Incentive Compensation Plan and Incentive Share Plan or successors of any such plans (collectively the Incentive Plans) representing the target Incentive Compensation (as defined in his Employment Agreement) for the year that would otherwise vest and/or become payable within the year in which his Date of Termination occurs, computed by assuming that the amount of all such target Incentive Compensation would be equal to the amount of such target Incentive Compensation that Mr. Sergel would have been eligible to earn for such period, and multiplying that amount by a fraction, the numerator of which is the number of days in such period through his Date of Termination, and the denominator of which is the total number of days in the relevant period; (c) any compensation previously deferred by the Executive that has not yet been paid; and (d) any accrued but unpaid Incentive Compensation and/or vacation pay); (2) if Mr. Sergel's employment is terminated within 2 years following a Change in Control (as defined in his Employment Agreement), Mr. Sergel will receive the following benefits: (a) a lump sum cash payment equal to (i) 3x the sum of his annual base salary as if he had remained employed through said period; and (ii) 3x the higher of the average of the annual bonuses awarded him under the Incentive Plans for the three years preceding March 22, 2000 or the three years preceding his Date of Termination; (excluding stock options) (b) continuation for 36 months of (or the equivalent of, if such benefits can't be provided to Mr. Sergel under said plans or programs) (i) accrual of his supplemental retirement benefits (as defined in the Supplemental Retirement Incentive Plan) (ii) all welfare benefit plans and programs provided to senior officers by the Company, including but not limited to medical, dental, prescription, disability, group life insurance, employee life insurance, accidental death and travel accident insurance, reduced to the extent Mr. Sergel receives such benefits from a subsequent employer without cost to him (iii) all applicable incentive savings and retirement plans and programs provided to senior officers by the Company and (iv) all fringe benefits provided to senior officers of the Company1; (3) reimbursement of legal fees and expenses, if any, incurred by him in disputing in good faith, any issue relating to his termination of employment; (4) if any payment or distribution by the Company or interest or penalty on such payment or distribution (Payment) is subject to the excise tax as imposed pursuant to Section 4999 of the Code, a "gross-up" payment in an amount equal to the excise tax, including any interest or penalties imposed upon such Payment and applicable taxes thereon; and (5) any restrictions on restricted stock outstanding on Mr. Sergel's Date of Termination shall lapse as of said date, any outstanding incentive compensation awards with vesting and/or payment contingent upon attainment of individual, Company, or affiliate performance goals shall, for purposes of awards considered short term by National Grid, be deemed satisfied at 90% of "Maximum" level and paid, in a lump sum cash payment within five (5) days of the Date of Termination, prorata for the portion of the performance year through the Date of Termination and all National Grid Options outstanding as of the Date of Termination under the Scheme shall be governed by the terms of the Scheme. Upon a Change in Control a participant in the deferred compensation plan has the option of receiving a full distribution of the participant' cash and share accounts and the actuarial value of future benefits from the insurance related benefits under a prior plan, all less 10 percent. The National Grid USA Companies' bonus plans, including the Incentive Plans, the Incentive Thrift Plan, and the Goals Program, provided for payments equal to the average of the bonuses for the three prior years in the event of a Change of Control. These payments would be made in lieu of the regular bonuses for the year in which the Change in Control occurs. The Retirees Health and Life Insurance Plan has provisions preventing changes in benefits adverse to the participants for three years following a Change in Control. PLAN SUMMARIES A brief description of the various plans through which compensation and benefits have been provided to the named executive officers is presented below to better enable shareholders to understand the information presented in the tables shown earlier. The amounts of compensation and benefits provided to the named executive officers under the plans described below (and charged to the relevant companies) are presented in the Summary Compensation Tables. Goals Program The Goals cash bonus program is a broad-based, all-employee bonus program, which focuses employees on both the financial performance of the Company and operational performance in key categories such as reliability, customer satisfaction and safety. Payout levels vary depending on both financial performance and the number of goals achieved in each work location and function. Assuming the minimum financial goal is met, and depending upon the number of other goals attained, an employee may earn a cash bonus of between 0.8% and 4.5% of their eligible pay. ------------------ 1 If Mr. Sergel's employment is terminated after May 22, 2002 but before a Change in Control or more than two years following a Change in Control, Mr. Sergel will receive all of the benefits described in (2)(a) and (b) above, except he will receive the equivalent of 18 months of benefits rather than 36 months of benefits. Incentive Thrift Plan The Incentive Thrift Plan permits eligible employees to contribute up to 50% of their pay on a on a pre-tax basis into the plan (subject to legal limits), and to receive a Company matching contribution of up to 5% of their base pay provided the employee contributes at least 6% of her or his base pay into the plan. Under Internal Revenue Code rules, annual salary deferrals could not exceed $10,500, and compensation taken into account for determining deferrals could not exceed $170,000. Consequently, matching contributions were capped at $8,500. Matching contributions are shown under Other Annual Compensation in the Summary Compensation Tables. Deferred Compensation Plan The Deferred Compensation Plan offers executives the opportunity to defer bonuses and/or a portion of base pay until a later elected date. The plan offers returns on deferrals based upon either the prime rate, the S&P 500 Index,or parent company securities. In addition, the Company credits executives under the Deferred Compensation Plan with the amount of matching contribution that the executive was unable to contribute under the Incentive Thrift Plan due to the $170,000 compensation limit, determined by presuming a maximum executive deferral of $10,500. For the year ended March 31, 2002, the maximum make-up contribution was approximately $250. Life Insurance Executives are offered life insurance funded by individual policies with death benefits of either two or three times the participant's annual salary depending upon the executive's level. These policies are structured in a manner that the employing company will recoup the premiums it has made into the policies at a later date. This program is under review due to a recently released Internal Revenue Service Notice on the subject matter. Incentive Compensation Plan There are two bonus plans applicable to executives, the Incentive Compensation Plan and the Incentive Share Plan. The former awards cash bonuses tied to the achievement of financial results and which are closely aligned with the company's strategic objectives. Annual financial targets and individual goals are established each year. In addition, depending upon the level of bonus awarded under the Incentive Compensation Plan, executives receive an award in the form of parent company securities under the Incentive Share Plan. If no cash bonus is paid, no Incentive Share Plan bonus is paid Financial Counseling National Grid USA companies pay for personal financial counseling for certain senior executives. As required by the Internal Revenue Service, a portion of the value of services is reported as taxable income to the executive. Stock Option Plan For description, please see the Option Grant and Fiscal Year-End Option Values tables. OPTION GRANTS IN LAST FISCAL YEAR --------------------------------------------------------- Individual Grants Potential Realizable Value at Assumed Annual Rates of Stock Price Appre-ciation For Option Term -------------------------------------------------------------------------------------------------------------------------------------------------------- Number of Securities Percent Of Options Exercise Underlying Granted To Of Base Expi- Option Employees In Price ration Granted(#) Fiscal Year ($/Sh) Date 5%($) 10 % ($) -------------------------------------------------------------------------------------------------------------------------------------------------------- NEW ENGLAND POWER Peter G. Flynn 16,825 1.5% 8.32 June 2011 228,015 363,075 Marc F. Mahoney 9,702 0.8% 8.32 June 2011 131,483 209,365 Masheed Rosenqvist 14,711 1.3% 8.32 June 2011 199,369 317,462 James S. Robinson 12,061 1.1% 8.32 June 2011 163,452 260,270 Terry Schwennesen 13,432 1.2% 8.32 June 2011 182,036 289,862 NATIONAL GRID USA John G. Cochrane 10,676 0.9% 8.32 June 2011 144,683 230,383 Michael E. Jesanis 10,070 0.9% 8.32 June 2011 136,470 217,306 Richard P. Sergel 38,623 3.4% 8.32 June 2011 523,425 833,465 MASS ELECTRIC Richard L. Francazio 13,427 1.2% 8.32 June 2011 181,965 289,748 Barbara Hassan 15,201 1.3% 8.32 June 2011 206,006 328,030 Cheryl A. LaFleur 25,434 2.2% 8.32 June 2011 344,685 548,853 Robert H. McLaren 15,015 1.3% 8.32 June 2011 203,486 324,016 Nancy H. Sala 11,398 1.0% 8.32 June 2011 154,467 245,963 NARRAGANSETT Ronald T. Gerwatowski 13,909 1.2% 8.32 June 2011 188,497 300,149 Cheryl A. LaFleur 11,618 1.0% 8.32 June 2011 157,449 250,711 Michael F. Ryan 15,350 1.3% 8.32 June 2011 208,026 331,245 In June 2001, National Grid granted the stock options shown above. The exercise price is 8.32 dollars (the mid market price on the day before the grant of the options) per share of National Grid stock. The options are for National Grid shares listed on the London Stock Exchange - not National Grid ADRs, each ADR being equal to 5 shares. The exercise price is 5.63 GBP and was converted to dollars for this table using a conversion of 1 GBP to 1.47848 dollars. The options are not vested for 3 years and lapse after 10 years. The number of stock options granted was a multiple of base pay ranging from 0.5 to 1.5 times base pay. The options are subject to a performance condition. The options are only exercisable if National Grid's total shareholder return (as defined) during the three years of the performance period place it at least at the median of a stated comparison group. All of the options are exercisable if National Grid ranks in the top quartile and a portion are exercisable if National Grid ranks between the median and the top quartile. If the performance condition is not met after the three year period, the National Grid Remuneration Committee may recalculate the performance condition on subsequent anniversaries of the performance period. The Committee may make adjustments as it considers appropriate to take account of any factor which it considers to be relevant (such as a capital reorganization of National Grid or a member of the comparison group). The Committee may change the performance condition or use an alternative methodology for calculating total shareholder return. The total options granted in the last fiscal year to the officers listed below is as follows. Only those options listed in the table above were allocated as compensation paid by the company listed in the table. Flynn - 17,269; Mahoney - 14,071; Robinson - 12,152; Cochrane - 32,620; Jesanis - 51,169; Sergel - 134,321, Francazio - 14,071; Hassan - 21,747; LaFleur - 39,017; McLaren - 21,107; Sala - 11,513; Gerwatowski - 16,630. FISCAL YEAR-END OPTION VALUES ---------------------------------------------------- Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options at Options at Name 3/31/02 (#)(a) 3/31/02 ($)(a)(b) ---------------------------------------------------------------------------------------------------------------- NEW ENGLAND POWER COMPANY Peter G. Flynn (c) 54,724 $0 Marc F. Mahoney (c) 34,445 $0 Masheed H. Rosenqvist 30,734 $0 James S. Robinson (c) 26,410 $0 Terry L. Schwennesen 27,747 $0 NATIONAL GRID USA John G. Cochrane (c) 26,724 $0 Michael E. Jesanis (c) 25,392 $0 Richard P. Sergel (c) 94,644 $0 MASSACHUSETTS ELECTRIC COMPANY Richard L. Francazio (c) 25,888 $0 Barbara A. Hassan (c) 43,267 $0 Cheryl A. LaFleur (c) 73,239 $0 Robert H. McLaren (c) 40,332 $0 Nancy H. Sala (c) 46,067 $0 THE NARRAGANSETT ELECTRIC COMPANY Ronald T. Gerwatowski (c) 25,938 $0 Cheryl A. LaFleur (c) 33,456 $0 Michael F. Ryan 30,029 $0 (a) All of these options are unexercisable as the most senior grants do not vest until 2003. (b) Since the fiscal year-end share price was lower than the exercise price for all issued options, none of the options are in-the-money. (c) The total options held by the officers listed below is as follows. Only those options listed in the table above were allocated as compensation paid by the company listed in the table. Flynn - 56,169; Mahoney - 49,957, Robinson - 26,610, Cochrane - 81,652, Jesanis - 129,030, Sergel - 336,166, Francazio - 27,130, Hassan - 61,901, LaFleur - 112,351, McLaren - 56,695, Sala - 46,530, Gerwatowski - 31,012. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT National Grid USA owns 99.6 percent of the voting securities of NEP. The following table lists the holdings of National Grid American Depositary Receipts (ADRs) as of June 3, 2002 by the directors and executive officers named in the Summary Compensation Tables. The share totals below include ADRs held through the Incentive Thrift Plan described above. Name ADRs Beneficially Owned ------- -------------------------------- L. Joseph Callan 0 John G. Cochrane 559 Peter G. Flynn 3,339 Richard L. Francazio 894 Ronald T. Gerwatowski 399 Barbara Hassan 1,189 Michael E. Jesanis 630 Cheryl A. LaFleur 563 Marc F. Mahoney 413 Robert G. Powderly 489 Lawrence J. Reilly 928 James S. Robinson 634 Masheed H. Rosenqvist 449 Michael F. Ryan 477 Nancy H. Sala 489 Terry L. Schwennesen 536 Richard P. Sergel 588 Philip R. Sharp 0 119 NIAGARA MOHAWK POWER CORPORATION Executive Compensation The following table shows cash and other compensation paid to the President and to each of the other four most highly compensated executive officers of Niagara Mohawk for the first quarter of 2002 and for 1999, 2000, and 2001 for previously reported executive officers. In addition to the four most highly compensated executives, disclosure has been provided for William E. Davis, as former CEO and, David J. Arrington and Darlene D. Kerr as former executive officers, as disclosure for these officers would have been included but for the fact that these individuals were not serving as executive officers of Niagara Mohawk at the end of the fiscal year, March 31, 2002. SUMMARY COMPENSATION TABLE ----------------------------- ------------- ------------------------------------- ---------------------------------- --------------- Annual Compensation Long-Term Compensation All Other Compen- Name and Principal Position sation Year ($)( D) ----------------------------- ------------- ------------------------------------- ---------------------------------- --------------- ----------------------------- ------------- ----------- ------------- ----------- ---------------------------------- --------------- Awards Other Annual Compen-sation Salary Bonus ($)(B) ($)(A) ($) ----------------------------- ------------- ----------- ------------- ----------- ---------------------------------- --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- Restricted Securities Stock Underlying Award(s) Options/SARs ($)(C) (#) ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- W. F. Edwards 2002 (E) 99,665 0 0 0 0 3,882,601 President 2001 379,994 222,716 4,785 354,000 0 600,267 (Elected 2000 331,663 142,816 0 425,938 25,000 80,699 January 31, 2002) 1999 269,667 38,060 0 0 0 25,646 ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- T. H. Baron 2002 (E) 72,374 0 531 0 0 10,226 Senior Vice President 2001 278,297 138,752 4,785 354,000 0 968,742 (Elected October 22, 1998) 2000 265,001 72,149 111 425,938 25,000 23,459 1999 236,001 28,425 0 0 0 9,196 ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- L. E. LoBaugh, Jr. 2002 (E) 53,824 0 886 0 0 3,339 Vice President & General Counsel (Elected January 28, 1999) ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- W. J. Synwoldt 2002 (E) 82,550 0 739 0 0 9,828 Vice President & Chief Information Officer (Elected May 7, 1996) ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- J. M. Russo 2002 (E) 54,599 0 0 0 0 94,943 Vice President (Elected June 13, 2000) ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- W. E. Davis 2002 (E) 99,514 0 575 0 0 12,476,545 Chairman and CEO 2001 819,985 696,216 4,924 1,309,800 0 1,543,647 (End Date 2000 754,654 592,078 321 1,591,750 90,000 43,878 January 31, 2002) 1999 652,993 78,580 0 0 39,003 ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- D. D. Kerr 2002 (E) 90,998 0 585 0 0 3,904,562 President & COO 2001 499,991 365,019 4,955 725,700 0 3,044,838 (End Date 2000 428,881 164,596 250 830,563 40,000 15,573 January 31, 2002) 1999 345,001 44,190 0 0 0 12,317 ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- D. J. Arrington 2002 (E) 78,364 0 581 0 0 2,549,515 Senior Vice President 2001 359,993 231,375 5,032 354,000 0 3,957,730 (End Date 2000 319,997 131,144 456 425,938 25,000 12,085 March 18, 2002) 1999 269,667 42,390 0 0 0 9,878 ----------------------------- ------------- ----------- ------------- ----------- --------------- ------------------ --------------- (A) Includes all employee contributions to the Employees' Savings Fund Plan. (B) Other Annual Compensation in 2002 for Messrs. Baron, LoBaugh, Synwoldt, Davis and Arrington and Ms. Kerr, represents amount reimbursed for taxes associated with financial planning services. For Messrs. Davis and Arrington and Ms. Kerr, included are amounts reimbursed for taxes associated with security systems. (C) In 2002, no stock units were granted to the above named executive officers from the LTIP. In accordance with the terms of the Plan, all outstanding stock units were paid upon the merger with National Grid. The above named executives held no stock units at the end of the fiscal period, March 31, 2002. (D) Included in All Other Compensation for 2002 are partial payments of benefits accrued under the Niagara Mohawk Supplemental Executive Retirement Plan: Mr. Edwards ($3,188,106), Mr. Davis ($9,021,892), Ms. Kerr ($3,370,201), and Mr. Arrington ($788,654). All Other Compensation for 2002 also includes: employer contributions to the Company's Employees' Savings Fund Plan: Mr. Edwards, ($4,990), Mr. Baron ($2,171), Mr. LoBaugh ($2,153), Mr. Synwoldt ($1,396), Mr. Davis ($6,000), Ms. Kerr ($3,900), and Mr. Arrington ($2,351); taxable portion of life insurance premiums: Mr. Edwards ($605), Mr. Baron ($495), Mr. LoBaugh ($1,186), Mr. Russo ($493), Mr. Synwoldt ($872), Mr. Davis ($2,376), Ms. Kerr ($1,221) and Arrington ($753); employer contributions to the Company's Excess Benefit Plan: Mr. Davis ($397); payments of awards granted under the CEO Special Award Plan: Mr. Edwards ($188,900), Mr. Arrington ($141,675), and Mr. Russo ($94,450); payment of dividend equivalents associated with exercise of stock options granted under the 1992 Stock Option Plan: Mr. Baron ($7,560), Mr. Synwoldt ($7,560), Mr. Davis ($33,880), Ms. Kerr ($9,240), and Mr. Arrington ($15,120); benefits payable in connection with employment agreements: Mr. Edwards ($500,000), Mr. Davis ($3,412,000), Ms. Kerr ($520,000) and Mr. Arrington ($1,600,962). (E) Information is for the first calendar quarter of 2002 only. During the first calendar quarter of 2002, no SARs or Stock Options were granted to the above-named officers. The following tables summarize exercises of options by the President, Mr. William F. Edwards, and the other named executive officers, the number of unexercised SARs and options held by them and the spread (the difference between the current market price of the stock and the exercise price of the SAR or option, to the extent that market price at the end of the year exceeds exercise price) on those unexercised SARs or options for the first calendar quarter of 2002. Outstanding Niagara Mohawk SARs were converted using the Exchange Ratio, as defined in the Merger Agreement, to National Grid ADS SARs on the Merger Effective Date, January 31, 2002. Aggregated Option/SAR Exercises in First Quarter 2002 and Fiscal Year-End Option/SAR Values Table 1: Aggregated Option/SAR Exercises in January 2002 [Pre-merger]. ------------------------- -------------- ---------------- ------------------------------------ ----------------------------------- Number of Securities Underlying Unexercised Options/SARs on Value of Unexercised Options/SARs Options/ January 31, 2002 (#) on January 31, 2002 ($)(A) SARs Value Name Exercised Realized (#) ($) ------------------------- -------------- ---------------- ------------------------------------ ----------------------------------- ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ Exercisable Unexercisable Exercisable Unexercisable ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ W. F. Edwards 128,400 648,707 0 0 0 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ T. H. Baron 106,900 530,463 0 0 0 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ L. E. LoBaugh, Jr. 0 0 21,000 0 77,000 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ W. J. Synwoldt 3,000 7,545 21,000 0 79,940 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ J. M. Russo 0 0 21,000 0 79,940 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ W. E. Davis 449,000 3,696,148 290,000 0 1,091,600 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ D. D. Kerr 102,500 828,530 120,000 0 456,800 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ D. J. Arrington 71,000 470,815 65,000 0 207,350 0 ------------------------- -------------- ---------------- ----------------- ------------------ ---------------- ------------------ (A) Calculated based on the closing market price of the Holdings' common stock on January 31, 2002 ($18.55). Table 2: Aggregated Option/SAR Exercises in February and March 2002 [Post-merger]. -------------------------- ------------- ------------ -------------------------------------- ------------------------------------- Number of Securities Underlying Unexercised Options/SARs At Fiscal Value of Unexercised Options/SARs Options/ Year-End (#) At Fiscal SARs Value Year-End ($)(A) Name Exercised Realized (#) ($) -------------------------- ------------- ------------ -------------------------------------- ------------------------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- Exercisable Unexercisable Exercisable Unexercisable -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- W. F. Edwards 0 0 0 0 0 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- T. H. Baron 0 0 0 0 0 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- L. E. LoBaugh, Jr. 12,312 85,671 0 0 0 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- W. J. Synwoldt 0 0 12,312 0 92,997 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- J. M. Russo 12,312 84,624 0 0 0 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- W. E. Davis 0 0 170,024 0 1,271,897 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- D. D. Kerr 0 0 70,356 0 531,422 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- D. J. Arrington 0 0 38,110 0 247,715 0 -------------------------- ------------- ------------ ----------------- -------------------- ---------------- -------------------- (A) Calculated based on the closing market price of National Grid Group ADS price on March 28, 2002 ($32.70). Retirement Benefits and Employment Agreements Niagara Mohawk Pension Plan The Niagara Mohawk Pension Plan ("Basic Plan") is a noncontributory, tax-qualified defined benefit plan and provides all employees of the Company with a minimum retirement benefit. This retirement benefit is related to compensation--that is, base salary or pay--subject to the maximum annual limits noted in the Retirement Benefits Table. The participant's Basic Plan retirement benefit is based on one of two formulas depending on age and years of service on July 1, 1998: the cash balance formula; or the highest five-year average compensation. Effective July 1, 1998, the Basic Plan was amended to include a cash balance formula. Under a cash balance formula a participant's retirement benefit grows with pay credits (four percent - eight percent x salary) plus interest credits on a monthly basis. A non-represented (management) employee who was at least 45 years of age and has 10 years of service on July 1, 1998 or has at least 5 years of service and 50 points (age plus service) as of December 31, 1998 will receive the higher of the 2 formulas--the cash balance formula or the highest consecutive five-year compensation. All other non-represented employees' Basic Plan benefit will be based on the cash balance formula only. Directors who are not employees are not eligible to participate in the Basic Plan. Supplemental Executive Retirement Plan The Supplemental Executive Retirement Plan ("SERP") is a noncontributory, nonqualified defined benefit plan that provides additional retirement benefits to officers of the Company who have obtained age 55 and who have 20 or more years of employment. Exceptions to the age and service requirements may be granted. The SERP provides a benefit equal to the greater of: Sixty percent of base salary averaged over the final 36 months of employment, reduced by benefits payable under the Basic Plan; retirement benefits accrued during previous employment and one-half of the maximum security benefit to which the participant may be entitled at the time of retirement, or benefits payable under the Basic Plan without regard to the annual benefit limitations imposed by the Internal Revenue Code. Provided certain established criteria are met, participants in the SERP may elect to receive their benefit in a lump sum payment. However, if plan participants cease to be employed by the Company or by National Grid after January 31, 2002 due to the participants involuntary termination or voluntary termination with "good reason," the SERP benefit will be paid in the form of a lump sum. The following table shows the maximum retirement benefit (adjusted for Social Security) an officer can earn in aggregate under both the Basic Plan and the SERP. Annual Retirement Allowance ------------------- ----------------------------------------------------------------------------------------------------------- 3-Year Average Years of Service Annual Salary ------------------- ----------------------------------------------------------------------------------------------------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 10 15 20 25 30 35 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- $150,000 $20,970 $33,705 $75,000 $75,000 $75,000 $75,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 250,000 28,220 45,330 135,000 135,000 135,000 135,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 350,000 28,220 45,330 195,000 195,000 195,000 195,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 450,000 28,220 45,330 255,000 255,000 255,000 255,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 550,000 28,220 45,330 315,000 315,000 315,000 315,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 650,000 28,220 45,330 375,000 375,000 375,000 375,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 750,000 28,220 45,330 435,000 435,000 435,000 435,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 850,000 28,220 45,330 495,000 495,000 495,000 495,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- 900,000 28,220 45,330 525,000 525,000 525,000 525,000 ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- Basic Plan benefit only. The benefit calculations assume the officer has selected a straight life annuity and retired on March 31, 2002 at age 65. Annual compensation limits of $200,000 under a tax-qualified plan will reduce the benefit amount collectible under the Basic Plan for some highly compensated officers. As of March 31, 2002, the persons named in the Summary Compensation Table had the following estimated credited years of benefit service for purposes of the pension program: Mr. Edwards, 23 years; Mr. Baron, 35 years; Mr. LoBaugh, 3 years; Mr. Synwoldt, 10 years; Mr. Russo, 1 year; Mr. Davis, 12 years; Ms. Kerr, 29 years; and Mr. Arrington, 11 years. While the above table reflects accruals under both the Base Plan and the SERP, effective January 31, 2002, the benefits that participants have accrued in the Niagara Mohawk SERP Plan were frozen. No future benefits will be accrued for participants after this date and all active participants are vested in the plan. As of March 31, 2002 the follow named executive officers have received distribution of their benefit under the SERP: Messrs. Edwards, Davis and Arrington and Ms. Kerr. Employment Agreements Niagara Mohawk entered into employment agreements with Messrs. Edwards, Baron, Davis, Arrington and Ms. Kerr. Messrs. Arrington, Baron, and Davis have received the change of control payments under the employment agreements on the terms outlined for Mr. Edwards below. Ms. Kerr's employment agreement was terminated and replaced with an agreement with National Grid USA. Mr. Davis also has an agreement with National Grid USA. Mr. Edwards' agreement will remain in effect for 36 months after January 31, 2002 (completion date of the merger between National Grid and Holdings). If Mr. Edwards' employment is terminated by Niagara Mohawk without cause or by Mr. Edwards for good reason within 36 months after the completion of the merger, Mr. Edwards will be entitled to a lump sum severance benefit equal to four times his base salary. Mr. Edwards will also be entitled to employee benefit plan coverage for medical, prescription drug, dental and hospitalization benefits and life insurance for the remainder of his life with all related premiums paid by Niagara Mohawk, and coverage under other employee benefit plans will continue for four years. In the event that the payments to Mr. Edwards upon termination of employment would subject Mr. Edwards to the excise tax on excess parachute payments under the Internal Revenue Code, Niagara Mohawk will reimburse him for such excise tax (and the income tax and excise tax on such reimbursement). In the event of a dispute over Mr. Edwards' rights under the agreement, Niagara Mohawk will pay Mr. Edwards' reasonable legal fees with respect to the dispute unless Mr. Edwards' claims are found to be frivolous. As used in the employment agreements, "good reason" generally means a materially adverse change in duties, reduction in salary or benefits or relocation by more than 50 miles, all as determined by the executive in good faith. As used in the employment agreements, termination for "cause" generally arises upon willful failure to perform duties, commitment of a felony, gross neglect or willful misconduct resulting in material economic loss to Niagara Mohawk or breach of certain confidentiality and non-compete provisions. "Cause" must be determined by a vote of three-fourths of the Board of Directors after a meeting at which the executive and his or her legal counsel are entitled to be heard. Niagara Mohawk entered into Change in Control Agreements with Messrs. LoBaugh, Synwoldt and Russo which provide that if, within two years following a change in control, which occurred upon the completion of the merger, an officer terminates his employment for good reason or Niagara Mohawk terminates the officer's employment without cause, the officer will be entitled to a lump sum severance benefit equal to two times the officer's base salary plus two years of benefits. Security Ownership Of Certain Beneficial Owners and management Niagara Mohawk Holdings, Inc. owns 100 percent of the voting securities of Niagara Mohawk Power Corporation. As of January 31, 2002, there were no publicly traded outstanding shares of Holdings common stock due to the completion of the merger with National Grid Group plc. All the shares of Holdings common stock outstanding were exchanged for National Grid shares in the form of American Depositary Shares (ADSs), which are listed on the New York Stock Exchange, and/or cash. The following table indicates the number of National ADSs beneficially owned as of June 3, 2002, by Niagara Mohawk directors, executive officers named in the Summary Compensation Table, and directors/executive officers of Niagara Mohawk as a group, that were serving as a director and/or officer of Niagara Mohawk as of March 31, 2002. Amount and Nature of Beneficial Percent of Title of Class Name of Beneficial Owner Ownership * Class --------------------- ------------------------------------ --------------------------------- ------------- American Depositary Shares Director: William F. Edwards 1,594 ** Michael E. Jesanis 630 ** Clement E. Nadeau 2,999 ** Anthony C. Pini 528 ** Kwong O. Nuey, Jr. 506 ** Named Executives: Thomas H. Baron 1,937 ** Leslie E. LoBaugh, Jr. 430 ** William J. Synwoldt 0 ** Joseph M. Russo 0 ** All Directors and Executives ** Officers (27) as a group 37,920 Equity Compensation Plans A summary of stockholder approved equity compensation plans as of March 31, 2002 is as follows: ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ (a) (b) (c) ------------------------------ -------------------------- ------------------------------------------ ------------------------------ -------------------------- ------------------------------------------ Weighted average Number of securities remaining available Number of securities to be exercise price of for future issuance under equity issued upon exercise of outstanding options, compensation plans (excluding securities outstanding options, warrants and rights reflected in column (a) Plan Category warrants and rights (d) ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ Equity compensation plans approved by security holders 2,790,534 $8.32 177,699,048 (e) ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ Equity compensation plans not approved by security holders - - - ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ Total 2,790,534 $8.32 177,699,048 ---------------------------------- ------------------------------ -------------------------- ------------------------------------------ (d) The options are for National Grid shares listed on the London Stock Exchange - not National Grid ADRs, each ADR being equal to five shares. (e) This is the total number of securities available for future issuance under the plans, however, the amount available for issuance to senior executives is limited to 88,849,524 shares. Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) None. Payments are made to certain employees and other persons, who may act in the capacities enumerated in Item 7 for services rendered or materials purchased, but such payments are not contributions. (2) Year Ended March 31, 2002. Name of Recipient or Beneficiary (by Company) Purpose (A) Accounts charged, Amount if any, per books of Disbursing Company ------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------- National Grid Group plc Confederation of British Industry National Grid Group plc $44,123.00 Other (3) (B) National Grid Group plc $6,987.00 Other (2) (C) National Grid Group plc $167,529.00 National Grid USA Service Company, Inc. Edison Electric Institute - 426.40 $273,165.00 Other (3) - 426.40 $2,504.75 Edison Electric Institute - 930.20 $826,333.00 National Grid USA Choate, Hall & Stewart (D) 426.40 $44,785.00 Alliance for Competitive Energy - 426.40 $27,676.00 American Continental Group - 426.40 $16,009.50 PA Consulting Services, Inc. - 426.40 $13,120.00 Other (1) (D) 426.40 $6,598.00 Other (8) - 426.40 $23,492.00 Other (1) - 930.20 $7,402.50 New England Power Company Choate, Hall & Stewart (D) 426.40 $69,850.00 Alliance for Competitive Energy - 426.40 $44,282.00 American Continental Group - 426.40 $25,015.00 Joyce & Joyce (D) 426.40 $24,200.00 PA Consulting Services, Inc. - 426.40 $20,992.00 Gallagher, Callahan & Gartrell (D) 426.40 $18,338.00 Other (7) - 426.40 $31,197.00 Harvard University Electricity Policy Group - 930.20 $22,566.00 Other (1) - 930.20 $1,437.00 Massachusetts Electric Company Mass Insight - 426.10 $25,000.00 Other (11) - 426.10 $8,605.00 Accounts charged, if any, per books of Name of Recipient or Beneficiary (by Company) Purpose (A) Disbursing Company Amount Joyce & Joyce (D) 426.40 $24,200.00 The Alliance to Save Energy - 426.40 $17,865.13 Other (5) - 426.40 $16,080.00 Harvard University Electricity Policy Group - 930.20 $12,676.13 Other (6) - 930.20 $28,171.45 ------------------------------------------------------------------------------------------------------------------------- Narragansett Electric Company Other (4) - 426.10 $9,550.00 Trion Communication - 426.40 $40,300.40 John G Coffey, Esq (D) 426.40 $20,000.00 McMahon-Preston Communications (D) 426.40 $12,000.00 Other (6) - 426.40 $11,405.00 Other (4) - 930.20 $11,407.74 Granite State Electric Company Other (3) - 426.10 $3,850.00 Gallagher, Callahan & Gartrell (D) 426.40 $58,357.08 Other (6) - 426.40 $1,315.00 Other (3) - 930.20 $1,057.62 Nantucket Electric Company Other (2) - 426.40 $229.14 Other (3) - 930.20 $314.58 Niagara Mohawk Power Corporation Wilson, Elser, Moskowitz (D) 426.40 $69,743.35 Hiscock & Barclay, LLP (D) 426.40 $48,642.49 Decision Strategies Group - 426.40 $40,000.00 Swidler Berlin Shereff Friedman (D) 426.40 $18,453.84 NYPROCOA, Inc. - 426.40 $15,000.00 Other (10) - 426.40 $32,360.00 American Gas Association - 930.20 $112,500.00 Other (1) - 930.20 $5,500.00 (A) All such payments, unless otherwise noted, were subscriptions, dues, and/or contributions. (B) Payments made to business forums in the United Kingdom. (C) Payments for consultancy services in the United Kingdom and European union provided by public affairs consultants. Services do not include direct or indirect lobbying on behalf of National Grid Group plc or its subsidiaries. (D) Payments for legislative services. Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. --------------------------------------------- --------------- -------------- -------------------------- Serving Receiving Compensation Transaction Company Company FY 2002 --------------------------------------------- --------------- -------------- -------------------------- --------------------------------------------- --------------- -------------- -------------------------- Phase I Terminal Facility Support Agreement NEET NEP $1,276,403 (1) --------------------------------------------- --------------- -------------- -------------------------- --------------------------------------------- --------------- -------------- -------------------------- Phase II Massachusetts Transmission NEHTEC NEP $736,733 Facilities Support Agreement (2) --------------------------------------------- --------------- -------------- -------------------------- --------------------------------------------- --------------- -------------- -------------------------- Phase II New Hampshire Transmission NEHTC NEP $627,244 Facilities Support Agreement (3) --------------------------------------------- --------------- -------------- -------------------------- (1) Agreement dated 12/1/81 as amended was in effect at 3/31/02. (2) Agreement dated 6/1/85 as amended was in effect at 3/31/02. (3) Agreement dated 6/1/85 as amended was in effect at 3/31/02 Part II. None. Part III. None. Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I (a) National Grid Holdings Limited ("National Grid Holdings"), a company organized under the laws of England and Wales whose location and business address is at 15 Marylebone Road, London NW1 5JD, England, is a foreign utility company and is the only EWG or foreign utility company in the National Grid system. National Grid Holdings has the principal active subsidiaries listed below. In addition to the active subsidiaries listed below, National Grid Holdings has a number of dormant subsidiaries (often formed for purposes of potential projects that are not realized) that are not included herein. Except as noted, all the entities listed below are organized under the laws of England and Wales. 1. The National Grid Company plc ("NGC") is the electricity transmission company in England and Wales. As a transmission asset owner, NGC provides a transmission service on a for-profit, non-discriminatory basis and maintains and makes improvements to optimise access to the transmission system of England and Wales. As system operator, it also matches generation and demand on the transmission system in real time through a balancing services activity, and procures ancillary services to ensure network security and stability. NGC is subject to regulatory controls overseen by the United Kingdom regulator, The Office of Gas and Electricity Markets, in respect of its transmission asset owner activities and its system operator activities. 1.1 Elexon Limited ("Elexon") carries on the business of implementing the Balancing and Settlement Code ("BSC"), as established under NGC's transmission licence, on a non-profit basis. Although, NGC is the registered owner of Elexon's shares, under the terms of the BSC Elexon has ceased to be controlled by National Grid. 1.2 NGC Leasing Limited is engaged in the leasing of motor vehicles for use by employees of the National Grid group. 1.3 NG Property Developments Limited owns and develops property that is not used for the operation of the transmission system in England and Wales, usually with a view toward eventual sale (Beneficial ownership has been transferred to National Grid Properties Limited). 2. EnMO Limited, in which National Grid Holdings owns 75%, was formed to operate the final day (balancing) gas market in Great Britain. 3. NGG Telecoms Holdings Limited is an intermediate holding company. 4. National Grid One Limited provides financial management services to National Grid group companies. 5. National Grid Two Limited provides financial management services to National Grid group companies. 6. National Grid Four Limited is an intermediate holding company for part of National Grid Holdings' interest in Energis plc. 7. National Grid Insurance Limited is a company organized in Guernsey in connection with the self-insured retention of NGC's transmission assets. National Grid Holdings holds all of the ordinary shares of National Grid Insurance Limited and an unaffiliated bank holds its preference shares remaining in issue. 8. National Grid Gold Limited provides financial management services to National Grid group companies. 9. National Grid Jersey Holdings Two Limited is a company organized under the laws of Jersey and is a former holding company. 10. National Grid Properties Limited is the group's holding company for certain UK properties owned by the group. 11. National Grid Jersey Holdings Three Limited is a company organized under the laws of Jersey and is a holding company for National Grid's interest in Myutility.com, Inc. 11.1 First Point Energy Corporation (formerly MyUtility.Com.Inc), in which National Grid Jersey Holdings Three Limited has a 10% interest, is a company organized under the laws of the state of Delaware and is engaged in the provision of on-line energy saving solutions. 12. National Grid Jersey Holdings Four Limited is a company organized under the laws of Jersey and is the holding company for National Grid's interest in Gridcom Limited. 12.1 Gridcom Limited is a company engaged in the business of installing and maintaining telecommunications equipment on the United Kingdom electricity transmission network. 13. National Grid Jersey Holdings Five Limited, a company organized under the laws of Jersey, is an intermediate holding company for part of National Grid Holdings' interest in Energis plc. 13.1 National Grid Three Limited is an intermediate holding company for part of National Grid Holdings' interest in Energis plc, 13.1.1 NGG Telecoms Limited is an intermediate holding company. 13.1.1.1Energis plc, in which the National Grid group has an economic interest in 32.55%, is a company listed on the Official List of the London Stock Exchange and on NASDAQ and is the parent company of the Energis group. Further information about Energis plc's business and subsidiaries is contained in its Form 20-F dated 11 September 2000 SEC file number 0-29552. 14. NGG Telecoms Investments Limited is a holding company for part of National Grid Holding's investment in Energis plc. 15. National Grid Five Limited is an intermediate holding company. 15.1 NGC Two Limited is an intermediate holding company and business development vehicle. 15.1.1 The National Grid Investments Company is an unlimited company and carries on business as an investment company. 15.2 National Grid Six Limited provides financial management services to National Grid group companies. 15.3 NatGrid Finance Holdings Limited provides financial management services to National Grid group companies. 15.3.1 NatGrid Finance Limited provides financial management services to National Grid group companies. 15.3.1.1 NG Jersey Limited is a company organized in Jersey which provides financial management services to National Grid group companies. 15.3.1.2 NG Investments Limited is a company organized in Jersey which provides financial management services to National Grid group companies. 15.3.1.2.1 NatGrid Investments Limited provides financial management services to National Grid group companies. 15.4 National Grid International Limited is the intermediate holding company for a number of National Grid Holding's current or planned investments outside the United Kingdom, including operations in South America, India, Africa, Continental Europe and the US. National Grid International Limited has eight seven active direct subsidiaries, a number of indirect subsidiaries and is a limited partner in a limited liability partnership, as follows: 15.4.1 National Grid Overseas Limited is an intermediate holding company. 15.4.1.1 National Grid Overseas Two Limited is a former intermediate holding company. 15.4.2 National Grid Seven Limited is an intermediate holding company for all of the South American and African interests held by National Grid Holdings. 15.4.2.1 National Grid Holdings B.V. is organized in the Netherlands and is a holding company for National Grid Holdings' operations in Brazil, Chile, Argentina and Zambia. 15.4.2.1.1 National Grid Brazil B.V., a company organized in the Netherlands, is a holding company for National Grid's investment in JVCO Participacoes Ltda. 15.4.2.1.1.1 JVCO Participacoes Ltda, of which National Grid Brazil B.V. owns 50%, is a company organized under the laws of Brazil and is a telecommunications joint venture vehicle for the National Grid group, France Telecom and Sprint Corporation. 15.4.2.1.1.1.1 Holdco Participacoes Ltda ("Holdco") is a company organized under the laws of Brazil and is a 100% subsidiary of JVCO Participacoes Ltda. Holdco is a joint venture vehicle for the National Grid groups' Brazilian telecom operations 15.4.2.1.1.1.1.1 Intelig Telecommun-ications Ltda ("Intelig") is a company organized under the laws of Brazil and is a 100% subsidiary of Holdco. Intelig is engaged in telecommunications in Brazil. 15.4.2.1.2 National Grid Zambia B.V., a company formed under the laws of the Netherlands, is a holding company for National Grid group's interest in Copperbelt Energy Corporation plc ("Copperbelt"). 15.4.2.1.2.1 Copperbelt, a Zambian corporation, is some 38.5% owned by National Grid Zambia B.V. and is engaged in generating, buying, selling and transmitting electricity to meet the needs of the copper mining region of Zambia. Another unrelated registered holding company, CINergy, also owns a significant interest in Copperbelt. 15.4.2.1.3 National Grid Finance BV is a company formed under the laws of the Netherlands that serves as a holding company for National Grid's electricity transmission operations in Argentina. 15.4.2.1.3.1 Compania Inversora En Transmicion Electrica Citelec S.A. ("Citelec") is a company organized under the laws of Argentina and in which the National Grid group holds a 42.5% interest. Citelec is a holding company for the Transener business. 15.4.2.1.3.1.1 Compania de Transporte de Energia Electrica en Alta Tension Transener S.A. ("Transener"), in which Citelec holds an approximately 65% interest, is a company organized under the laws of Argentina and is the owner of the primary electricity transmission system that services Argentina. 15.4.2.1.3.1.1.1 Empresa de Transporte de Energia Electrica por Distribucion Troncal de la Provincia de Buenos Aires Sociedad Anonima ("Transba"), a company organized under the laws of Argentina, is a regional transmission system owner in Argentina. Transba is 90% owned by Transener. 15.4.2.1.4 National Grid Brazil Finance is an unlimited company and carries on business as an investment company. 15.4.2.1.5 National Grid Poland B.V. is a company formed under the laws of the Netherlands and is the holding company for the National Grid group's 48.75% interest in Energis Polska Sp. z o.o. (formerly NG Koleje Telekomunikacja Sp. z o. o.), a Polish telecommunications joint venture (which interest was, on 31 March 2001, held by National Grid International Limited). 15.4.2.1.6 National Grid Holland Limited is an investment company. 15.4.2.1.7 National Grid Manquehue B.V. ("Manquehue BV") is a holding company organized under the laws of the Netherlands and holds National Grid's investment in Manquehue Net S.A. 15.4.2.1.7.1 Manquehue Net S.A. ("Manquehue Net") is a holding company organized under the laws of Chile and is 30% owned by Manquehue BV. Manquehue Net holds a 30.1% interest in Silica Networks S.A. and a 30.1% interest in SCC Uno S.A. 15.4.2.1.7.1.1 Silica Networks S.A. is a holding company organized under the laws of Chile and holds a 99.9% interest in Inversiones Silica Networks SA. 15.4.2.1.7.1.1.1 Inversiones Silica Networks S.A. is a holding company organized under the laws of Chile and holds 99.9% interests in both Silica Networks Chile S.A. and in SN Investments Argentina S.A. 15.4.2.1.7.1.1.1.1 Silica Networks Chile S.A. ("Silica Networks Chile") is a company organized under the laws of Chile and is engaged in developing a telecommunications network in Chile and, together with Silica Networks Argentina, a network between Chile and Argentina. 15.4.2.1.7.1.1.1.2 SN Investments Argentina SA ('SNI') is a company incorporated under the laws of Chile as holding company for Silica Networks Argentina S.A. 15.4.2.1.7.1.1.1.2.1 Silica Networks Argentina S.A. is a company incorporated under the laws of Argentina, owned 99.9% by SNI and 0.1% by SCC and engaged in the business of developing a telecommuni-ations network in Argentina and, together with Silica Networks Chile, a network between Argentina and Chile. 15.4.2.1.8 National Grid Fourteen Limited is a holding company for National Grid's interests in Chile. 15.4.2.1.8.1 National Grid Chile BV ("Chile BV") is a holding company organized under the laws of the Netherlands and is the holding company for National Grid's interests in Silica Net S.A and SCC Uno S.A. 15.4.2.1.8.1.1. SCC Uno S.A. ("SCC") is a holding company organized under the laws of Chile and holds 0.1% interests in each of Inversiones Silica Networks S.A. and SN Investments Argentina S.A. and Silica Networks Argentina S.A. SCC is owned 50% by Chile BV and 30.1% by Manquehue Net. 15.4.3 National Grid (IOM) UK Limited is a former holding company and is organized under the laws of the Isle of Man. 15.4.4 Network Mapping Limited provides survey data of power utility assets, and offers related services to customers. 15.4.5 National Grid Indus B.V. is a company organized under the laws of the Netherlands and resident in the United Kingdom and is a business development vehicle. 15.4.6 NG Australia GP Pty Limited is a company organized under the laws of Capital Territory, Australia and carries on the business of general partner in National Grid Australia LLP. 15.4.7 NG Australia LLP is a limited liability partnership established under the laws of the state of Victoria, Australia by National Grid Australia GP Pty Limited as general partner and National Grid International Limited as limited partner for the purpose of acquiring and holding investments. 15.4.7.1 National Grid Australia Pty Limited is a company organized under the laws of Capital Territory, Australia as a holding company for National Grid Australia LLP's investment in Basslink Pty Limited. 15.4.7.1.1 Basslink Pty Limited is a company organized under the laws of Capital Territory, Australia and engaged in development of an electrical interconnector between the Australian states of Tasmania and Victoria. 15.4.8 NG Procurement Holdings Limited is an intermediate holding company. 15.4.8.1 National Grid Procurement B.V. is a holding company organized in the Netherlands and holds the National Grid's interest of approximately 7.5% in Eutilia N.V., a company engaged in the development of an electronic business to business supply for goods and services to the European utilities sector. Eutilia N.V. is a joint venture involving a number of European utilities companies. 15.4.9 Britned Development Limited is a 50% joint venture with N Link International BV of the Netherlands with a view to establishing a submarine cable link between the UK and the Netherlands. 16. National Grid (Ireland) 1 Limited is an intermediate holding company, holding 26% of National Grid Nine Limited. 16.1 National Grid (Ireland) 2 Limited is an intermediate holding company. 16.1.1 National Grid Nine Limited provides financial management services to National Grid group companies. The following system companies have interests in National Grid Holdings:- Name of Company Description of Interest National Grid Holdings One plc 99,999,999 ordinary shares of 1 GBP each * one ordinary share of 1 GBP is owned by NGC Nominees Limited and 1000 A ordinary shares of 1 GBP each are owned by National Grid One Limited. (b) The aggregate amount of capital invested directly or indirectly by National Grid Group plc in National Grid Holdings Limited is $3,103,737,300, which is more particularly described as follows: Type Amount ------ ---------- Common stock investment in $1,751,686,900 National Grid Holdings Loans made to National Grid $970,639,400 Holdings and its subsidiaries Guarantees of National Grid $381,412,000 Holdings and its subsidiaries by National Grid Group plc ------------------ $3,103,737,300 As at 31 March 2002, there was no debt or other financial obligation of National Grid Holdings for which there is recourse, directly or indirectly to National Grid Group plc or another system company (other than an exempt wholesale generator (EWG) or foreign utility company (FUCO)). As at 31 March 2002, there was no direct or indirect guarantee of a security of National Grid Holdings by National Grid Group plc. During the reporting period there were no transfers of assets from any system company (other than an EWG or FUCO) to National Grid Holdings. (c) The ratio of debt to common equity for the National Grid Holdings group of companies is: Debt = $ 3,072,900,000 = 1.13 -------- --------------------- Common $ 2,728,300,000 Equity The net loss of the National Grid Holdings group of companies for the reporting period ended 31 March 2002 is $580,600,000 * All figures under US GAAP (d) None. Part II Please see the organisational chart submitted as Exhibit G. Please see the financial data included within Item 10 and Exhibits. Part III The aggregate investment of National Grid Group plc in EWGs and foreign utility companies is $3,103,737,300. The ratio of the aggregate investment to the aggregate capital investment of National Grid Group plc in its domestic public utility subsidiary companies is: Investment in foreign utility companies in accordance with Rule 24. 3,103,737,300 ------------------- = 0.47 Investment in domestic public utility subsidiary companies 6,571,817,000 Item 9A. U5S - supplementary information required under Appendix B of the SEC Order dated January 16, 2002 (Release No. 35-27490) (1) The amount of any income tax credit and/or income tax liability incurred during the previous fiscal year by National Grid General Partnership or National Grid Holdings, Inc., or their special purpose subsidiaries: (a) as a result of any acquisition-related debt, (b) other merger or acquisition-related expense, and (c) as a result of any other income source or expense. (a) National Grid General Partnership ("NGGP") incurred debt in the amount of $2,680 million for the purpose of financing the acquisitions of New England Electric System ("NEES") and Eastern Utilities Associates ("EUA"). The acquisition related debt produced tax credits for NGGP of $90.1 million National Grid Holdings Inc. ("NGH Inc") refinanced the debt previously incurred by NGGP, and incurred further debt in the amount of $1,030 million for the purpose of financing the acquisition of Niagara Mohawk Holdings Inc ("NMHI"). The total acquisition related debt of $3,710 million produced tax credits for NGH Inc of $15.2 million. (b) Neither NGGP nor NGH Inc incurred any income tax credit or liability from any other merger or acquisition related expense (c) NGGP incurred no income tax credit or liability from any other income source or expense. NGH Inc incurred an income tax liability of $25,000 in relation to interest income of $72,000. (2) A description of how the income tax credit and/or income tax liability was calculated and allocated to all companies included in the consolidated tax return, showing the interest costs and any assumptions used in the calculation. The income tax credit was calculated by determining the interest paid and the amortisation of the fee payable on refinancing, and adjusting this figure in accordance with applicable Internal Revenue Regulations to arrive at the deductible amount. The tax credit was calculated at the federal income tax rate of 35%. Interest and amortisation $301 million Tax credit at 35% $105.3 million (3) A description of how any acquisition-related funding is effected through all Intermediate Holding Companies. The supplementary information provided in National Grid's U5S filing last year described how $4 billion of funding was effected through the then Intermediate Holding Companies. When the NEES and EUA acquisition related debt was refinanced (as noted in 1(a) above), the funding related to those companies was increased to reflect the increase in value of those business. With the addition of the new funding for the NMHI acquisition, the funding totals $8.3 billion. The funding structure is as follows: (a) New National Grid has provided debt funding of $2.5 billion and equity funding of $1.5 billion to National Grid (US) Holdings Ltd ("NGUSH"). (b) NGUSH has borrowed from other New National Grid system companies a further $3.3 billion, and has a profit of $1.0 billion reflecting the increase in value of the NEES and EUA businesses; (c) NGUSH has provided debt funding of $5.4 billion and equity funding of $2.9 billion to National Grid (US) Investments 4 ("NGUSI4"); (d) NGUSI4 has invested equity of $4.5 billion in National Grid (US) Partner 1 Ltd, $45 million in National Grid (US) Partner 2 Ltd (together "the Partner Companies"), and $3.8 billion in National Grid Twelve Ltd ("NG12"); (e) The Partner Companies have provided partnership capital of $4.5 billion to NGGP; (f) NGGP has provided equity funding of $4.5 billion to NGH Inc; (g) NG12 has invested equity of $2.7 billion in National Grid Eight Ltd ("NG8") and $1.1 billion in National Grid Eleven Ltd ("NG11"). Each of NG8, NG11 and NG12 is a special purpose finance subsidiary of NGUSI4; (h) NG8 has provided debt funding of $2.7 billion and NG11 has provided debt funding of $1.1 billion to NGH Inc; and (i) NGH Inc has invested the $4.5 billion equity funding noted in (f) above together with the debt funding of $3.8 billion noted in (h) above, totalling $8.3 billion, in equity of NGUSA. (4) A description of the amount and character of any payments made by each Intermediate Holding Company to any other National Grid System company during the reporting period. Other than the payments necessary to implement the funding structure set out in question 3 above, no payments have been made by any Intermediate Holding Company to any other New National Grid system company during the reporting period. (5) A statement that the allocation of tax credits and liabilities was conducted in accordance with the Tax Allocation Agreement in effect and filed as an exhibit to the Form U5S. We confirm that the allocation of tax credits and liabilities was so conducted. Item 10. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements -------------------- National Grid USA Consolidating Financial Statements (Supplement A-1) including income statement, balance sheet, statement of cash flows, and statement of retained earnings for National Grid USA and its subsidiaries. Financial Statements and supporting schedules of NEP as reported on its 2002 Form 10-K (Supplement A-2). Income statement, balance sheet, statement of cash flows, and statement of retained earnings for each of the following companies: A-3 National Grid Group plc A-4 National Grid Holdings Limited A-5 National Grid (US) Holdings Limited A-6 National Grid (US) Investments Four Limited A-7 National Grid (US) Partner 1 Limited A-8 National Grid (US) Partner 2 Limited A-9 National Grid General Partnership A-10 National Grid Holdings, Inc. A-11 National Grid One (consolidated) Exhibits ---------- Unless otherwise indicated, the exhibits listed below are incorporated by reference to the appropriate exhibit numbers and the commission file numbers indicated in parenthesis. A. Annual Reports: A.1.a National Grid Group Annual Report on Form 20-F for the period ending March 31, 2002 (Commission File No. 1-4315) A.1.b.National Grid Group Annual Review for Stockholders for the period ending March 31, 2002 (Filed herewith) A.2 New England Power Company Form 10-K for the year ended March 31, 2002 (Commission File No. 1-6564) A.3 Niagara Mohawk Power Corporation Transition Report on Form 10-K for the period January 1, 2002 through March 31, 2002 (Commission File No. 1-2987) A.4 Connecticut Yankee Atomic Power Company 2001 Annual Report (Filed herewith) A.5 Maine Yankee Atomic Power Company 2001 Annual Report (Filed herewith) A.6.a Vermont Yankee Nuclear Power Corporation 2001 Annual Report to Stockholders (Filed herewith) A.6.b Vermont Yankee Nuclear Power Corporation 2001 FERC Form 1 (Filed herewith) A.7 Yankee Atomic Electric Company 2001 Annual Report to Stockholders (Filed herewith) B. Corporate Documents: 1. Memorandum of Articles of Association of National Grid Group plc (Exhibit 1 to Form 20-F for the period ending March 31, 2002 (Commission File No. 1-4315)) 2. Memorandum of Association and Articles of Association of National Grid Holdings Limited. (Exhibit B.2 to National Grid Group 2001 Form U-5-S) 3. AEDR Fuels, L.L.C.: AEDR Fuels Operating Agreement effective, December 1997 (Exhibit B.4 to NEES 1998 Form U-5-S). 4. AEMC, L.L.C.: a. Agreement and Plan of Merger dated December 31, 1998 (Exhibit 10(ii) to 1998 NEES Form 10-K, File No. 1-3446). b. Limited Liability Company Agreement (Exhibit B-1 to Amendment No. 1 to Form U-1, File No. 70-8921). c. Amendment No. 1 to Limited Liability Company Agreement (Exhibit 10(jj) to 1997 NEES Form 10-K, File No. 1-3446). d. Certificate of Amendment filed August 24, 2001 (Filed herewith). 5. EUA Bioten, Inc.: a. Articles of Organization filed June 22, 1995 and Certificate of Change of Fiscal Year End dated March 28, 2001 (Exhibit_5.a_to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 5.b to National Grid 2001 Form U-5-S, File 1-4315). 6. EUA Energy Investment Corporation: a. Articles of Organization filed December 15, 1987 and Certificate of Correction filed January 15, 1988 and Certificate of Change of Fiscal Year End dated March 28, 2001 (Exhibit_6.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 6.b to National Grid 2001 Form U-5-S, File 1-4315). 7. Granite State Electric Company: a. Articles of Organization (Exhibit B.1.a to NEES 1983 Form U-5-S). b. By-laws March 27, 1998 (Exhibit B.4.b to NEES 1998 Form U-5-S). 8. Massachusetts Electric Company: a. Articles of Organization (Exhibit B.2.a to NEES 1983 Form U-5-S); Articles of Amendment dated March 5, 1993, August 11, 1993, September 20, 1993, and November 11, 1993 (Exhibit 3(a) to 1993 Form 10-K, File No. 0-5464); Articles of Amendment dated January 27, 1998 (Exhibit B.6.a to National Grid USA 1999 Form U-5-S); Certificate of change of Fiscal Year End and Articles of Merger both filed May 1, 2000 (Exhibit 8.a_to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 8.b to National Grid 2001 Form U-5-S, File 1-4315) 9. Nantucket Electric Company: a. Articles of Organization (Exhibit A-6 filed under cover of Form SE, File No. 70-8675); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit_9.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit A-7 filed under cover of Form SE, File No. 70- 8675). 10. The Narragansett Electric Company: a. Charter (Exhibit B.3.a to NEES 1983 Form U-5-S); Amendment to Charter dated June 9, 1988 (Exhibit B.3.a to NEES 1988 FormU-5-S). b. By-laws (Filed herewith). c. Preference Provisions as amended dated December 15, 1997 (Exhibit 4(C) to NEES 1997 Form 10-K, File No. 1-3446). 11. National Grid USA: a. Certificate of Incorporation of Iosta, Inc. filed December 10, 1998 and Certificate of Amendment changing name to NGG Holdings, Inc. filed March 18, 1999 and Certificate of Merger with NGG Trustee LLCI and changing the name to National Grid USA filed March 22, 2000 and Certificate of Amendment filed June 26, 2000 (Exhibit_11.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 11.b to National Grid 2001 Form U-5-S, File 1-4315). 12. National Grid USA Service Company, Inc.: a. Articles of Organization (Exhibit B.9.a to NEES 1983 Form U-5-S); Certificate of Change of Fiscal Year End and Articles of Merger both filed May 1, 2000 and Articles of Amendment filed May 2, 2000 (Exhibit 12.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 12.b to National Grid 2001 Form U-5-S, File 1-4315). 13. National Grid Transmission Services Corporation: a. Articles of Organization filed May 1, 2000 (Exhibit 13(a) to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit_13.b to National Grid 2001 Form U-5-S, File 1-4315). 14. NEES Communications, Inc.: a. Articles of Organization (Exhibit B.9.a to NEES 1996 Form U-5-S); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit_14.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit B.9.b to NEES 1996 Form U-5-S). 15. NEES Energy, Inc.: a. Certificate of Incorporation (Exhibit 3(I) to Certificate of Notification, File No. 70-8803); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit 15.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 3(ii) to Certificate of Notification, File No. 70-8803). 16. NEES Telecommunications Corp.: a. Articles of Organization as amended through May 29, 1998 (Exhibit B.11.a to National Grid USA 1999 Form U-5-S); Certificate of change of Fiscal Year End dated April 5, 2000 (Exhibit 16.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-Laws (Exhibit B.11.b to National Grid USA 1999 Form U-5-S). 17. New England Electric Transmission Corporation: a. Restated Articles of Incorporation (Exhibit B.6.a to NEES 1983 Form U-5-S). b. By-laws dated March 17, 1998 (Exhibit B.13.b to NEES 1998 Form U-5-S) 18. New England Energy Incorporated: a. Articles of Organization (Exhibit B.7.a to NEES 1983 Form U-5-S); Articles of Amendment dated April 8, 1988 (Exhibit B.8.a to NEES 1988 Form U-5-S); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit_18.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit B.8.b to NEES 1995 Form U-5-S). 19. New England Hydro Finance Company, Inc. a. Articles of Organization (Exhibit B.9.a to NEES 1988 Form U-5-S); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit 19.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit B.9.b to NEES 1995 Form U-5-S). 20. New England Hydro-Transmission Corporation a. Articles of Incorporation (Exhibit B.8.a to NEES 1986 Form U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit B.10.a to NEES 1988 Form U-5-S); b. By-laws dated March 17, 1998 (Exhibit B.16.b to NEES 1998 Form U-5-S). 21. New England Hydro-Transmission Electric Company, Inc. a. Restated Articles of Organization dated January 13, 1989 (Exhibit B.11.a to NEES 1988 Form U-5-S); Certificate of change of Fiscal Year End dated April 3, 2000 (Exhibit 21.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws dated March 17, 1998 (Exhibit B.17.b to NEES 1998 Form U-5-S). 22. New England Power Company: a. Articles of Organization (Exhibit B.8.a to NEES 1983 Form U-5-S); Articles of Amendment dated June 25, 1987 (Exhibit B.12.a to NEES 1988 Form U-5-S); Articles of Amendment dated January 27, 1998 (Exhibit B.18.a to National Grid USA 1999 Form U-5-S); Articles of Amendment filed April 21, 2000 and Certificate of Change of Fiscal Year End and Articles of Merger both filed May 1, 2000 (Exhibit 22.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws (Exhibit 22.b to National Grid 2001 Form U-5-S, File 1-4315). 23. NEWHC, Inc.: a. Articles of Merger (Exhibit B.20.a to NEES 1998 Form U-5-S); Articles of Amendment dated October 21, 1999 (Exhibit B.20.a to National Grid USA 1999 Form U-5-S); Certificate of Change of Fiscal Year End dated April 5, 2000 (Exhibit 23.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-laws dated March 30, 1998 (Exhibit B.20.b to NEES 1998 Form U-5-S). 24. Metrowest Realty LLC: Limited Liability Company Agreement dated as of December 17, 1998 (Exhibit B.21 to NEES 1998 Form U-5-S). 25. Wayfinder Group, Inc. a. Articles of Organization (Exhibit B.5.a to NEES 1993 Form U-5-S). Articles of Amendment dated June 27, 1997 and December 13, 1999 (Exhibit B.23.a to National Grid USA 1999 U-5-S); Certificate of Change of Fiscal Year End dated April 3, 2000 (Exhibit 25.a to National Grid 2001 Form U-5-S, File 1-4315). b. By-Laws (Exhibit B.5.b to NEES 1993 Form U-5-S). C. Funded Debt: 1. Granite State Electric Company: a. Note Agreement with First Colony Life Insurance Company dated as of November 1, 1993 (Exhibit C-1 to NEES 1993 Form U-5-S). b. Note Agreement with First Colony Life Insurance Company dated as of July 1, 1995 (Exhibit A to Granite Certificate of Notification, File No. 70-8625). c. Note Agreement with the Paul Revere Life Insurance Company dated as of June 15, 1998 (Exhibit C.1.d to NEES 1998 Form U-5-S). 2. Massachusetts Electric Company: First Mortgage Indenture and Deed of Trust, dated as of July1, 1949, and twenty-one supplements thereto (Exhibit 7-A, File No.1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K, File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1995 NEES Form 10-K, File No. 1- 3446). 3. The Narragansett Electric Company: First Mortgage Indenture and Deed of Trust, dated as of September 1, 1944, and twenty-three supplements thereto (Exhibit 7-1, File No.2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898; Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986 Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898; Exhibit C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to 1992 Form 10-K, File No. 1- 3446; Exhibit 4(b) to 1993 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-K, File No. 1- 3446), Exhibit 4(b) to 1997 NEES Form 10-K, File No. 1-3446). 4. New England Electric Transmission Corporation: Note Agreement with PruCapital Management, Inc. et al. dated as of September 1, 1986; Mortgage, Deed of Trust and Security Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986 Form10-K, File No. 1-3446). 5. New England Power Company: a. Loan Agreement with Massachusetts Industrial Finance Agency dated as of March 15, 1980 and two supplements thereto (ExhibitC.8.c to NEES 1983 Form U-5-S); Supplements dated as of October 1, 1992 and September 1, 1993 (Exhibit C.6.b to NEES 1993 Form U-5-S); Fifth Supplement dated as of August 1, 1998 (Exhibit 5.a to NEES 1998 Form U-5-S). b. Loan Agreement with Business Finance Authority of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) dated as of November 15, 1983 (Exhibit C.8.d to NEES 1983 Form U-5-S); First Supplement dated as of April 1, 1986 (Exhibit C.7.d to NEES 1986 Form U-5-S); Second Supplement dated as of August 1, 1988 (Exhibit C.7.d to NEES 1988 Form U-5- S); Third Supplement dated as of April 1, 1989; Fourth Supplement dated as of November 1, 1990 (Exhibit C.6.d to NEES 1990 Form U-5-S); Fifth Supplement dated as of June 15, 1991 (Exhibit C.6.d to NEES 1991 Form U-5-S); Sixth Supplement dated as of January 1, 1993 (Exhibit C.6.d to NEES 1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993 and Eighth Supplement dated as of December 1, 1993 (Exhibit C.6.c to NEES 1993 Form U-5-S); Ninth Supplement dated as of February 1, 1995 (Exhibit 6.c to NEES 1995 Form U-5-S), Tenth Supplement dated as of January 1, 1996, Eleventh Supplement dated as of January 15, 1996, Twelfth Supplement dated as of December 1, 1996 (Exhibit 6.c to NEES 1996 Form U-5-S); and Thirteenth Supplement dated as of August 1, 1998 (Exhibit 5.b to NEES 1998 Form U-5-S). c. Loan Agreement with the Connecticut Development Authority dated as of September 1, 1999 (Exhibit 5.c to National Grid USA 1999 Form U-5-S). D.1 National Grid General Partnership and Affiliated U.S. Corporations Form of Federal and State Income Tax Allocation Agreement dated as of December 28, 2000 (Exhibit D to National Grid Group 2001 Form U-5-S). D.2 National Grid General Partnership and Affiliated U.S. Corporations Form of Amended and Restated Federal and State Income Tax Allocation Agreement dated as of December 20, 2001 (Filed herewith) D.3 National Grid General Partnership and Affiliated U.S. Corporations Form of Second Amended and Restated Federal and State Income Tax Allocation Agreement dated as of February 1, 2002 (Filed herewith) E. Schedule showing Money Pool investments for year ended March 31, 2002 (Filed herewith). F. Schedules (Filed herewith). G. Organizational Chart (Exhibit 8 to National Grid Group 2002 Form 20-F File No. 1-4315). H. See financial statements. SIGNATURE Each undersigned registered holding company has duly caused this annual report for the year ended March 31, 2002, to be signed on its behalf by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. NATIONAL GRID GROUP plc By: s/ John G. Cochrane John G. Cochrane Authorized Representative NATIONAL GRID USA By: s/ John G. Cochrane John G. Cochrane Senior Vice President Date: July 29, 2002 EXHIBIT INDEX ---------------------- Exhibit No. Description Page ------------- -------------- ------ Supplement National Grid USA Financial Statements Filed A-1 herewith Supplement Financial Statements and Supporting Incorporated A-2 Schedules of NEP as reported on its 2002 by reference Form 10-K Supplement Financial Statements for National Grid Filed A-3 Group plc herewith Supplement Financial Statements for National Grid Filed A-4 Holdings Limited herewith Supplement Financial Statements for National Grid Filed A-5 (US) Holdings Limited herewith Supplement Financial Statements for National Grid Filed A-6 (US) Investments Four Limited herewith Supplement Financial Statements for National Grid Filed A-7 (US) Partner 1 Limited herewith Supplement Financial Statements for National Grid Filed A-8 (US) Partner 2 Limited herewith Supplement Financial Statements for National Grid Filed A-9 General Partnership herewith Supplement Financial Statements for National Grid Filed A-10 Holdings, Inc. herewith Supplement Financial Statements for National Grid One Filed A-11 herewith A.1.a National Grid Group Annual Report on Incorporated Form 20-F for the period ending by reference March 31, 2002 A.1.b. National Grid Group Annual Review Filed under For Stockholders for the period cover of Ending March 31, 2002 Form SE A.2 New England Power Company Incorporated Form 10-K for the year ended March 31, 2002 by reference A.3 Niagara Mohawk Power Corporation Transition Incorporated Report on Form 10-K for the period January by reference 1, 2002 through March 31, 2002 A.4 Connecticut Yankee Atomic Power Company Filed under 2001 Annual Report cover of Form SE EXHIBIT INDEX ----------------------- Exhibit No. Description Page ------------- ------------- ------ A.5 Maine Yankee Atomic Power Company Filed under 2001 Annual Report cover of Form SE A.6.a Vermont Yankee Nuclear Power Corporation Filed under 2001 Annual Report to Stockholders cover of Form SE A.6.b Vermont Yankee Nuclear Power Corporation Filed under 2001 FERC Form 1 cover of Form SE A.7 Yankee Atomic Electric Company Filed under 2001 Annual Report to Stockholders cover of Form SE B.1 Memorandum and Articles of Association of Incorporated National Grid Group plc by reference B.2 Memorandum of Association and Articles of Incorporated Association of National Grid Holdings by reference Limited. B.3 AEDR Fuels, L.L.C. Operating Agreement Incorporated by reference B.4.a AEMC, L.L.C. Incorporated Agreement and Plan of Merger by reference B.4.b AEMC, L.L.C. Incorporated Limited Liability Company Agreement by reference B.4.c AEMC, L.L.C. Incorporated Amendment No. 1 to Limited Liability by reference Company Agreement B.4.d Certificate of Amendment filed August 24, Filed 2001 herewith B.5.a EUA Bioten, Inc. Incorporated Articles of Organization and by reference Certificate of Change of Fiscal Year End B.5.b EUA Bioten, Inc. Incorporated By-laws by reference B.6.a EUA Energy Investment Corporation Incorporated Articles of Organization, Certificate by reference of Correction, and Certificate of Change of Fiscal Year End B.6.b. EUA Energy Investment Corporation Incorporated By-laws by reference EXHIBIT INDEX ------------- Exhibit No. Description Page ------------- -------------- ------ B.7.a Granite State Electric Company Incorporated Articles of Organization by reference B.7.b Granite State Electric Company Incorporated By-laws by reference B.8.a Massachusetts Electric Company Articles Incorporated Of Organization and Certificate of Change by reference of Fiscal Year End and Articles of Merger B.8.b Massachusetts Electric Company Incorporated By-laws by reference B.9.a Nantucket Electric Company Incorporated Articles of Organization and Certificate of by reference Change of Fiscal Year End B.9.b Nantucket Electric Company Incorporated By-laws by reference B.10.a The Narragansett Electric Company Incorporated Charter and Amendments thereto by reference B.10.b The Narragansett Electric Company Incorporated By-laws by reference B.10.c The Narragansett Electric Company Incorporated Preference Provisions as amended by reference B.11.a National Grid USA Incorporated Certificate of Incorporation and by reference Amendments thereto B.11.b National Grid USA Incorporated By-laws by reference B.12.a National Grid USA Service Company, Inc. Incorporated Articles of Organization and by reference Certificate of Change of Fiscal Year End, Articles of Merger, and Articles of Amendment B.12.b National Grid USA Service Company, Inc. Incorporated By-laws by reference B.13.a National Grid Transmission Services Incorporated Corporation by reference Articles of Organization B.13.b National Grid Transmission Services Incorporated Corporation by reference By-laws EXHIBIT INDEX ---------------------- Exhibit No. Description Page ------------- -------------- ------ B.14.a NEES Communications, Inc. Incorporated Articles of Organization and Certificate by reference Of Change of Fiscal Year End B.14.b NEES Communications, Inc. Incorporated By-laws by reference B.15.a NEES Energy, Inc. Incorporated Certificate of Incorporation and by reference Certificate of Change of Fiscal Year End B.15.b NEES Energy, Inc. Incorporated By-laws by reference B.16.a NEES Telecommunications Corp Incorporated Articles of Organization and by reference Certificate of Change of Fiscal Year End B.16.b NEES Telecommunications Corp Incorporated By-laws by reference B.17.a New England Electric Transmission Corporation Incorporated Restated Articles of Incorporation by reference B.17.b New England Electric Transmission Corporation Incorporated By-laws by reference B.18.a New England Energy Incorporated Incorporated Articles of Organization and Certificate by reference of Change of Fiscal Year End Amendment B.18.b New England Energy Incorporated Incorporated By-laws by reference B.19.a New England Hydro Finance Company, Inc. Incorporated Articles of Organization and by reference Certificate of Change of Fiscal Year End B.19.b New England Hydro Finance Company, Inc. Incorporated By-Laws by reference B.20.a New England Hydro-Transmission Corporation Incorporated Articles of Incorporation and Articles of by reference Amendment B.20.b New England Hydro-Transmission Corporation Incorporated By-laws by reference B.21.a New England Hydro-Transmission Electric Company Incorporated Restated Articles of Organization and by reference Certificate of Change of Fiscal Year End EXHIBIT INDEX ----------------------- Exhibit No. Description Page ------------- -------------- ------ B.21.b New England Hydro-Transmission Electric Incorporated Company By-laws by reference B.22.a New England Power Company Incorporated Articles of Organization and Certificate by reference of Change of Fiscal Year End and Articles of Amendment B.22.b New England Power Company Incorporated By-laws by reference B.23.a NEWHC, Inc. Incorporated Articles of Merger and Amendment and by reference Certificate of Change of Fiscal Year End B.23.b NEWHC, Inc. Incorporated By-Laws by reference B.24 Metrowest Realty LLC Incorporated Limited Liability Company Agreement by reference B.25.a Wayfinder Group, Inc. Incorporated Articles of Organization and by reference Certificate of Change of Fiscal Year End B.25.b Wayfinder Group, Inc. Incorporated By-laws by reference C.1.a Granite State Electric Company Incorporated Note Agreement with First Colony Life by reference Insurance Company C.1.b Granite State Electric Company Incorporated Note Agreement with First Colony Life by reference Insurance Company C.1.c Granite State Electric Company Incorporated Note Agreement with Paul Revere Life by reference Insurance Company C.2 Massachusetts Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty-one supplements thereto C.3 The Narragansett Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty-three supplements thereto C.4 New England Electric Transmission Corporation Incorporated Note Agreement with PruCapital Management, by reference Inc. et al. and Mortgage, Deed of Trust and Security Agreement EXHIBIT INDEX ---------------------- Exhibit No. Description Page ------------- -------------- ------ C.5.a New England Power Company Incorporated Loan Agreement with Massachusetts Industrial by reference Finance Agency and five supplements thereto C.5.b New England Power Company Incorporated Loan Agreement with Business Finance by reference Authority of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) and thirteen supplements thereto C.5.c New England Power Company Incorporated Loan Agreement with Connecticut Development by reference Authority D.1 Income Tax Allocation Agreement Incorporated By reference D.2 Amended and Restated Federal and State Filed Income Tax Allocation Agreement herewith D.3 Second Amended and Restated Federal and Filed State Income Tax Allocation Agreement herewith E Money Pool investments for year ended Filed March 31, 2002 herewith F Schedules Filed under cover of Form SE G Organizational Chart Incorporated by reference