National Grid PLC - Annual Report 2005

U5S 1 u5s-2005.htm

File No. 030-00354

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U5S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 31, 2005 Filed pursuant to the Public Utility Holding Company Act of 1935 by

National Grid plc
National Grid (US) Holdings Limited
National Grid (US) Investments 4
National Grid (US) Partner 1 Limited
National Grid (US) Partner 2 Limited
1-3 Strand
London, WC2N 5EH
England
National Grid General Partnership
One Rodney Square
Wilmington, DE 19801
National Grid Holdings Inc.
National Grid USA
25 Research Drive
Westborough, MA 01582

TABLE OF CONTENTS

ITEM NO.	DESCRIPTION
1	System companies and investments therein as of fiscal year-end
2	Acquisitions or Sales of Utility Assets
3	Issue, Sale, Pledge, Guarantee or Assumption Of System Securities
4	Acquisition, Redemption or Retirement Of System Securities
5	Investments in Securities of Nonsystem Companies
6	Officers and Directors
7	Contributions And Public Relations
8	Service, Sales And Construction Contracts
9	Wholesale Generators And Foreign Utility Companies
9A	Other Information Requested by the Commission
10	Index of Financial Statements And Exhibits

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF MARCH 31, 2005 Table 1 of 4. National Grid Transco plc and its direct subsidiaries Notes: a. Effective July 27, 2005, National Grid Transco plc changed its name to National Grid plc. The company is referred to in this report as National Grid Transco. b. Unless otherwise designated, each entity listed in this table is a company organized under the laws of England and Wales. c. Preference Shares in these entities represent neither voting power nor ownership interests. d. Unless otherwise designated, unsecured debt is represented by demand notes and as such has no maturity date.

Name of Company
National Grid Transco plc

NGG Finance plc (1)	Ordinary £1	1,925,000	828,288	818,843	Finance co.	Subsidiary
	Unsecured debt		131,138	131,138
NGG Finance (No.1) Limited	Ordinary £1	1,000			Finance co.	Subsidiary
National Grid Holdings One plc (2)	Ordinary £0.1176	1,498,496,751	7,116,410	285,727	Intermediate holding co.	Subsidiary
	£1 B share	1
	Unsecured debt		1,004	1,004
NGT Luxembourg One Limited (3) (*)	Ordinary £1	1			Dormant co.	Subsidiary
National Grid (US) Holdings Limited	Ordinary £1	931,252	3,111,552	3,387,707	Intermediate holding co.	Subsidiary
	Unsecured debt		765,357	765.357
National Grid (US) Investments 2	Ordinary £1	100	-	-	Inactive co.	Subsidiary
National Grid (US) Investments 5 (*)	Ordinary £1	2			Dormant co.	Subsidiary
National Grid (US) Investments 6 (*)	Ordinary £1	2			Dormant co.	Subsidiary
National Grid (US) Investments 4	Ordinary £1	300	1,629,590	3,896,626	Intermediate holding co.	Subsidiary
	Unsecured debt		6,837,372	6,837,372
National Grid (US) Partner 1 Limited	Ordinary US$1	1,980,002	4,532,069	4,531,188	Intermediate holding co.	Subsidiary
	Unsecured debt		134	134
National Grid General Partnership (4)	Partnership	99	3,474,654	-	Partnership	Subsidiary
	Unsecured debt		140	140
National Grid US LLC (5)	-		210,934	210,684	Finance co.	Subsidiary
NG Chicago I LLC (6) (*)					Inactive	Subsidiary
NG Chicago II LLC (6) (*)					Inactive	Subsidiary
National Grid Holdings Inc. (4)	Ordinary US$0.10	1,353	3,656,515	3,474,654	Holding co.	Subsidiary
	Unsecured debt		3,852,419	3,852,419
NGT Two Limited	Ordinary £1	200,100	365	40,717	Investment co.	Subsidiary
	Unsecured debt		2,610,218	2,610,218
National Grid US 6 LLC	Common £1.00	1,381,245,000	2,610,554	-	Investment co.	Subsidiary
National Grid Ten	$1 ordinary	1,148,826	40	-	Investment co.	Subsidiary
	Unsecured debt		93	93
NGG (Delaware) LLC (7)					Nominee shareholder in National Grid Ten	Subsidiary
National Grid USA (US Corporation) (4, 8)	Common	1,000	7,908,366	7,362,300	Holding entity for group US
operations	Subsidiary
National Grid (US) Partner 2 Limited	Ordinary US$1	20,002	45,760	45,770	Intermediate holding co.	Subsidiary
	Unsecured debt		2	2
National Grid General Partnership (4)	Partnership	1	46,463	-	Partnership	Subsidiary
	Unsecured debt		140	140
National Grid Holdings Inc. (4)	Ordinary US$0.10	1	36,934	35,098	Holding co.	Subsidiary
National Grid Twelve Limited	Ordinary US$1	15,000,000	3,761,653	3,761,000	Intermediate holding co.	Subsidiary
	Unsecured debt		1,224,429	1,224,429
NGT One Limited	Ordinary US $0.01	6,666,910			Investment co.	Subsidiary
National Grid Eight Limited (9)	Ordinary US$315.50	10,000,000	3,179,745	2,721,781	Investment co.	Subsidiary
	Unsecured debt		575	575
NGT Three Limited	Ordinary £1	1,381,245,000	2,650,337	2680,537	Investment co.	Subsidiary
	Unsecured debt		2,968,296	2,968,296
National Grid Eleven Limited (10)	Ordinary US$273	5,000,000	219,486	1,040,000	Investment co.	Subsidiary

Notes to Item 1, Table 1 of 4

(*)	Dormant
(1)	National Grid Transco plc owns all of the common equity in NGG Finance plc.
Other system companies previously held preferred equity in NGG Finance as
follows: National Grid Eight Limited- 50,000,000 Class A Redeemable Preference
shares, 150,000,000 Class B Redeemable Preference shares and 1,550,000,000 Class
C Redeemable Preference shares; National Grid Eleven Limited- 18,500,000 Class
A Redeemable Preference shares, 62,500,000 Class B Redeemable Preference shares
and 637,500,000 Class C Redeemable Preference shares; NGT One Limited -
138,664,136 Class C Redeemable Preference shares. However these holdings were
redeemed by the company, using the proceeds of a fresh issue of shares to the
parent, effective 30 March 2005.
(2)	The subsidiaries of National Grid Holdings One plc are set forth in Table 2
of Item 1.
(3)	NGT Luxembourg One Limited was incorporated on 12 November 2004 as a
dormant company.
(4)	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, both of which are general partners. Its principal immediate
interest is in National Grid Holdings Inc., a Delaware corporation which is the
holding company for National Grid USA.
(5)	National Grid General Partnership owns a 100% membership interest in
National Grid US LLC, a Delaware limited liability company.
(6)	National Grid General Partnership owns a 100% membership interest in NG
Chicago I LLC, a Delaware limited liability company, which in turn owns a 100%
membership interest in NG Chicago II LLC, also a Delaware limited liability
company.
(7)	National Grid Holdings Inc. owns a 100% membership interest in NGG
(Delaware) LLC, a Delaware limited liability company.
(8)	The subsidiaries of National Grid USA are set forth in Table 4 of Item
1.
(9)	In addition to its 100% ordinary shareholding, National Grid Twelve limited
holds one US$1 non-voting reorganisation share in National Grid Eight
Limited.
(10)	In addition to its 100% ordinary shareholding, National Grid Twelve limited
holds one US$1 non-voting reorganisation share in National Grid Eleven Limited.

The following summary lists are provided for convenience. Entities acquired by National Grid Transco plc.

| 1. | NGT One Limited- incorporated as a subsidiary of Niagara Mohawk Holdings
Inc,. on 13 August 2003 and was transferred to National Grid Twelve Limited on
19 December 2003. |
| --- | --- |
| 2. | NGT Two Limited- incorporated as a subsidiary of National Grid Holdings
Inc., on 17 September 2004. |
| 3. | NGT Three Limited- incorporated as a subsidiary of National Grid Eight
Limited, on 17 September 2004. |
| 4. | National Grid US6 LLC- incorporated as a subsidiary of NGT Three Limited on
17 September 2004, and transferred to NGT Two Limited on December 7 th 2004. |
| 5. | NGG Finance (No.1) Limited- became a subsidiary of NGG Finance plc on 14
August 2003. |

Entities disposed of by National Grid Transco plc since 1 April 2004

Lattice Group plc was transferred from National Grid Transco plc to National Grid Holdings One plc as part of an internal reorganization, the registration of the transfer being effective on 30 June 2004.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF MARCH 31, 2005 (continued) Table 2 of 4. National Grid Holdings One plc and its subsidiaries Note: Unless otherwise designated, each entity listed in this table is a company organized under the laws of England and Wales. Except that all entities designated 'BV' are organized under the laws of the Netherlands.

| Name of Company | | Number
of Common Shares Owned | Issuer Book Value ($000's) | Owner Carrying Value ($000's) | Description | Type of Entity under
PUHCA (FUCO or Subsidiary of FUCO) |
| --- | --- | --- | --- | --- | --- | --- |
| National Grid Holdings One plc | | | | | Holding Co. | |
| Lattice Group plc (+) | Ordinary £0.10 | 3,613,496,929 | 1,477,029 | 12,165,123 | FUCO - intermediate holding co. for Transcos's
gas and telecoms infrastructure businesses. | FUCO |
| | Unsecured debt | | 6,694,324 | 6,694,324 | | |
| National Grid Netherlands One BV | Ordinary Euro1 | 2,200,000 | 7,635 | 2,609 | Finance holding Co. | Subsidiary |
| | Unsecured debt | | 1,839 | 1,839 | | |
| Toren CV (1) | | | 59,035 | 2,500 | Dutch Partnership | Subsidiary |
| | Unsecured debt | | 2,283,132 | 2,283,132 | | |
| National Grid Netherlands Two BV | Ordinary Euro1 | 2,200,000 | 4,370 | 2,609 | Finance holding Co. | Subsidiary |
| | Unsecured debt | | 19 | 19 | | |
| National Grid Netherlands Three BV | Ordinary Euro1 | 2,200,000 | 4,364 | 2,609 | Finance holding Co. | Subsidiary |
| | Unsecured debt | | 19 | 19 | | |
| National Grid Ireland Three | Ordinary £1 | 1,200,500,000 | 2,268,799 | 2,268,945 | Financial Services Co. | Subsidiary |
| National Grid Eighteen Limited | Ordinary £1 | 94,350 | 2,926,932 | 2,903,714 | Intermediate Holding Co. | Subsidiary |
| National Grid Seventeen Limited | Ordinary £1 | 1 | - | - | Intermediate Holding Co. | Subsidiary |
| National Grid Fifteen Limited | Limited by Guarantee- no share capital | | 90 | - | Intermediate Holding
Co. | Subsidiary |
| | Unsecured debt | | 1 | 1 | | |
| National Grid Sixteen Limited (2) | Ordinary £1 | 500 | 215 | 1 | Intermediate Holding Co. | Subsidiary |
| NG Malta One Limited | Ordinary £1 | 1,550 | 3,046,245 | 2,714,608 | Investment Co. | Subsidiary |
| NG Malta Two Limited (in liquidation) (3) | Ordinary £1 | 550 | 1,005 | 279,131 | Investment Co. | Subsidiary |
| National Grid Twenty Limited (4) | Ordinary £1 | 36,298,529 | 279,384 | 271,036 | Investment Co. | Subsidiary |
| National Grid (Ireland) 1 Limited (5) | Ordinary US$50 | 262,364 | 4,283,528 | 4,472,072 | Intermediate holding Co. | Subsidiary |
| | Preference US$50 | 740,065 | 49,692 | 3,331,738 | | |
| National Grid (Ireland) 2 Limited | Ordinary US$50 | 745,807 | 3,876,232 | 2,960,260 | Intermediate Holding Co. | Subsidiary |
| | Unsecured debt | | 8,125 | 8,125 | | |

National Grid Nine Limited (6) Ordinary £1 7,474 74 5,772,673 3,882,040 Financial management Services to group cos. Subsidiary

| National Grid Nine Limited (6) | Unsecured debt — Ordinary £1 | 2,626 | 26 | 577 — 2,028,236 | 577 — 1,363,960 | Financial management services to group
cos. | Subsidiary |
| --- | --- | --- | --- | --- | --- | --- | --- |

NGT Four Limited (7) Ordinary £1 50 7,964,289 7,884,988 Financial management Services to group cos. Subsidiary

| NGT Five Limited (8) | Ordinary £1 | 1 | (3) | 0 | Financial management Services to group
cos. | Subsidiary |
| --- | --- | --- | --- | --- | --- | --- |
| | Unsecured debt | | 13 | 13 | | |
| NGT UK Limited (9) | Ordinary £1 | 1 | | | 'Contracting Agent'
for the group's licencing and related agreements and activities. | Subsidiary |
| National Grid Jersey Investments Two Limited
(10) | Ordinary £1 | 2 | - | - | Dormant- non trading Co. | Subsidiary |
| NGG Telecoms Investment Limited (11) | Ordinary £1 | 2 | (42,818) | - | Intermediate Holding Co. | Subsidiary |
| | Unsecured debt | | 2,471,246 | 2,471,246 | | |
| Crown Castle UK Holdings Limited (12) | Ordinary £1 | 333,595,525 | 638,000 | 2,150,000 | Intermediate Holding Co. for the Crown Castle group of
companies. | Subsidiary |
| | Unsecured debt | | 195,338 | 195,338 | | |
| Crown Castle UK Limited (12) | Ordinary £1 | 287,030,156 | 578,000 | 542,487 | Telelecoms
infrastructure Services in the UK. | Subsidiary |
| Crown Castle Communications Limited (12)() | Ordinary £1 | 2,500,100 | 3,000 | - | Dormant- non trading Co. | Subsidiary |
| Crown Castle UK Finance plc (12) | Ordinary £1 | 50,000 | - | - | Finance Co. for Crown Castle group. | Subsidiary |
| Crown Castle UK Pension Trust Limited (12) | Ordinary £1 | 1 | - | - | Pension Trustee for Crown Castle UK pension
scheme. | Subsidiary |
| Mercator Developments Limited (12) () | Ordinary £1 | 2 | - | - | Dormant, non-trading Co. | Subsidiary |
| Terracom Estates Limited (12) (*) | Ordinary £1 | 100,000 | - | - | Dormant- non trading Co. | Subsidiary |
| | B Ordinary £0.01 | 10,840 | | | | |
| Terracom Design & Development Limited
(12) | Ordinary £1 | 10,000 | - | - | Dormant- non trading Co. | Subsidiary |
| Triscape Planning Limited (12) | Ordinary £1 | 1,000 | - | - | Dormant Co. | Subsidiary |
| National Grid Holdings Limited (13) | Ordinary £1 | 100,000,000 | 10,793,092 | 3,729,313 | Intermediate holding Co. | FUCO |
| | A Ordinary £1 | | - | - | | |
| | Unsecured debt | | 10,895,300 | 10,895,300 | | |

National Grid Four Limited (14)	Ordinary £1	100		(300,321)	-		Subsidiary
	Preferred Ordinary	700,000,000		-	-
	Unsecured debt			300,321	300,321
Energis plc (15)		123,582,445	7.1	4	-	In administration	Subsidiary
National Grid Gold Limited (16)	Ordinary £1	10,000		2,964,307	756,000	Financial management services to group
cos.	Subsidiary
	A Ordinary £1			195,053	-
National Grid One Limited (*)	Ordinary £1	100		5,944	59	Dormant- non trading Co.	Subsidiary
	Unsecured debt			3,506	3,506
National Grid Two Limited (*)	Ordinary £1	100		3,420	58	Dormant- non trading Co.	Subsidiary
	Unsecured debt			2,610,219	2,610,219
NGG Telecoms Holdings Limited (17)	Ordinary £1	10,638,758		5,135,837	4,796,702	Intermediate Holding Co.	Subsidiary
	A shares £1			2	2
	B shares £1			2	2
	Unsecured debt			1,206,385	1,206,385
National Grid (US) Investments 3 (*)	Ordinary £1	2	50	-	-	Dormant- non trading Co.	Subsidiary
National Grid (US) Investments (18)	Ordinary £1	225,300	100	978,006	1,225,276	Investment Co.	Subsidiary
	Preference £1	1,000,000		277,830	-
	Unsecured debt			44	44
National Grid Company plc	Ordinary £0.10	3,218,870		270,754	4,994,503	Electric Utility	Subsidiary

NGC Employee Shares Trustee Limited (*)		2		-		Dormant- non trading Co.	Subsidiary
NGC Leasing Limited	Ordinary £1	100		2,272	-	Vehicle Leasing	Subsidiary
	Unsecured debt			8,777	8,777
Elexon Limited (19)						Implements the 'Balancing and Settlement Code'
as established under National Grid Company's Transmission
Licence.	Subsidiary
The National Grid Group Quest Trustee Company Limited
(*)	Ordinary £1	2		-	-	Dormant- non trading Co.	Subsidiary
National Grid Nineteen Limited	Ordinary £1	5,000		9	9	Investment Co.	Subsidiary
National Grid Twenty One Limited	Ordinary £1	5,000		(203)	9	Investment Co.	Subsidiary
National Grid Jersey Holdings Three Limited (20)
(21)	Ordinary US$0.01	350		13	-	Former intermediate Holding Co.	Subsidiary
National Grid Jersey Holdings Five Limited (20)
(21)	Ordinary £0.01	148,843		(229)	-	Intermediate holding Co.	Subsidiary
	Unsecured debt			246	246
First Point Energy Corporation (20) (**)						On-line energy saving solutions	Subsidiary
National Grid Three Limited	Ordinary £1	505		(1,711,833)	-	Intermediate Holding Co for Energis
investment.	Subsidiary
	Unsecured debt			2,968,296	2,968,296
NGG Telecoms Limited	Ordinary £1	216,810,197		1,153,095	1,046,945	Intermediate Holding Co for Energis
investment.	Subsidiary
	Unsecured debt			1,206,385	1,206,385
Energis plc (15)		442,500,000	25.4	1	-	In administration	Subsidiary
National Grid Jersey Investments Limited
(22)	Ordinary £1	1,126,775		558,508		Investment Co.	Subsidiary
NatGrid Investments Ltd (23)	Ordinary £1	1,000		5,173	-	Financial management services to group
cos.	Subsidiary
	A Shares £1	100		213	-
	B Shares £1	300		8700	-
National Grid Five Limited	Ordinary £1	263,368,411		1,597,593	1,644,715	Intermediate holding co.	Subsidiary
	Unsecured debt			351,414	351,414
National Grid Six Limited	Ordinary £1	1		(109,797)	-	Financial management services to group
cos.	Subsidiary
	Unsecured debt			33,448	33,448
NatGrid Finance Holdings Limited	Ordinary £1	3,500,100		1,624,671	1,606,500	Financial management services to group
cos	Subsidiary
	Unsecured debt			2,554,484	2,554,484
NatGrid Finance Limited	Ordinary £1	100		2,939,689	2,785,084	Financial management services to group
cos	Subsidiary
NG Jersey Limited (21)	Ordinary £0.01	140,000		2,708,665	2,646,000	Financial management services to group
cos	Subsidiary
	Unsecured debt			144	144
NGC Two Limited	Ordinary £1	160,000,000		277,760	318,216	Holding Co.	Subsidiary
The National Grid Investments Company	Ordinary £1	10,000,000		116,337	273,084	Investment Co.	Subsidiary
	A Ordinary £1	150,000,000		255,514
	Unsecured debt			38,727	38,727
National Grid International Limited	Ordinary £1	83,600,100		(1,018,140)	-	Intermediate Holding Co.	Subsidiary
	Unsecured debt			2,267,806	2,267,806
National Grid Middle East FZCO (24)	AED 100,000 Ordinary	3	50	-	-	Middle Eastern Operations	Subsidiary
NG Procurement Holdings Limited	Ordinary £1	506,002		(3,637)	-	Inactive	Subsidiary
	Unsecured debt			3,637	3,637
National Grid Procurement BV (*)	Ordinary Euro450	40		8	-	Dormant- non trading Co.	Subsidiary
	Unsecured debt			123	123
National Grid (IOM) UK Limited (25)	Ordinary £1	2,000		13	8505	Former holding co.	Subsidiary
National Grid Overseas Limited (26)	Ordinary £1	200		1,588,025	577,705	Intermediate Holding Co.	Subsidiary

Unsecured debt — Ordinary £1	142,343 — (331,889)	142,343 — -
Unsecured debt	1,776,105	1,776,105

| Network Mapping Limited | Ordinary £1 | 300,000 | | - | - | Survey data of power utility assets, and
related services. | Subsidiary |
| --- | --- | --- | --- | --- | --- | --- | --- |
| National Grid Indus BV | Ord NLG 1000 | 87,352 | | 73,860 | 68,040 | Busines Development vehicle | Subsidiary |
| NGC Indus Limited (*) | Ordinary £1 | 33,113,000 | | - | 5,841 | Dormant- non trading Co. | Subsidiary |
| NGC Zambia Limited | Ordinary £1 | 15,754,000 | | 29,775 | 29,775 | Inactive | Subsidiary |
| NG Australia GP Pty Ltd (27) | Ordinary AS$1 | 1,195,614 | | 1,463 | 1,376 | General Partner in NG Australia LLP | Subsidiary |
| NG Australia LLP (27) | Partnership | n/a | 99 | 107,098 | 136,180 | Limited liability Partnership | Subsidiary |

National Grid Australia Pty Limited (27) Ordinary AS$1 494,561,393 489,028 489,028 Holding company for Basslink Subsidiary

| Basslink Pty Limited (27) | Ordinary AS$1 | 43,600,000 | | 27,450 | 33,696 | Development of electrical interconnector
between Australian states | Subsidiary |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Unsecured debt | | | 455,332 | 455,332 | | |
| The Electricity Transmission Company Limited
(*) | Ordinary £1 | 34,110,429 | | 64,467 | 64,465 | Dormant- non trading Co. | Subsidiary |
| Britned Development Limited (28) | Ordinary 'A' £1 | 1 | 50 | - | - | Joint venture to develop cable interconnector
proposal | Subsidiary |
| National Grid Zambia Limited | Ordinary US $1 | 46,000,001 | | 59,875 | 29,775 | Intermediate holding co.for African
interests. | Subsidiary |

National Grid Zambia BV Ordinary Euro450 50,000 55,954 46,000 Holding co. for Copperbelt Subsidiary

| | | 3,850,000 | 38.5 | 18,869 | 0 | Generates, trades and transmits electricity in
Zambia. | Subsidiary |
| --- | --- | --- | --- | --- | --- | --- | --- |
| National Grid Seven Limited | Ordinary £1 | 100 | | 98,761 | 84,558 | Intermediate holding co. | Subsidiary |
| | Unsecured debt | | | 94,963 | 94,963 | | |
| National Grid Holdings BV | Ordinary Euro450 | 62 | | 247,707 | 183,745 | Intermediate holding co. | Subsidiary |
| | Unsecured debt | | | 18,033 | 18,033 | | |
| National Grid Poland BV | Ordinary Euro450 | 40 | | (52,220) | - | Holding co for Polish
interests. | Subsidiary |
| | Unsecured debt | 1 | | 52,230 | 52,230 | | |
| Energis Polska Sp z.o.o | | 318,266 | 18.6 | - | - | Telecomms | Subsidiary |
| Telrise Sp. Z.o.o. () Cel Polska sp z.o.o () | | | | | | Not known to the group | Subsidiary |

National Grid Manquehue BV	Ordinary Euro450	40		(106,437)			Subsidiary
	Unsecured debt			105,647	105,647		Subsidiary
National Grid Finance BV	Ordinary Euro450	120		66	-	Former holding co. for
Argentina.	Subsidiary
	Unsecured debt			16	16
National Grid India BV (*)	Ordinary Euro450	40		(83)	24	Dormant- non trading Co.	Subsidiary
	Unsecured debt			86	86
NGC do Brasil Participacoes Ltda. (30) (*)	BRL 1.00 Ordinary	604,002		134	447	Dormant- non trading Co.	Subsidiary
	Unsecured debt			77	77
National Grid Brazil Transmission BV (*)	Ordinary Euro450	400		14,750	15,911	Dormant- non trading Co.	Subsidiary
National Grid Brazil Finance	Ordinary £1	314		263,798	236,241	Financial management Services to group
cos.	Subsidiary
National Grid Fourteen Limited	Ordinary £1	3		(57)	-	Intermediate holding co.	Subsidiary
National Grid Brazil BV	Ordinary Euro450	40		(584,416)	-	Intermediate holding co.	Subsidiary
	Unsecured debt			544,656	544,656
JVCO Participacoes Ltda (30)		900,000,000	50	-	-	Telecomms joint venture
vehicle.	Subsidiary
Holdco Participacoes Ltda (30)		3,000,000,000		**	**	Telecomms joint venture
vehicle.	Subsidiary
Intelig Telecomunicacoes Ltda (30)		3,000,000,000		**	**	Brazilian telecoms.	Subsidiary
National Grid Chile BV	Ordinary Euro450	40		(85,245)	-	Former holding co. for group interests in
Chile.	Subsidiary
	Unsecured debt			85,218	85,218
Inversiones ABC Limitada		61,500,500	50	-	-	Former holding co.	Subsidiary
NGT Nominees Limited	Ordinary £1	2		-	-	Nominee co. and holding co. for group name
protection companies	Subsidiary

99,999 Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Arterion (Employers) Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Arterion Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Arterion Technologies Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
BSc Co. Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Contiguous Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Eastlands Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Electracom Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Energi Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Energis Services Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Energy Market Operations Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Energy Settlements and Information Services Limited
(*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Enex Operations Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
First Connect Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
First Connect Utilities Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
First Point Services Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
First Point Solutions Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
FPL Telecom Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Gemstone Software Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
Grid International Limited (*)	Ordinary £1	2			Dormant- non trading Co.	Subsidiary
Grid Investment Holdings Limited (*)	Ordinary £1	100	-	-	Dormant- non trading Co.	Subsidiary
Grid One Limited (*)	Ordinary £1	1			Dormant- non trading Co.	Subsidiary
	Non-equity security	1			Dormant- non trading Co.

Gridmet Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Ifrastructure Technology Group Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
International Power Systems Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
IPS Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
ITG Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice Group (Employers) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice Land Developments Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Lattice Land Investments Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice LNG Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice Property (Employers) Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Lattice Property Holdings Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Lattice Property Portfolio Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NATGRID Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Natgrid Holdings Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Gridnat Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Holland Limited (*)	Ordinary £1	100	1	Dormant- non trading Co.	Subsidiary
National Grid Market Services Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco Europe Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco Group Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco Holdings Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco International Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco One Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
National Grid Transco UK limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
NetMap Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
NGC Energy Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGC (GB) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGC IT Limited (31)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGC Leisure Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGG Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
NGT Holdings Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGT Intellectual Property Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGT Interconnectors Limited (*) (32)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGT Metering Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
NGT Onstream Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
NGT UK Holdings Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
On Stream Asset Management Services Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Data Management Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Data Provision Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Meter Operations Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Meter Reading Services Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Metering Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Services Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Solutions Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Utilities Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream Worldwide Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
On Stream. Com Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Original Basslink Pty Limited (*)		1		Dormant- non trading Co.	Subsidiary
Powercom Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Secondsite Estates Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Secondsite Holdings Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Secondsite Land Developments Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Secondsite Portfolio Solutions Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Secondsite Property Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Supergrid Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Teldata International Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Teldata Services Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Teldata Solutions Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Telecom Electric Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Maintenance (Scotland) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Maintenance (Wales) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Maintenance Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Management (Scotland) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Management (Wales) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Asset Management Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Connections (Scotland) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Connections (Wales) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Connections Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Emergency Services (Scotland) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Emergency Services (Wales) Limited
(*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Emergency Services Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Holdings (Employers) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco LNG Storage Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Metering Services (Scotland) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipeline Constructors (Scotland) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipeline Constructors (Wales) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipeline Constructors Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipelines (Scotland) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipelines (Wales) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Pipelines Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transco Transportation Company Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Transgrid Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Vesas Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Xoserve (UK) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary
Xoserve Holdings Limited (*)	Ordinary £1	1		Dormant- non trading Co.	Subsidiary
Xoserve (UK) Limited (*)	Ordinary £1	2		Dormant- non trading Co.	Subsidiary

Notes to Item 1, Table 2 of 4

(*)	Dormant
(**)	Entity is not controlled by National Grid Transco and this information is
either not known to National Grid Transco or reasonably available to National
Grid Transco.
(+)	Lattice Group plc was transferred from National Grid Transco plc to
National Grid Holdings One plc as part of an internal reorganization, the
transfer being effective on 30 June 2004. Lattice Group plc and its
subsidiaries are shown in Table 3 of 4.
(1)	Toren CV is a partnership by National Grid Netherlands One BV (98%
interest), National Grid Netherlands Two BV (1% interest) and National Grid
Netherlands Three BV (1% interest).
(2)	National Grid Sixteen Limited was transferred from National Grid Fifteen
Limited to National Grid Eighteen Limited, effective 21 March 2005.
(3)	NG Malta Two Limited. National Grid Sixteen Limited holds all its 500 'B'
preference shares. On 22 March 2005, 1,000 'C' shares were issued to
NG Malta One Limited. On 25 May 2004, 150 ordinary shares were issued to NG
Malta One Limited. On 22 March 2005, it reduced its share capital by cancelling
950 of the ordinary shares issued to NG Malta One Limited and on 23 March 2005
it went into liquidation.
(4)	National Grid Twenty Limited. On 25 May 2004, a further 107,106,670
ordinary shares were issued to NG Malta Two Limited. On 21 March 2005 NG Malta
Two Limited agreed the transfer of its entire holding (99,997% of the total) to
NG Malta One Limited. National Grid Holdings Limited retains 5,000 ordinary
shares (0.003%).
(5)	740,065 $50 preference shares in National Grid (Ireland) 1 Limited formerly
held by National Grid Holdings Limited were transferred to National Grid
Holdings One plc on 23 December 2004, together with 262,364 ordinary shares. One
ordinary share held by National Grid International Limited.
(6)	National Grid Nine Limited. Ownership is split between National Grid
(Ireland) 1 Limited (26%) and National Grid (Ireland) 2 Limited (74%).
(7)	NGT Four Limited was incorporated in the Cayman Islands on 26 November 2004
and transferred to National Grid Nine Limited on 6 December 2004. The company is
domiciled in England and Wales.
(8)	NGT Five Limited was incorporated in the Cayman Islands on 15 December 2004
and transferred to National Grid Holdings One plc on 21 December 2004. The
company is domiciled in England and Wales.
(9)	NGT UK Limited was transferred from NGT Nominees Limited to National Grid
Holdings One plc, effective 1 July 2004.
(10)	National Grid Jersey Investments Two Limited was incorporated on 6 August
2004 in Jersey as a subsidiary of National Grid Holdings One plc.
(11)	NGG Telecoms Investment Limited was transferred from National Grid Holdings
Limited to National Grid Holdings One plc on 25 June 2004.
(12)	Crown Castle UK Holdings Limited, a telecoms infrastructure holding
company, was incorporated in England and Wales on 27 August 1996 and became a
subsidiary of NGG Telecoms Investment Limited, on 31 August 2004, as part of the
National Grid Transco group's acquisition of the Crown Castle business and
its subsidiaries.
(13)	National Grid Holdings Limited. 1,000 'A' shares held by National Grid One
Limited.
(14)	700 million Preferred ordinary shares in National Grid Four Limited, held
by National Grid Holdings Limited.
(15)	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 Transco and is in
administration.
(16)	The 1,000 'A' ordinary shares in National Grid Gold Limited are held by NG
Jersey Limited.
(17)	In addition to the ordinary shares held by National Grid Holdings Limited,
1,000 A shares in NGG Telecoms Holdings Ltd are held by NatGrid Investments
Limited and 1,000 B shares are held by National Grid Two Limited.
(18)	National Grid (US) Investments. 1million new £1 preference shares were
issued to National Grid Twenty One Limited on 21 July 2004 and transferred to
National Grid Netherlands One B.V. on 28 July 2004.
(19)	National Grid Company plc is the registered shareholder of Elexon Limited.
However National Grid does not exercise control over this company.
(20)	National Grid Jersey Holdings Three Limited held 10% of the ordinary share
capital of First Point Energy Corporation, a Delaware corporation, until that
holding was transferred to National Grid Jersey holdings Five Limited in
December 2004.
(21)	Jersey registered and domiciled company
(22)	National Grid Jersey Investments Limited was incorporated on 18 May 2004 in
Jersey and became a subsidiary of National Grid Company plc on 21 May 2004. On
20 August 2004 it was transferred to National Grid Holdings One plc,
subsequently transferred to NGG Telecoms Limited on 6 December 2004.
(23)	100 A shares in Natgrid Investments Ltd, and 100 B shares, are held by
National Grid Holdings Limited. And 200 B shares are held by NGT Insurance
Company (Guernsey) Limited.
(24)	National Grid Middle East FZCO is a company organized and incorporated in
Dubai. National Grid International holds the Group's 50% interest, whilst the
remaining 50% is held outside the group.
(25)	Registered in the Isle of Man, domiciled in the UK
(26)	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, in National Grid Overseas Limited
(27)	NG Australia LLP is an Australian limited liability partnership in which
National Grid International Grid Limited holds a 99% interest and NG Australia
GP Pty Limited (Australian registered) holds a 1% interest. NG Australia LLP
owns National Grid Australia Pty Limited, which is registered in the Cayman
Islands, whose subsidiary Basslink pty is registered in Australia.
(28)	Britned Development Limited is a company organized under the laws of
England and Wales and is a joint venture company. The one issued ordinary A
share of £1 is held by National Grid International Limited, whilst the one
issued ordinary B share of £1 is held outside the group.
(29)	Registered in Zambia.
(30)	Companies registered in Brazil. JVCO Participacoes Ltda is a joint venture,
which wholly owns Holdco Participacoes Ltda, which in turn wholly owns Intelig
Telecomunicacoes Ltda.
(31)	NGC IT was transferred to NGT Nominees from NGG Telecoms Limited on 17
November 2004.
(32)	EPFAL Limited changed name to NGT Interconnectors Limited on 14 January
2005.

Entities acquired since 1 April 2004:

| 1. | NGT Four Limited, a wholly owned subsidiary of National Grid Nine Limited,
was incorporated in the Cayman Islands on 26 November 2004 and transferred to
National Grid Nine Limited on 6 December 2004. The company is domiciled in
England and Wales. |
| --- | --- |
| 2. | NGT Five Limited was incorporated in the Cayman Islands on 15 December 2004
and transferred to National Grid Holdings One plc on 21 December 2004. The
company is domiciled in England and Wales. |
| 3. | National Grid Jersey Investments Limited was incorporated on 18 May 2004 in
Jersey and became a subsidiary of National Grid Company plc on 21 May 2004. On
20 August 2004 it was transferred to National Grid Holdings One plc, and
subsequently transferred to NGG Telecoms Limited on 6 December 2004. |
| 4. | National Grid Jersey Investments Two Limited was incorporated on 6 August
2004 in Jersey as a subsidiary of National Grid Holdings One plc. |
| 5. | Crown Castle UK Holdings Limited, a telecoms infrastructure holding
company, was incorporated in England and Wales on 27 August 1996 and became a
subsidiary of NGG Telecoms Investment Limited, on 31 August 2004 as part of the
National Grid Transco acquisition of the Crown Castle business and its direct
subsidiary, Crown Castle UK Limited, whose subsidiaries are as shown in the
table above. |

Entities disposed of since 1 April 2004 :

| 1. | NGT Insurance Company (Guernsey) Limited was merged with NGT Insurance
Company (Isle of Man) Ltd (see under Item 3) on 21 January 2005 . |
| --- | --- |
| 2. | During the year, the Group disposed of its interest in Citelec SA
(Argentina) through which its former interests in electricity distribution
companies Transener SA and Transba SA were held. |

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF MARCH 31, 2005 (continued) Table 3 of 4. Lattice Group plc and its subsidiaries Note: Unless otherwise designated, each entity listed in this table is a company organized under the laws of England and Wales.

| Name of
Company | | Number
of Common Shares Owned | Percent
of Voting Power (100%
unless specified) | Issuer Book Value ($000's) | Owner Book Value ($000's) | Description | Type of
entity Under
PUHCA (FUCO
or Subsidiary of
FUCO) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Lattice Group plc | | | | | | | FUCO |
| Grain LNG Limited | Ordinary £1 | 41,046,489 | | 62,425 | 69,385 | Provides importation and storage facilities
for liquefied natural gas for UK gas shippers | Subsidiary |
| National Grid Properties Limited | Ordinary £1 | 34,806,296 | | 54,019 | 65,772 | Holds interests in properties on behalf of
National Grid Company plc. | Subsidiary |
| | Non-equity securities | | | | | | |
| NG Property Developments Limited | Ordinary £1 | 300,000 | | 567 | - | Dormant, non-trading company | Subsidiary |
| Secondsite Property (Northampton) Ltd | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Transco Holdings plc | Ordinary £1 | 147,000,002 | | 2,158,069 | 666,820 | Intermediate holding company for National Grid
Transco's interests in the gas infrastructure business in the UK and
associated services | Subsidiary |
| | Non-equity securities | | | | | | |
| Transco plc | Ordinary £0.0133 | 3,944,133,593 | | 3,599,689 | 13,453,817 | Gas transmission company in the UK Subject to
regulatory control within the UK, overseen by the Office of Gas and Electricity
Markets. | Subsidiary |
| | Non-equity securities | | | | | | |
| British Transco International Finance BV (incorporated
in the Netherlands) | Ordinary £1,000 | 505 | | 5,838 | 20,287 | Finance Company providing financial services
to Transco | Subsidiary |
| Joint Radio Company Limited | Ordinary "A" £1 | 1 | 50 | - | - | Manages the radio spectrum allocation for
licence holders under the Wireless Telegraphy Act in the UK | Subsidiary |
| Lattice Opsco Limited () | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| British Transco Finance (No 5) Limited | Ordinary £1 | 2 | | - | - | Provides financial management services to
Transco | Subsidiary |
| C4Gas SA (incorporated in Belgium) | Ordinary "B" £210 | 475 | 47.5 | - | - | Activities aimed at improving purchasing and
increasing supply chain efficiencies in the European gas transportation
industry | Subsidiary |
| British Transco Capital Inc (incorporated in the
USA) | Ordinary US$1 | 20,000 | | 2 | - | Provides financial management services to
Transco | Subsidiary |
| British Transco Finance Inc (incorporated in the
USA) | Ordinary US$1 | 20,000 | | 1 | - | Provides financial management services to
Transco | Subsidiary |
| British Transco Finance (No 3) Limited | Ordinary £1 | 2 | | - | - | Provides financial management services to
Transco | Subsidiary |
| Transco Metering Services Ltd | Ordinary £1 | 1,373,399 | | 48,306 | (2,595) | Provides installation, maintenance and meter
reading services to gas shippers in the UK | Subsidiary |
| Transco (Employers) Limited () | Ordinary £1 | 2 | | | | Dormant, non-trading company | Subsidiary |
| Blackwater 1 Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater 2 Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater 3 Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater 4 Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater 5 Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater A Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Xoserve Ltd (formerly named Blackwater Agency Ltd)
() | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater B Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater C Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater D Limited () | Ordinary £1 | 1 | | 884,000 | 869,400 | Dormant, non-trading company | Subsidiary |
| Blackwater E Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater F Limited () | Ordinary £1 | 1 | | 941,000 | 926,100 | Dormant, non-trading company | Subsidiary |
| Blackwater G Limited () | Ordinary £1 | 1 | | 980,000 | 963,900 | Dormant, non-trading company | Subsidiary |
| Blackwater H Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater J Limited () | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater SC 1 Limited () (incorporated in
Scotland) | | | | - | - | Dormant, non-trading company | Subsidiary |
| Blackwater SC A Limited () (incorporated in
Scotland) | Ordinary £1 | 1 | | 365,000 | 359,100 | Dormant, non-trading company | Subsidiary |
| British Transco Finance (No 1) Limited (incorporated in
the Cayman Islands) | Ordinary £1 | 1,000 | | - | - | Provides financial management services to
Transco | Subsidiary |
| British Transco Finance (No 2) Limited (incorporated in
the Cayman Islands) | Ordinary £1 | 1,000 | | - | - | Provides financial management services to
Transco | Subsidiary |
| Lattice Group Holdings Limited | Ordinary £1 | 231,321,001 | | 506,670 | 437,197 | Intermediate holding company for Lattice
Group's non-regulated businesses. | Subsidiary |
| | Non-equity securities | | | | | | |
| Lattice Telecommunications Asset Development Company Limited | Ordinary £1 | 88,900,001 | | 226,223 | 168,021 | Dormant, non-trading company | Subsidiary |
| Eastlands (Benefits Administration) Limited | Ordinary £1 | 2 | | 725 | - | Provides pensions trustee and admin services,
payroll services and management and financial accounting
services. | Subsidiary |
| Beegas Nominees Limited | Ordinary £1 | 100 | | - | - | Nominee company acting as custodian for
certain assets of the Lattice Group Pension Scheme | Subsidiary |
| Stargas Nominees Limited | Ordinary £1 | 100 | | - | - | Nominee company acting as custodian for
certain assets of the Lattice Group Pension Scheme | Subsidiary |
| Landranch Limited | Ordinary £1 | 100 | | - | - | Dormant, non-trading company | Subsidiary |
| Lattice Energy Services Limited | Ordinary £1 | 2 | | 505 | - | Provided energy infrastructure solutions for
large energy users in the industrial and commercial market but had, during the
course of 2003/04 disposed of the majority of its assets and in 2004/05 was
largely inactive. | Subsidiary |
| Lattice Group Services Limited | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| NGT Holding (Isle of Man) Ltd (incorporated in the Isle
of Man) | Ordinary £1 | 800 | 80 | 220,109 | 220,109 | Intermediate holding company for the interest
of the insurance activities within the National Grid Transco
Group. | Subsidiary |
| NGT Insurance Company (Isle of Man) Limited (incorporated in the Isle of Man) | Ordinary £1 | 2,514,000 | | 328,059 | 178,529 | Provides insurance services to companies
within National Grid Transco | Subsidiary |
| NGT Insurance Company (Ireland) Limited (incorporated in
the Republic of Ireland) () | Ordinary £1 | 435,000 | | 23,091 | 18,900 | Dormant, non-trading company | Subsidiary |
| NGT Intellectual Property Ltd | Ordinary £1 | 2 | | - | - | Holds as custodian intellectual property on
behalf of other National Grid Transco group companies. | Subsidiary |
| NGT Telecom (No 2) Limited | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Lattice Telecom Finance (No 1) Limited (incorporated in the Isle of
Man) | Ordinary £1 | 10,000 | | 23 | - | Finance company | Subsidiary |
| Port Greenwich Limited | Ordinary £1 | 20 | 20 | 47 | - | Acquires, develops, manages and disposes of
land and property | Subsidiary |
| Lattice Group Trustees Limited | Ordinary £1 | 2 | | - | - | Provides trustee services for certain employee
share schemes within the National Grid Transco group of
companies | Subsidiary |
| Fulcrum Connections Limited | Ordinary £1 | 10,000,000 | | (16,452) | 18,900 | Provides gas connection services on behalf of
Transco | Subsidiary |
| Lattice Group Employee Benefit Trust Limited | Ordinary £1 | 2 | | - | - | Provides trustee services for certain employee
share schemes within the National Grid Transco group of
companies | Subsidiary |
| Transco Telecommunications Asset Development Co Ltd
() | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Utility Metering Services Limited | Ordinary £1 | 50,001,000 | | 49,761 | 116,085 | Operates gas metering services within the
National Grid Transco Group | Subsidiary |
| Advantica Limited | Ordinary £1 | 30,101,700 | | 46,521 | 56,892 | Provides technology based solutions to
Transco, other utilities and pipeline operators worldwide | Subsidiary |
| Advantica Corporate Ventures Limited | Ordinary £1 | 2 | | (21) | - | Invests in the equity of small innovative
companies whose products or markets are of strategic importance to the main
business of Advantica | Subsidiary |
| Cogsys Limited | Ordinary "A" £1 | 695,618 | 87.7 | (2) | - | Develops and markets intelligent computer
software systems | Subsidiary |
| | Ordinary "B" £1 | 1 | | | | | |
| Risx Limited (incorporated in
Scotland) | Ordinary £1 | 10 | | - | - | Provides risk management consultancy
services | Subsidiary |
| Risx Environmental Management Ltd () (incorporated in
Scotland) | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Stoner Associates Europe Limited | Ordinary £1 | 2 | | (16) | - | Provides simulation software and related
engineering services | Subsidiary |
| Lattice Group International Holdings Ltd | Ordinary £1 | 26,401,700 | | (271) | - | Intermediate holding company for certain
overseas interests of the Lattice Group | Subsidiary |
| Lattice Group US Holdings Inc | Ordinary US$0.01 | 100 | | - | - | Intermediate holding company for US interests
of Lattice Group | Subsidiary |
| Advantica Inc (incorporated in the
USA) | Common stock of US$0.01 | 1000 | | - | - | Provides technology based solutions to
pipeline operators in the USA | Subsidiary |
| Stoner Associates Australasia Pty Limited (incorporated
in Australia) | Ordinary shares of AUD
1.00 | 100 | | - | - | Provides technology based solutions to
pipeline operators in Australia | Subsidiary |
| Secondsite Property Portfolio Limited | Ordinary £1 | 31,000,200 | | 111,000 | 58,590 | Intermediate holding company for the property
interests of Lattice Group | Subsidiary |
| Secondsite Land Investments Limited | Ordinary £1 | 27,564,101 | | 61,000 | - | Develops property for the purposes of
receiving rental income | Subsidiary |
| Assethall Limited () | Ordinary £1 | 25,000 | | (24,000) | - | Dormant, non-trading company | Subsidiary |
| Mainstream Forty Seven Limited () | Ordinary £1 | 1,001 | | (2,000) | 1,890 | Dormant, non-trading company | Subsidiary |
| Port Greenwich Limited | Ordinary £1 | 80 | 80 | 47,000 | - | Acquires, develops, manages and disposes of
land and property | Subsidiary |
| Secondsite Property Holdings Limited | Ordinary £1 | 31,000,002 | | 143,000 | 58,590 | Manages the property portfolio of land and
buildings for the Lattice Group of companies | Subsidiary |
| Secondsite (Southall) General Partner
Limted | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Secondsite (Southall) LP Limited | Ordinary £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Secondsite Property Nominees (No 1) Limited | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Secondsite Property Nominees (No 2) Limited | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Secondsite Regeneration Limited () | Ordinary £1 | 100 | | - | - | Dormant, non-trading company | Subsidiary |
| Telecom International Holdings Limited | Ordinary £1 | 8,300,100 | | - | - | Intermediate holding company for the telecoms
interests of the National Grid Transco Group | Subsidiary |
| NGT Telecom (No 1) Limited | Ordinary £1 | 149,700,002 | | (25,000) | - | Manages the Group's interests in a fibre
optic cable infrastructure The assets of the Company were sold in 2003 and the
Company no longer trades | Subsidiary |
| Urband Limited | Ordinary "A" shares £1 | 4,750,000 | 50 | - | - | Provides and installs fibre optic equipment to
the wholesale telecoms market | Subsidiary |
| SSE Transco Ltd | Ordinary "A" shares £1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| | Ordinary "B" shares | 1 | | - | - | | Subsidiary |
| Gridcom (UK) Limited | Ordinary £1 | 268,300,200 | | 6,000 | - | Provides communications infrastructure
solutions to fibre and wireless network operators in the UK | Subsidiary |
| Gridcom Limited | Ordinary £1 | 4,000,000 | | (14,000) | 15,687 | Provides communications infrastructure
solutions to fibre and wireless network operators in the UK | Subsidiary |
| RT Masts Limited | Ordinary £1 | 160,625 | | 5,000 | 6,638 | Constructs and maintains telecoms
masts | Subsidiary |
| SST GMbH (incorporated in Germany) | | | | (3,000) | - | Manages the interests of Gridcom in
Germany | Subsidiary |
| SST Towers Communications SAS (incorporated in
France) | | | | (212,000) | - | Intermediate holding company to hold the
French interests of Gridcom | Subsidiary |
| Sofrer SA (incorporated in France) | | | | - | - | Manages the interests of Gridcom in France.
The Company no longer trades | Subsidiary |
| STC International Holdings Limited () | Ordinary £1 | 1,000,000 | | (34,000) | 1,890 | Intermediate holding company for part of
Gridcom's interest in radio sites | Subsidiary |
| Aerial Group Limited () | Ordinary "A" £0.01 | 273,125 | | 5,670 | - | Intermediate holding company for part of
Gridcom's interest in radio sites | Subsidiary |
| | Ordinary "B" £0.01 | 182,084 | | 34 | - | | |
| | Ordinary "C" £0.01 | 98,150 | | 19 | - | | |
| | "A" cumulative pref. Shares | 9,967,400 | | 18,838 | | | |
| | "B" cumulative pref. Shares | 1,100,000 | | 2,079 | - | | |
| | "C" cumulative pref. Shares | 7,722,821 | | 15,596 | - | | |
| AGL Systems International Limited () | Ordinary £1 | 2 | | (1,000) | - | Dormant, non-trading company | Subsidiary |
| Aerial UK Limited () | Ordinary £1 | 100,000 | | 5,000 | - | Intermediate holding company for part of
Gridcom's interest in radio sites | Subsidiary |
| Gridcom Aerial Sites plc | Ordinary £1 | 100,000 | | 8,000 | (9,083) | Management of radio sites and the provision of
related engineering services | Subsidiary |
| Ample Design Limited () | Ordinary "A" £1 | 10,000 | | 1,000 | - | Dormant, non-trading company | Subsidiary |
| | Ordinary "B" £1 | 22,727 | | | | | |
| Telink Limited () | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Lattice Intellectual Property Limited | Ordinary £1 | 2 | | - | - | Holds trademarks, patents, copyrights and
service marks on behalf of the Lattice Group of companies | Subsidiary |
| Fastnet Caloosahatchee Communications Limited () (incorporated in the British Virgin Islands) | Ordinary US$ 1 | 1 | | - | - | Dormant, non-trading company | Subsidiary |
| Gas Research & Technology Centre Limited
() | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| GRTC Limited () | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |
| Loughborough Park Management Ltd (*) | Ordinary £1 | 2 | | - | - | Dormant, non-trading company | Subsidiary |

Notes to Item 1, Table 3 of 4

(*) Dormant

Entities acquired by Lattice Group plc since 1 April 2004

Secondsite Property (Northampton) Ltd incorporated 2 August 2004
NGT Holdings (Isle of Man) Ltd incorporated in the Isle of Man on 20 September 2004
NGT Intellectual Property Limited transferred from NGT Nominees Ltd on 1 February 2005
Blackwater F Ltd incorporated 30 June 2004
Blackwater G Ltd incorporated 30 June 2004
Blackwater H Ltd incorporated 30 June 2004
Blackwater J Ltd incorporated 30 June 2004
Secondsite (Southall) General Partner Ltd incorporated 10 May 2004
Secondsite (Southall) LP Ltd incorporated 10 May 2004
The business of NGT Insurance Company (Guernsey) Limited was, on 21 January 2005, merged into the business of NGT Insurance Company (Isle of Man) Limited (a "subsidiary" of Lattice Group plc.

Entities disposed of by Lattice Group plc since 1 April 2004

Lattice Group Services (Agency) Ltd dissolved 14 September 2004.
The Group's interest in Viavera gmbh was disposed of 25 May 2004

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF MARCH 31, 2005 Table 4 of 4. National Grid USA and its subsidiaries Note: System companies lend to or borrow from other system companies through the National Grid USA Money Pool. A schedule showing investments in the Money Pool during the year ended March 31, 2005 is filed as part of National Grid Transco's Certificate of Notification (Rule 24) filed June 29, 2005 (file no. 10236).

| Name of Company (and
abbreviation used
herein) | Number of Common Shares
Owned | Percent of Voting Power (100% unless
specified) | Value Per Books of Issuer and Book Value to
Owner (000's) | Type of Entity under
PUHCA |
| --- | --- | --- | --- | --- |
| National Grid USA | | | | Registered holding company |
| Granite State Electric Company (Granite) | 60,400 | | $58,048 | Public Utility |
| Massachusetts Electric Company (Mass
Electric) | 2,398,111 | | 1,747,699 | Public Utility |
| Nantucket Electric Company (Nantucket) | 1 | | 24,322 | Public Utility |
| The Narragansett Electric Company
(Narragansett) | 1,132,487 | | 1,008,329 | Public Utility |
| NEES Energy, Inc. (NEES Energy) | 1,000 | | (6,866) | Non-utility Company |
| Unsecured Debt | | | 5,116 | --- |
| Wayfinder Group, Inc. (Wayfinder) | 1,000 | | (4,524) | Rule 58(b)(1)(i) and/or (vii) |
| Unsecured Debt | - | | 6,766 | --- |
| New England Hydro-Transmission Electric Company, Inc.
(NEHTEC) (1) | 872,504 | 53.97 | 25,910 | Non-utility Company |
| New England Hydro-Transmission Corporation (NEHTC)
(1) | 3,908 | 53.97 | 15,735 | Non-utility Company |
| New England Electric Transmission Corporation
(NEET) | 4 | | 177 | Non-utility Company |
| New England Energy Incorporated (NEEI) | 2,500 | | 0 | Rule 58(b)(1)(v), (vii) and/or (ix) |
| Unsecured debt | - | | 0 | --- |
| National Grid USA Service Company, Inc. | 3 | | 14,244 | Service Company |
| New England Power Company (NEP) | 3,619,896 | 99.69 | 1,101,965 | Public Utility |
| National Grid Communications Holdings, Inc. (Grid Com
Holdings) | 100 | | 108,139 | Non-utility Company |
| Unsecured debt | | | 112,435 | --- |
| Metrowest Realty LLC (Metrowest) | | | 6,845 | Non-utility Company |
| Unsecured debt | | | 2,146 | --- |
| EUA Energy Investment Corporation (EUA
Energy) | 100 | | 20,002 | Rule 58(b)(1)(vi), (vii), and/or (viii) |
| National Grid Transmission Services Corp. | 1,000 | | (180) | Rule 58(b)(1)(vii) |
| Unsecured debt | | | 275 | --- |
| Niagara Mohawk Holdings, Inc. (NM Holdings) | 160,239,818 | | 3,600,152 | Exempt holding company |
| GridAmerica Holdings Inc. | 1,000 | | 1,665 | Rule 58(b)(1)(vii) |
| GridAmerica LLC (2) | - | | 262 | Rule 58(b)(1)(vii) |
| | | | $7,848,662 | |
| | | | ========== | |
| Niagara Mohawk Holdings, Inc. | | | | |
| Niagara Mohawk Power Corporation (Niagara
Mohawk) | 187,364,863 | | 3,603,114 | Public Utility |
| NM Uranium, Inc. | 2,000 | | 0 | Rule 58(b)(1)(v), (vii) and/or (ix) |
| NM Receivables Corp. II | 2,000 | | 0 | Non-utility Company |
| NM Properties, Inc. | 3,075 | | 5,983 | Non-utility Company |
| Salmon Shores, Inc. | 100 | | 0 | Non-utility Company |
| Salmon Shores Partnership (3) | | 50.00 | 0 | Non-utility Company |
| Riverview, Inc. | 314 | | 261 | Non-utility Company |
| Riverview Galusha LLC (4) | | 50.00 | 225 | Non-utility Company |
| Landwest, Inc. | 303 | | 181 | Non-utility Company |
| Hudson Pointe, Inc. | 100 | | 0 | Non-utility Company |
| Upper Hudson Development Inc. | 943 | | 292 | Non-utility Company |
| OPropCo., Inc. | 1,286 | | 319 | Non-utility Company |
| Moreau Park, Inc. | 215 | | 679 | Non-utility Company |
| Land Management & Development, Inc. | 971 | | 3,712 | Non-utility Company |
| Arbuckle Acres, Inc. (5) | 10 | | 0 | Non-utility Company |
| Minoa Farms Development Company LLC (6) | | 50.00 | 0 | Non-utility Company |
| Port of the Islands North, LLC * | | | | Non-utility Company |
| Salmon Shores Partnership (3) | | 50.00 | 0 | Non-utility Company |
| Second Street Associates, LLC (7) | | 50.00 | 120 | Non-utility Company |
| UMICO Holdings, Inc. | 68,579 | 34.29 | 1,128 | Non-utility Company |
| Opinac North America, Inc. | 1,000 | | 13,798 | Non-utility Company |
| Unsecured debt | | | 100 | --- |
| eVionyx, Inc. | 18,000,000 | 16.00 | | Rule 58(b)(1)(ii) |
| Niagara Mohawk Energy, Inc. (NM Energy) | 347 | | - | Rule 58(b)(1)(ii), (v), and/or (vii) |
| Direct Global Power | 32,533 | 26.00 | - | Rule 58(b)(1)(ii) |
| Opinac Energy Corporation | 12,800,001 | | 0 | Non-utility Company |
| National Grid Communications Holdings, Inc. (Grid Com
Holdings) | | | | |
| Atlantic Western Consulting, Inc. (Atlantic
Western) | 1,000 | | 0 | Non-utility Company |
| National Grid Communications, Inc. (Grid
Com) | 1,000 | | 0 | Exempt Telecommunications Company |
| Unsecured debt | | | 0 | --- |
| NEES Communications, Inc. (NEES Com) | 1,000 | | 0 | Exempt Telecommunications Company |
| Unsecured debt | | | 0 | --- |
| NEES Telecommunications Corp | | | | Non-utility Company |
| New England Hydro Finance Company (NEHFC)
(8) | 1,000 | 57.47 | 10 | Non-utility Company |
| NEES Energy, Inc. | | | | |
| AEMC, L.L.C. | | | 0 | Rule 58(b)(1)(v) and/or (vii) |
| NEP | | | | Public Utility |
| Connecticut Yankee Atomic Power Company | 68,250 | 19.50 | 8,657 | Non-utility Company |
| Maine Yankee Atomic Power Company | 49,560 | 24.00 | 8,731 | Non-utility Company |
| Yankee Atomic Electric Company | 2,646 | 34.50 | 280 | Non-utility Company |
| New England Hydro-Transmission Electric Company Inc.
(NEHTEC) (1) | 56,576 | 3.50 | 419 | Non-utility Company |
| New England Hydro-Transmission Corporation (NEHTC)
(1) | 253 | 3.50 | 404 | Non-utility Company |
| EUA Energy Investment Corporation | | | | |
| EUA FRC II Energy Associates (9) | | 50.00 | | Rule 58(b)(1)(vii) and/or (viii) |
| EUA Bioten Inc. | 100 | | 0 | Rule 58(b)(1)(vi), (vii), and/or (viii) |
| EUA FRC II Energy Associates (9) | | 50.00 | | Rule 58(b)(1)(vii) and/or (viii) |
| New England Wholesale Electric Company*
(10) | | | | Non-utility Company |
| Wayfinder | | | | |
| Nexus Energy Software, Inc. (11) | | 9.90 | 2,150 | Rule 58(b)(1)(i), (ii) and/or (vii) |
| NEWHC, Inc. * | 1,000 | | | Rule 58(b)(1)(iv), (vi) and/or (vii) |

Notes to Item 1, Table 4 of 4 `

*	Entities designated with an asterisk (*) are inactive.
(1)	New England Power Company's shares obtained through merger with
EUA's Montaup Electric Company on May 1, 2000 are listed
separately.
(2)	GridAmerica LLC is a Delaware limited liability company.
(3)	Salmon Shores Partnership is a partnership jointly owned by NM Properties,
Inc. (50%) and Land Management & Development, Inc. (50%). It has no
assets.
(4)	Riverview Galusha LLC is a New York limited liability company.
(5)	Arbuckle Acres, Inc. was dissolved on May 2, 2005, after the end of the
fiscal year.
(6)	Minoa Farms Development Company, LLC is a New York limited liability
company.
(7)	Second Street Associates, LLC is a New York limited liability
company.
(8)	NEHFC has two shareholders, NEHTEC and NEHTC, each of which has a 50%
interest. The tabulation shown above reflects National Grid USA's and New
England Power Company's indirect ownership in NEHFC.
(9)	EUA FRC II Energy Associates is a Massachusetts general
partnership.
(10)	Incorporated in 1972; never capitalized.
(11)	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.

Disposals:

(1)	NM Receivables LLC was dissolved on December 15, 2004.
(2)	Land Management & Development, Inc. (LM&D) previously owned a 15%
membership interest in Salmon Hills Cross Country Ski Resort LLC, a New York
limited liability company that was engaged in the ownership and management of a
ski resort built in an economically depressed area of Niagara Mohawk's service
territory. As of December 21, 2003, LM&D wrote off its interest in Salmon
Hills, and in May 2004 Salmon Hills was the subject of a foreclosure.
LM&D's 15% membership interest was extinguished as a consequence of this
foreclosure.
(3)	Separation Technology, Inc. was listed in National Grid's Form U5S
for the fiscal year ended March 31, 2004. However, EUA Energy Investment
Corporation had sold its interest in STI Holdings, Inc. to Titan America LLC on
August 16, 2002.
(4)	Eastern Unicord Corporation was listed in National Grid's Form U5S
for the fiscal year ended March 31, 2004. However, this company was dissolved
by the Massachusetts Secretary of State on August 31, 1998.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES None. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

| Name of Issuer | Name of Company Acquiring,
Redeeming or Retiring
Securities (Issuer unless otherwise noted) | Number of Shares or
Principal
Amount — Acquired | Redeemed or Retired
(A) | Consideration | Commission Authorization (Release
No. or Other) |
| --- | --- | --- | --- | --- | --- |
| NGT | | | | | |
| Medium Term Note | | | $16,980,000 | | |
| Medium Term Note | | | $9,170,000 | | |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | | £8,883,000 | £8,883,000 | 27898 |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | £30,974,460 | | £30,974,460 | 27898 |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | £82,475,279 | | £82,475,279 | 27898 |
| National Grid (US) Investments 4 Ltd | National Grid (US) Holdings
Ltd | | | | |
| Inter Company Loan | | £1,629,926 | | £1,629,926 | 27898 |
| National Grid (US) Investments 4 Ltd | National Grid Holdings One
Ltd | | | | |
| Inter Company Loan | | | £89,524,803 | £89,524,803 | 27898 |
| National Grid (US) Investments 4 Ltd | Lattice Group plc | | | | |
| Inter Company Loan | | | £169,250,860 | £169,250,860 | 27898 |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | £184,844 | | £184,844 | 27455 |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | £237,105,498 | | £237,105,498 | 27455 |
| National Grid (US) Holdings Ltd | National Grid Transco plc | | | | |
| Inter Company Loan | | £24,692,775 | | £24,692,775 | 27455 |
| NEHFC | | | | | |
| Unsecured Notes | | | $9,270,000 | $9,270,000 | 25304 & (B) |
| NEES ENERGY | | | | | |
| Sub. Promissory Note | NG USA | | $300,000 | $300,000 | 26520 & 26633 |
| NARRAGANSETT ELECTRIC | | | | | |
| Bonds | | | $25,000,000 | $25,406,000 | (B) |
| MASSACHUSETTS ELECTRIC | | | | | |
| Bonds | | | $58,000,000 | $58,778,200 | (B) |
| WAYFINDER | | | | | |
| Sub. Promissory Note | NG USA | $325,000 | -0- | $325,000 | (C) |
| NEES COMMUNICATIONS, INC. | | | | | |
| Sub. Promissory Note | NG USA | $2,850,000 | $96,710,000 | $93,860,000 | (D) |
| NANTUCKET ELECTRIC | | | | | |
| Bonds | | $12,775,000 | $4,310,000 | $8,465,000 | (B) |
| METROWEST | | | | | |
| Sub. Promissory Note | NG USA | $100,000 | $1,525,000 | $1,425,000 | (E) |
| NIAGARA MOHAWK POWER
CORP | . | | | | |
| Bonds | | | $532,635,000 | $532,635,000 | (B) |
| Preferred Stock | | 503,100 shares | $25,155,000 | $25,155,000 | (B) |
| GRID COMMUNICATIONS, INC. | | | | | |
| Sub. Promissory Note | NG USA | $25,250,000 | $27,650,000 | $2,400,000 | (D) |
| GRID COM HOLDINGS | | | | | |
| Sub. Promissory Note | NG USA | $129,510,000 | $16,825,000 | $112,685,000 | (G) |

(A) Securities were extinguished. (B) Rule 42. (C) SEC Release No. 25261, 26017, 26057, 26235, 26277, 26291, & 26681. (D) An Exempt Telecommunications Company pursuant to Section 34 of the Act. (E) SEC Release No. 24847 and Rule 45(b)(3). (F) Rule 58. (G) Rule 45(b). ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

| Name of
Owner | Name of
Issuer | Security
Owned | Number of Shares
or Principal
Amount Owned | Percent Voting
Power | General Nature of Issuer's
Business | Carrying Value to
Owner (in
thous.) |
| --- | --- | --- | --- | --- | --- | --- |
| National Grid USA | UNITIL Corporation | Capital Stock no par value | 34,400 shs. | 0.6 | Public Utility | $303 |
| Four Subsidiaries (A) | Three business development corporations | Stocks | | | | $109 |
| (A) Mass. Electric, Narragansett, NEP, and Niagara Mohawk
Power Corp. | | | | | | |

ITEM 6. OFFICERS AND DIRECTORS Part I. Names and Addresses - Table 1 of 6 Notes:

| 1. | Unless otherwise indicated, each person listed in this table has the
principal business address of 1-3 Strand, London, England. |
| --- | --- |
| 2. | In this table, "NG" is sometimes used in entity names to mean
the words "National Grid". |
| 3. | National Grid General Partnership is not listed in the table below as it
has no officers or directors. It is a Delaware registered partnership whose
partners are two intermediate holding companies: National Grid (US) Partner 1
Limited (99%) and National Grid (US) Partner 2 Limited (1%). Its principal
immediate interest is in National Grid Holdings Inc., a Delaware Corporation
which is the holding company for National Grid USA. |

| | NG Transco
plc | NG (US) Holdings
Limited | NG (US) Investments
4 | NG (US) Partner 1
Ltd. | NG (US) Partner 2
Ltd. | National
Grid Holdings
Inc. |
| --- | --- | --- | --- | --- | --- | --- |
| Edward M. Astle | D | | | | | |
| John G. Cochrane | | | | | | D T |
| 25 Research Dr., Westborough, MA | | | | | | |
| Malcolm C. Cooper | | D | D | D | D | |
| David C. Forward | | S | S | S | S | |
| John A. M. Grant | D | | | | | |
| Kenneth G. Harvey | D | | | | | |
| Steven Holliday | D | | | | | |
| Michael E. Jesanis | D | | | | | D VP |
| 25 Research Dr., Westborough, MA | | | | | | |
| Paul L. Joskow | D | | | | | |
| Stephen Lucas | D | D | D | D | D | P |
| Helen M. Mahy | S | | | | | |

| | NG Transco
plc | NG (US) Holdings
Limited | NG (US) Investments
4 | NG (US) Partner 1
Ltd. | NG (US) Partner 2
Ltd. |
| --- | --- | --- | --- | --- | --- |
| Stephen F. Noonan | | D | D | D | D |
| Sir John Parker | ChB D | | | | |
| Stephen Pettit | D | | | | |
| Richard F. Pettifer | | D | D | D | D |
| Lawrence J. Reilly | | | | | D VP S |
| 25 Research Dr., Westborough, MA | | | | | |
| Maria Richter | D | | | | |
| George W. Rose | D | | | | |
| Michael A. Smyth-Osbourne | | D | D | D | D |
| Roger Urwin | D | D | D | D | D |
| Nick P Winser | D | | | | |

ITEM 6. OFFICERS AND DIRECTORS (continued) Part I. Names and Addresses - Table 2 of 6 Note: Unless otherwise indicated, each person listed in this table has the principal business address of 1-3 Strand, London, England.

| | NGG Finance
plc | NGG Finance (No1)
Limited | National Grid Holdings One
plc | National Grid Ireland
Three | National Grid Sixteen Ltd And National Grid Seventeen Ltd And National Grid Eighteen
Limited | NG Malta Two Ltd (In
liquidation- March
2005) |
| --- | --- | --- | --- | --- | --- | --- |
| Andrew B. Chapman | | | | D | | D |
| John G. Cochrane 25 Research Dr.,
Westborough, MA | | | | D | | D |
| Malcolm C. Cooper | D | D | D | | D | |
| Michael Delaney 25/28 North Wall
Quay Dublin 1 Ireland | | | | | | |
| Jan F. Van der Drift Blaak 16, 3011
T A Rotterdam Netherlands | | | D | | | |
| Richard A. Eves | | S | | | | |
| Mark A. D. Flawn | D | | D | | | |
| David C. Forward | S | S | S | D | S | D |

| | | NGG Finance (No1)
Limited | National Grid Holdings One
plc | National Grid Ireland
Three | National Grid Sixteen Limited And National Grid Seventeen Limited And National Grid Eighteen
Limited | NG Malta One
Ltd | NG Malta Two
Ltd |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Andrew G. H. Kluth | D | | | | | | |
| Stephen Lucas | | | D | | | | |
| George Nicolai Blaak 16, 3011 T A
Rotterdam Netherlands | | | D | | | | |
| Stephen F. Noonan | D | | D | | D | | |
| Richard F. Pettifer | D | D | D | D | D | D | D |
| Laurence A. Richardson | | | D | | | | |
| Michael A. Smyth-Osbourne | | | D | | D | | |
| Roger Urwin | | | D | | | | |
| Dr Joseph J. Vella 90 Strait
Street, Valetta, Malta | | | | D | | | D |
| Joseph Zammitt - Tabona 90 Strait
Street, Valetta, Malta | | | | D | | | D |

| | National Grid Ireland
Three | NG Malta Two
Ltd |
| --- | --- | --- |
| Andrew Muscat and Simon Schembri
(joint secretaries) 90 Strait Street, Valetta,
Malta | S | S |
| Line Secretaries 57/63 Line Wall
Road Gibraltar | S | |

ITEM 6. OFFICERS AND DIRECTORS (continued)

Part I. Names and Addresses - Table 3 of 6

Unless otherwise indicated, each person listed in this table has the principal business address of 25 Research Drive, Westborough, Massachusetts.

| | National Grid USA | National Grid USA Service Company,
Inc. | NEP | Mass Electric | Narragansett | Granite | Nantucket |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Janet Gail Besser | | VP | VP | | | | |
| James D. Bouford 55 Bearfoot Rd,
Northborough, MA | | VP | | | | | |
| Stephen Burnage | | VP | | | | | |
| Michael Calviou | | VP | VP | | | | |
| Edward A. Capomacchio | | VP, Co | Co | Co | Co | Co | Co |
| John G. Cochrane | T, Sr-VP, D | D, VP, T | VP, D | D | D | D | D |
| Edward J. Dienst 55 Bearfoot Rd,
Northborough, MA | | | | Sr-VP | Sr-VP | Sr-VP | Sr-VP |
| William F. Dowd | | VP | | | | | |
| Ralph E. Dudley 55 Bearfoot Rd,
Northborough, MA | | VP | | | | | |
| William F. Edwards 300 Erie Blvd
West, Syracuse, NY | Sr-VP, D | D | | | | | |
| Richard L. Francazio 55 Bearfoot
Rd, Northborough, MA | | VP | | VP | VP | VP | VP |
| David Fredericks 2 Fairgrounds Rd.,
Nantucket, MA | | | | | | | VP |
| | National Grid USA | National Grid USA Service Company,
Inc. | NEP | Mass Electric | Narragansett | Granite | Nantucket |
| Carlos A. Gavilondo 55 Bearfoot Rd,
Northborough, MA | | | | VP | VP | VP | VP |
| David Gendall Medford Street,
Malden, MA | | | | VP | | | |
| Michael J. Hager 55 Bearfoot Rd,
Northborough, MA | | VP | VP | | | | |
| Paul J. Halas | | Sr-VP | | | | | |
| Gregory A. Hale | | | C | C | S | S | S, C |
| Stephen T. Hall 100 E. Ashland St,
Brockton, MA | | | | VP | | | |
| Barbara A. Hassan 55 Bearfoot Rd,
Northborough, MA | | | | Sr-VP | Sr-VP | Sr-VP | Sr-VP |
| Charles F. Henderson | | VP | | | | | |
| Jeannie D. Herbert | | VP | | | | | |
| James B. Howe | | VP | | | | | |
| Michael E. Jesanis | P, D | D, P | D, VP | D | D | D | D |
| Joseph Krisiak 548 Haydenville Rd,
Northampton MA | | | | VP | | | |
| Joseph W. Kwasnik | | VP | | | | | |
| Michael R. Kyle 300 Erie Blvd West,
Syracuse, NY | | VP | | | | | |

| | National Grid USA | National Grid USA Service Company,
Inc. | NEP | Mass Electric | Narragansett | Granite | Nantucket |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Cheryl A. LaFleur 55 Bearfoot Rd,
Northborough, MA | Sr-VP, D | D | | P, D | P, D | P, D | P, D |
| Shannon M. Larson | | VP | | | | | |
| Peter H. Lebro 300 Erie Blvd West,
Syracuse, NY | | VP | VP | | | | |
| Stephen Lewis | VP | VP | P, D | | | | |
| Steve Lucas 1-3 Strand, London,
WC2N 5EH | D | | | | | | |
| Marc F. Mahoney | | VP | VP | | | | |
| Timothy Martin | | VP | | | | | |
| Frederick L. Mason III 280 Melrose
Street, Providence, RI | | | | | VP | | |
| Timothy E. McAllister | | S | | | | | |
| Robert H. McLaren 55 Bearfoot Rd.,
Northborough, MA | | | | Sr-VP, T, D | Sr-VP, T, D | Sr-VP, T, D | Sr-VP, T, D |
| Rita A. Moran 939 Southbridge St,
Worcester, MA | | | | VP | | | |
| Joseph P. Newman | | | | VP | | | |
| Kwong O. Nuey, Jr. | | Sr-VP | | | | | |
| Lydia M. Pastuszek | | Sr-VP | | | | | |
| | National Grid USA | National Grid USA Service Company,
Inc. | NEP | Mass Electric | Narragansett | Granite | Nantucket |
| Edward J. Powers | | VP | | | | | |
| Marcy L. Reed | | | | Sr-VP | Sr-VP | Sr-VP | Sr-VP |
| Lawrence J. Reilly | D, Sr-VP, S | D , VP | D, VP | D | D | D | D |
| James S. Robinson | | VP | T, VP | | | | |
| Sharon Rodriguez 55 Bearfoot Rd,
Northborough, MA | | | | VP | VP | VP | VP |
| Thomas E. Rogers | | VP | | | | | |
| Christopher E. Root | | Sr-VP | | | | | |
| Michael F. Ryan 280 Melrose St.,
Providence, RI | | | | | E-VP | | |
| Nancy H. Sala | | VP | | | | | |
| Herbert Schrayshuen 300 Erie Blvd
West, Syracuse, NY | | VP | VP | | | | |
| Jeffrey A. Scott | Sr-VP, D | | D | | | | |
| Robert D. Sheridan 55 Bearfoot Rd,
Northborough, MA | | | | VP | VP | VP | VP |
| William T. Sherry 9 Lowell Rd.,
Salem, NH | | | | VP | | E-VP | |
| Timothy M. Stout 55 Bearfoot Rd,
Northborough, MA | | VP | | | | | |
| Roger Urwin 1-3 Strand, London,
WC2N, 5EH | Ch, D | | | | | | |
| Nick Winser 1-3 Strand, London,
WC2N, 5EH | D | | | | | | |

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

ITEM 6. OFFICERS AND DIRECTORS (continued) Part I. Names and Addresses - Table 4 of 6 Unless otherwise indicated, each person listed in this table has the principal business address of 25 Research Drive, Westborough, Massachusetts.

| | Niagara Mohawk | NM Holdings | Opinac Energy | NM Properties | NM Receivables Corp.
II | NM Uranium | NM Energy | Opinac North
America |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Joseph T. Ash, Jr. 1304 Buckley
Rd., N. Syracuse, NY | VP | | | | | | | |
| Janet Gail Besser | VP | | | | | | | |
| Richard N. Boisvert Cornell
University, Ithaca, NY | | | | | D | | | |
| Paul D. Blundy 1 First Canadian Pl,
Toronto, Canada | | | D | | | | | |
| Michael Calviou | VP | | | | | | | |
| Edward A. Capomacchio | Co | | | | | | | |
| John G. Cochrane | | T, VP, D | P | D | D, P, T | P, D | P, D | P, D, T |
| Susan M. Crossett 300 Erie Blvd
West, Syracuse, NY | VP | | | | | | | |
| William F. Edwards 300 Erie Blvd
West, Syracuse, NY | P, D | | | D | | | | |
| Dennis W. Elsenbeck 525 Washington
St, Buffalo, NY | VP | | | | | | | |
| William J. Flaherty 636 Quaker
Road, Glens Fall, NY | VP | | | | | | | |
| David C. Hatch 300 Erie Blvd West,
Syracuse, NY | | | | VP, COO | | | | |
| Marilyn Higgins 300 Erie Blvd West,
Syracuse, NY | VP | | | | | | | |
| Michael R. Hynes 21 British Amer.
Rd, Latham, NY | VP | | | | | | | |
| Michael E. Jesanis | D | D, P | | | | | D | D |
| Michael J. Kelleher 300 Erie Blvd
West, Syracuse, NY | Sr-VP | | | D | | | | |
| Shannon M. Larson | | | | P | | | | |
| Peter H. Lebro 300 Erie Blvd West,
Syracuse, NY | VP | | | | | | | |
| Scott D. Leuthauser 300 Erie Blvd
West, Syracuse, NY | VP | | | | | | | |
| Stephen Lewis | VP | | | | | | | |
| Marc F. Mahoney | VP | | | | | | | |
| Timothy E. McAllister | S | S | | S | | S | | |
| Clement E. Nadeau 300 Erie Blvd
West, Syracuse, NY | Sr-VP, D | | | | | | | |
| Kwong O. Nuey, Jr. | VP, D | | | | | | | |
| Anthony C. Pini 300 Erie Blvd West,
Syracuse, NY | Sr-VP, D | | | | | | | |
| Neil Proudman 300 Erie Blvd West,
Syracuse, NY | VP | | | | | | | |
| Patrick J. Reap 300 Erie Blvd West,
Syracuse, NY | | | | VP | | | | |
| Lawrence J. Reilly | | D, VP | | D | D | D | D, S | D, S |
| Kapua A. Rice 300 Erie Blvd West,
Syracuse, NY | | | | | S | | | |
| William R. Richer | | | | | | | T | |
| James S. Robinson | VP | | | | | | | |
| Kenneth L. Robinson 469 Savage Farm
Dr., Ithaca, NY | | | | | D | | | |
| Michael W. Schlegel 300 Erie Blvd
West, Syracuse, NY | | | | T | D | | | |
| Herbert Schrayshuen 300 Erie Blvd
West, Syracuse, NY | VP | | | | | | | |
| Judith Sheppard-Dunn 300 Erie Blvd
West, Syracuse, NY | VP | | | | | | | |
| Steven W. Tasker 300 Erie Blvd
West, Syracuse, NY | Sr-VP, T | | | | | D, VP, T | | |
| Kenneth Tompkins Campion Road,
Utica, NY | VP | | | | | | | |
| David J. Walsh 300 Erie Blvd West,
Syracuse, NY | 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

ITEM 6. OFFICERS AND DIRECTORS (continued) Part I. Names and Addresses - Table 5 of 6 Unless otherwise indicated, each person listed in this table has the principal business address of 25 Research Drive, Westborough, Massachusetts.

| | National Grid Transmission Services Corp. | NEET | NEHTC | NEHTEC | NEHFC | Grid
America Holdings | Grid
America LLC |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Michael Calviou | | VP | VP | VP | VP | | |
| Edward A. Capomacchio | | Co | Co | Co | Co | | Co |
| John G. Cochrane | D | D | D | D | P, D | D, T | T |
| Tim Gallagher 127 Public Sq,
Cleveland, OH | | | | | | | VP |
| Paul J. Halas | | | | | | Sr-VP | P |
| Gregory A. Hale | | S | S | C | C | S | S |
| Michael E. Jesanis | D | D | D | D | D | D | |
| Stephen Lewis | P, D | P, D | P, D | P, D | | | |
| Marc F. Mahoney | VP | VP | VP | VP | | | |
| James P. Meehan | S | | | | | | |
| Lawrence J. Reilly | D | D | D | D | D | D | |
| Alan Robb 127 Public Sq, Cleveland,
OH | | | | | | | VP |
| James S. Robinson | T | T | T | T | T | | VP |
| Masheed H. Rosenqvist | | | | | | Sr-VP | Sr-VP |
| Herbert Schrayshuen 300 Erie Blvd
West, Syracuse, NY | VP | VP | VP | VP | | | |
| Jeffrey A. Scott | | D | D | D | | P, D | |
| Nick P. Winser 1-3 Strand, London,
WC2N, 5EH | | | | | | D | |

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

ITEM 6. OFFICERS AND DIRECTORS (continued)

Part I. Names and Addresses - Table 6 of 6

Unless otherwise indicated, each person listed in this table has the principal business address of 25 Research Drive, Westborough, Massachusetts.

| | Grid Com Holdings, Grid Com
and Atlantic Western | NEES Com | Metrowest Realty | NEES Energy | AEMC | Way- finder | NEWHC | NEEI | EUA Energy and EUA Bioten |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Edward M. Astle 1-3 Strand, London,
WC2N 5EH | Ch, D | D | | | | | | | |
| John G. Cochrane | T, D | T, D | T | D, P, T | P, T | D, T, P | D, P, T | D, T, P | D, P, T |
| Peter G. Flynn | | | | | | | | VP | |
| Paul J. Halas | | | | | VP | | | | |
| Gregory A. Hale | S | S | | S | | S | | | |
| Michael E. Jesanis | D | D | | D | | D | D | D | D |
| Shannon Larson | | | P | | | | | | |
| Timothy E. McAllister | | | | | S | | | S | |
| James P. Meehan | | | | | | | S | | C |
| Celia B. O'Brien | | | S | | | | | | |
| Lawrence J. Reilly | | | | D | | D | D | D | D |
| Christopher E. Root | | | | | | VP | | | |
| Melissa J. Sellars 1-3 Strand,
London, WC2N 5EH | D | D | | | | | | | |
| Rodney Smith | VP | VP | | | | | | | |
| Douglas C. Wiest | P, D | P, D | | | | | | | |

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

ITEM 6. OFFICERS AND DIRECTORS (continued) Part II. Financial Connections

| Name of Officer or Director | Name and Location of Financial
Institution | Position Held in Financial Institution | Applicable Exemption Rule |
| --- | --- | --- | --- |
| (1) | (2) | (3) | (4) |
| Roger Urwin | Utilico Investment Trust plc (London, UK) | Director | Rule 70 (b) |
| Paul Joskow | Putnam Mutual Funds (Boston, MA) | Trustee | Rule 70 (b) |

ITEM 6. OFFICERS AND DIRECTORS (continued) Part III. Compensation

NATIONAL GRID TRANSCO PLC

The following information is reproduced from National Grid's Annual Report on Form 20-F for the fiscal year ended March 31, 2005.

Directors' Reports

Directors' Remuneration Report

I am pleased to present the Directors' Remuneration Report for 2004/05. Our policy of relating pay to the performance of the Group continues to be a strong principle underlying the Remuneration Committee's consideration of executive remuneration.

This year we have thoroughly reviewed the remuneration policies established following the merger between National Grid Group plc and Lattice Group plc in 2002, to ensure they continue to reflect best practice and align as closely as possible with the Group's strategic objectives and our shareholders' interests. We have concluded that salary levels and the mix between fixed and variable compensation is appropriate but that a number of refinements should be made to both short term and long term incentives over the coming year.

The maximum levels of annual bonus will remain unchanged but, instead of the share matching arrangement used previously, our Executive Directors, as well as their direct reports, will be paid a proportion of that bonus in shares, which must be retained for three years. As a result, we will not be using the Share Matching Plan from 2005/06. This complements our shareholding policy for Executive Directors, which requires them to hold shares worth at least one year's salary.

Long term incentives are now delivered solely through the Performance Share Plan, with the maximum level of grant remaining unchanged from last year at 125% of salary. Over the coming year, we expect to amend the performance measure under this plan to align it more closely with shareholders' interests and management's ability to influence performance. We are consulting with our major shareholders on this. No further awards will be made under the Executive Share Option Plan.

Our other main focus in 2005/06 will be to adjust (with the aim not to enhance) pension arrangements, to take account of changes in pension legislation, to be introduced from April 2006.

I am confident that our approach continues to align Executive Directors' remuneration with the interests of shareholders whilst maintaining the motivation and engagement of the strong team leading the Group.

John Grant Chairman, Remuneration Committee

Renumeration Committee

The Remuneration Committee members are Ken Harvey, Stephen Pettit, George Rose and John Allan. The Committee chairman is John Grant. Each of these Non-executive Directors is regarded by the Board as independent and served throughout the year, except John Allan, who was appointed with effect from 1 May 2005.

The Group Human Resources Director provides advice on remuneration policies and practices and is usually invited to attend meetings along with the Chairman and the Group Chief Executive. No Director or other attendee participates in any discussion on his or her own remuneration.

The Remuneration Committee is responsible for developing Group policy on executive remuneration, and for determining the remuneration of the Executive Directors and the executives below Board level who report directly to the Group Chief Executive. It also monitors the remuneration of other senior employees of the Group and has oversight of the operation of all the Group's share and share option plans.

The Board has accepted all the recommendations made by the Committee during the year.

The Remuneration Committee has authority to obtain the advice of outside independent remuneration consultants and is solely responsible for their appointment, retention and termination and for approval of their fees and other terms.

In the year to 31 March 2005, the following advisors provided services to the Committee:

Ernst & Young LLP, independent remuneration advisors;
Alithos Limited, provision of Total Shareholder Return calculations for Performance Share Plan and Executive Share Option Plan; and
Linklaters, advice relating to Directors' Service Contracts.

Remuneration policy

The Remuneration Committee determines remuneration policies and practices with the aim of attracting, motivating and retaining high calibre Executive Directors and other senior employees who will deliver value for shareholders and high levels of customer service, safety and environmental performance. The Committee sets remuneration policies and practices in line with best practice in the markets in which the Group operates. Remuneration policies continue to be framed around the following key principles:

total rewards should be set at levels that are competitive in the relevant market;
a significant proportion of the Executive Directors' total rewards should be performance based. Performance based incentives will be earned through the achievement of demanding targets for short-term business and personal performance and long-term shareholder value creation, consistent with the Group's Framework for Responsible Business (available on the website);
for higher levels of performance, rewards should be substantial but not excessive; and
incentive plans, performance measures and targets should be structured to operate soundly throughout the business cycle. They should be prudent and aligned as closely as possible with shareholders' interests.

The policies that will apply in 2005/06 are similar to last year, except that a number of refinements will be made to both short-term and long-term interests. It is currently intended to continue these policies in subsequent years.

Executive Directors' remuneration

Remuneration packages for Executive Directors consist of the following elements:

salary;
annual bonus and Share Matching Plan (the latter to be replaced from 2005/06);
Performance Share Plan;
all-employee share plans;
pension contributions; and
non-cash benefits.

Salary

Salaries are reviewed annually and targeted at the median position in the relevant market. In determining the relevant market, the Remuneration Committee takes account of the regulated nature of the majority of the Group's operating activities, along with the size, complexity and international scope of the business. For UK-based Executive Directors a UK market is used, while for US-based Executive Directors a US market is used. In setting individual salary levels the Committee takes into account business performance, the individual's experience in the role and the employment and salary practices prevailing for other employees in the Group.

Annual Bonus Plan

Annual bonuses are based on achievement of a combination of demanding Group, individual and, where applicable, divisional targets. The principal measures of Group performance are earnings per share (EPS) and cash flow; the main divisional measures are divisional operating profit and divisional cash flow. Individual targets are set in relation to key operating and strategic objectives and include overriding measures of safety and customer service performance. The Remuneration Committee sets targets at the start of the year and at the end of the year reviews performance against those targets to determine bonus levels. The Committee may use its discretion to reduce payments to take account of significant safety or service standard incidents, or to increase them in the event of exceptional value creation.

Performance against Group and divisional financial targets for this year is shown in the table below:

| Financial measures | Level of performance achieved in 2004/05 as
determined by the Committee | |
| --- | --- | --- |
| | Group targets | Divisional targets |
| EPS | between target and stretch | |
| Cash flow | between target and stretch | |
| Operating profit | | between target and stretch (i) |
| Cash flow | | between target and stretch or stretch performance (ii) |

(i)	Except UK Gas Distribution where threshold was not achieved.
(ii)	Except US Distribution where between threshold and target was achieved and
UK Gas Distribution where threshold was not achieved.

In 2004/05, UK-based Executive Directors participated in the annual bonus scheme with a maximum bonus opportunity of 75% of base salary. One third of any bonus earned was automatically deferred into National Grid Transco shares. Through the Share Matching Plan, these shares are matched on a 1:1 gross basis after three years, providing the Director is still employed by the Group, resulting in a maximum potential bonus of 100% of base salary. The Remuneration Committee can at the time of exercise use its discretion to pay a cash amount equivalent to the value of the dividends that would have accumulated on the Matching Shares.

US-based Executive Directors were provided in 2004/05 with a maximum bonus opportunity of 62.5%. Each year an additional award, calculated as a proportion (currently 60%) of annual bonus, is paid in National Grid Transco shares or American Depositary Shares (ADSs); these are subject to a minimum three-year holding period. The total maximum value of the annual bonus plan, including deferral, is therefore 100% of base salary. In line with US market practice, US-based Executive Directors' cash bonuses are pensionable.

For 2005/06 the maximum bonus levels for all Executive Directors will be retained at 100% of base salary, but UK and US policies will be brought into alignment. All Executive Directors will be required to defer one half of any cash bonus into National Grid Transco shares (or ADSs for US-based Executive Directors) for a period of three years.

The Remuneration Committee believes that requiring Directors to invest a substantial amount of their bonus in National Grid Transco shares increases the proportion of rewards linked to both short-term performance and longer-term total shareholder returns. This practice also acts as a retention tool and ensures that Executive Directors share a significant level of personal risk with the Group's shareholders.

US-based Executive Directors also participate in the USA Goals Program, a bonus plan covering a large number of US-based employees that can pay up to 5.7% of salary on the achievement of certain earnings and performance targets.

Long-term incentives Performance Share Plan (PSP)

Executive Directors and approximately 350 other senior employees who have significant influence over the Group's ability to meet its strategic objectives, receive notional allocations of shares. The value of shares constituting an award (as a percentage of salary) may vary by grade and seniority, subject to a maximum, for Executive Directors, of 125% of salary. Shares vest after three years, subject to the satisfaction of the relevant performance criteria, which are set by the Remuneration Committee at the date of grant. Shares must then be held for a further year, the retention period, after which they are released, subject to the Executive Director's continuing employment with the Group or at the Committee's discretion.

The performance criteria for this Plan, for the year 2005/06 is currently under review. Grants in the year to 31 March 2005 were based on the Group's Total Shareholder Return (TSR) performance over a three-year period, relative to the TSR performance of the following group of comparator companies:

Ameren Corporation	Iberdrola SA
AWG plc	International Power plc
Centrica plc	Kelda Group plc
Consolidated Edison, Inc.	Pennon Group plc
Dominion Resources, Inc.	RWE AG
E.ON AG	Scottish Power plc
Electrabel SA	Scottish & Southern Energy plc
Endesa SA	Severn Trent plc
Enel SpA	The Southern Company, Inc.
Exelon Corporation	Suez SA
FirstEnergy Corporation	United Utilities plc
FPL Group, Inc.	Viridian Group plc
Gas Natural SDG SA

This comparator group, which is unchanged from the year to 31 March 2004, has been selected to include companies in the energy distribution sector, against which National Grid Transco benchmarks its performance for business purposes, and other UK and international utilities. The Committee may amend the list of comparator companies if circumstances make this necessary. Under the terms of the PSP, the Committee may allow shares to vest early to departing Executive Directors to the extent that the performance condition has been met, in which event the number of shares that vest will be prorated to reflect the proportion of the performance period that has elapsed at the Executive's date of departure.

In calculating TSR, it is assumed that all dividends are reinvested. No shares will be released if the Group's TSR over the three-year performance period, when ranked against that of each of the comparator companies, falls below the median. For TSR at the median, 30% of the shares awarded will be released. 100% of the shares awarded will be released for TSR ranking at the upper quartile or above. For performance between median and upper quartile against the comparator group, the number of shares released is calculated on a straight-line basis. No retesting of performance is permitted for any shares that do not vest after the three-year performance period and any such shares will lapse.

Executive Share Option Plan

The Remuneration Committee has decided that no further awards will be made under the Executive Share Option Plan (details about this Plan are contained in Remuneration outcomes during the year ended 31 March 2005).

Executive Directors' remuneration package

Illustrated below is the remuneration package of Executive Directors (excluding pensions, all-employee share plans and non-cash benefits) for both the 'maximum stretch' performance and assuming 'on target' performance of 50% for the bonus plan and relative TSR performance such that 45% of PSP awards are released to participants at the end of the performance period and subsequent retention period.

All-employee share plans

Sharesave: Employees resident in the UK, including Executive Directors, are eligible to participate in UK Inland Revenue approved all-employee Sharesave schemes (subject to eligibility based on service). Under these schemes, participants may contribute between £5 and £250 in total each month for a fixed period of three years, five years or both. Contributions are taken from net salary. At the end of the savings period, these contributions can be used to purchase ordinary shares in National Grid Transco at a discount, capped at 20% of the market price, set at the launch of the scheme.
Share Incentive Plan (SIP): Employees resident in the UK, including Executive Directors, are eligible to participate in the SIP (subject to eligibility based on service). Under the SIP, contributions of up to £125 are taken from participants' gross salary and used to purchase ordinary shares in National Grid Transco each month. The shares are placed in trust and if they are left in trust for at least five years they can be removed free of UK Income Tax and National Insurance contributions.
US Incentive Thrift Plan: Employees resident in the US, including Executive Directors, are eligible to participate in the Thrift Plan, a tax-advantaged savings plan (commonly referred to as a 401(k) plan) provided for employees of National Grid USA companies. This is a defined contribution pension plan that gives participants the opportunity to invest a maximum of 50% of salary (pre-tax) and/or up to 15% of salary (post-tax) up to applicable Federal salary limits ($205,000 for calendar year 2004 and $210,000 for 2005). The Company then matches 100% of the first 2% and 75% of the next 4% of salary contributed, resulting in a maximum matching contribution of 5% of salary up to the Federal salary cap. The employee may invest their own and Company contributions in Group shares or various mutual fund options.

Pensions

UK-based Executive Directors, with the exception of Steve Lucas, are members of the National Grid Company Group of the Electricity Supply Pension Scheme. Steve Lucas is a member of the defined benefit section of the Lattice Group Pension Scheme. Both of the pension schemes are tax-approved.

Within the National Grid Company Group of the Electricity Supply Pension Scheme (ESPS) only base salary is pensionable. The contractual retirement age for Executive Directors is 63, however, the provisions for participating Executive Directors in the Scheme are designed to give a pension of two thirds of final salary at age 60, subject to completion of 20 years' service and including any pension rights earned in previous employments. On the death in service of a participating Executive Director, a spouse's pension is payable equal to two thirds of the potential value of the pension had service been continued to normal retirement age. On death in retirement, a spouse's pension is payable equal to two thirds of the participating Executive Director's pension prior to any exchange for a cash lump sum at retirement. Once payments from the pension have begun, pensions are increased annually in line with price inflation up to a maximum of 5%. For participating Executive Directors affected by the 'earnings cap' there is a restriction on the benefits that can be provided from the tax-approved pension scheme and the Company provides any excess of benefits on salary above the earnings cap on an unfunded basis.

Within the Lattice Group Pension Scheme only base salary is pensionable. It is designed to give two thirds of final salary (which may be restricted by remuneration averaged over three years) at normal retirement age of 65, inclusive of any pension rights earned in previous employment. On early retirement after age 60, the accrued pension can be paid with no actuarial reduction in benefit. A dependant's pension is payable on death in service of a participating Executive Director equal to two thirds of the potential value of the pension had service been continued to normal retirement age. On death in retirement, a dependant's pension is payable equal to two thirds of the participating Executive Director's pension prior to any exchange for a cash lump sum at retirement. Once payments from the pension have begun, pensions are increased annually in line with price inflation. Steve Lucas is subject to the earnings cap and therefore also participates in the Lattice Group Supplementary Benefits Scheme; an unfunded unapproved arrangement that increases retirement benefits to the level which would otherwise have been provided in the Lattice Group Pension Scheme, had they not been subject to the earnings cap.

Provision has been made in the accounts in respect of unfunded obligations for post-retirement benefits.

Mike Jesanis participates in a qualified pension plan and an executive supplemental retirement plan provided through National Grid USA. These plans are non-contributory defined benefit arrangements. The qualified plan is directly funded, while the supplemental plan is indirectly funded through a 'rabbi trust'. Benefits are calculated using a formula based on years of service and highest average compensation over five consecutive years. In line with many US plans, the calculation of benefits under the arrangements takes into account salary, bonuses and incentive share awards but not share options. The normal retirement age under the qualified pension plan is 65. The executive supplemental plan, however, provides unreduced pension benefits from age 55. On the death of the participating Executive Director, the plans also provide for a spouse's pension of at least 50% of that accrued by the participating Executive Director. Benefits under these arrangements do not increase once in payment.

Non-cash benefits

The Group provides competitive benefits to Executive Directors, such as a fully expensed car or cash alternative in lieu of car and fuel, use of a driver when required, private medical insurance and life assurance. UK-based Executive Directors with less than five years continuous service, who were previously directors of National Grid Group plc, are provided with long-term ill health insurance. Business expenses incurred are reimbursed in such a way as to give rise to no benefit to the Director.

Share ownership guidelines

Executive Directors are encouraged to build up and retain a shareholding of at least 100% of annual salary. As a minimum, this should be achieved by retaining 50% of the after-tax gain on any options exercised or shares received through the long-term incentive or all-employee share plans.

Share dilution through the operation of share-based incentive plans

Where shares may be issued or treasury shares reissued to satisfy incentives, the aggregate dilution resulting from executive incentives will not exceed 5% in any 10-year period. Dilution resulting from all incentives, including all-employee incentives, will not exceed 10% in any 10-year period. The Remuneration Committee reviews dilution against these limits regularly and under these limits, the Company has headroom of over 4% and 6% respectively.

Executive Directors' service contracts

Service contracts for all Executive Directors are set at one year's notice by either party. The Committee operates a policy on mitigation of losses in the event of an Executive Director's employment being terminated by the Group. If this occurs, the departing Executive would be expected to mitigate any losses incurred as a result of the termination. Therefore, entitlement to the payment of 12 months' remuneration on early termination will no longer be automatic, but will instead be based on the circumstances of the termination. Steve Lucas' contract provides for a liquidated damages payment of one year's salary plus a credit of one year's pensionable service if the contract is terminated within one year of a change of control of the Group.

The Committee, in determining any other such payments, will give due regard to the comments and recommendations of the UK Listing Authority's Listing Rules (including the Combined Code) and associated guidance and other requirements of legislation, regulation and good governance.

	Date of contract	Notice period
Executive Directors
Roger Urwin	17 November 1995	12 months
Steve Lucas	13 June 2002	12 months
Edward Astle	27 July 2001	12 months
Steve Holliday	6 March 2001	12 months
Nick Winser	28 April 2003	12 months
Mike Jesanis (i)	8 July 2004	12 months
Rick Sergel	(retired 26 July 2004)

(i) Mike Jesanis' appointment as a Director commenced with effect from 26 July 2004.

External appointments and retention of fees

With the approval of the Board in each case, Executive Directors may normally accept an external appointment as a Non-executive Director of another company and retain any fees received. The table below details the Executive Directors who served as Non-executive Directors in other companies during the year ended 31 March 2005.

	Company	Retained fees (£)
Executive Directors
Roger Urwin	Utilico Investment Trust plc	15,000
Steve Lucas (i)	Compass Group PLC	35,615
Steve Holliday (ii)	Marks and Spencer Group plc	35,641

(i)	Appointed on 7 July 2004.
(ii)	Appointed on 15 July 2004.

Non-executive Directors' remuneration

Non-executive Directors' fees are determined by the Executive Directors subject to the limits applied by National Grid Transco's articles of association. Non-executive Directors' remuneration comprises an annual fee and a fee for each Board meeting attended (with a higher fee for meetings held outside the Director's country of residence), with an additional fee payable for chairmanship of a Board Committee. The Chairman participates in the Company's personal accident and private medical insurance schemes and the Company provides him with life assurance cover, a car (with driver when appropriate) and fuel expenses. Non-executive Directors do not participate in the annual bonus plan or in any long-term incentive scheme, nor do they receive any pension benefits from the Group.

Non-executive Directors' letters of appointment

The Chairman's letter of appointment provides for a period of six months' notice in order to give the Group reasonable security with regard to his service. The terms of engagement of Non-executive Directors other than the Chairman are also set out in letters of appointment; their initial appointment and any subsequent re-appointment is subject to election by shareholders. The letters of appointment do not contain provision for termination payments.

	Date of letter of appointment	End of period of appointment
Non-executive Directors
Sir John Parker (Chairman)	12 January 2004	2006 AGM
James Ross (Deputy Chairman)	(retired 21 October 2004)
John Grant	5 June 2003	2005 AGM
Ken Harvey (i)	5 June 2003	2006 AGM
Paul Joskow	5 June 2003	2005 AGM
Stephen Pettit	5 June 2003	2006 AGM
Maria Richter	30 September 2003	2007 AGM
George Rose	5 June 2003	2006 AGM
John Allan (ii)	1 May 2005	2005 AGM

| (i) | Ken Harvey was appointed as the Senior Independent Director on 21 October
2004. |
| --- | --- |
| (ii) | John Allan was appointed to the Board on 1 May 2005. Subject to
re-appointment at the 2005 AGM, his period of appointment will run until the
2008 AGM. |

Performance graph

The graph below represents the comparative TSR performance of the Group from 31 March 2000 to 31 March 2005. For the period before the merger of National Grid Group plc and Lattice Group plc the TSR shown is that of National Grid Group plc.

This graph represents the Group's performance against the performance of the FTSE 100 index, which is considered suitable for this purpose as it is a broad equity market index of which National Grid Transco is a constituent. This graph has been produced in accordance with the requirements of Schedule 7A to the Companies Act 1985.

In drawing this graph it has been assumed that all dividends have been reinvested. The TSR level shown at 31 March each year is the average of the closing daily TSR levels for the 30-day period up to and including that date.

Remuneration outcomes during the year ended 31 March 2005

Tables 1A, 1B, 2, 3, 4 and 5 comprise the 'auditable' part of the Directors' Remuneration Report, being the information required by Part 3 of Schedule 7A to the Companies Act 1985.

1. Directors' emoluments

The following tables set out an analysis of the pre-tax emoluments during the years ended 31 March 2005 and 2004, including bonuses but excluding pensions, for individual Directors who held office in National Grid Transco during the year ended 31 March 2005.

| Table 1A | Year ended 31 March 2005 — Salary £000s | Annual bonus £000s | Benefits in
kind(i) £000s | Total £000s | Year ended 31
March 2004 — Total £000s |
| --- | --- | --- | --- | --- | --- |
| Executive Directors | | | | | |
| Roger Urwin | 701 | 404 | 20 | 1,125 | 1,051 |
| Steve Lucas | 395 | 234 | 19 | 648 | 611 |
| Edward Astle | 375 | 231 | 16 | 622 | 568 |
| Steve Holliday (ii) | 400 | 158 | 22 | 580 | 633 |
| Nick Winser (iii) | 335 | 183 | 13 | 531 | 593 |
| Mike Jesanis (iv) | 292 | 145 | 9 | 446 | – |
| Rick Sergel (v) (vi) | 153 | 76 | 13 | 242 | 735 |
| Totals | 2,651 | 1,431 | 112 | 4,194 | 4,191 |

| (i) | Benefits in kind comprise benefits such as a fully expensed car, chauffeur,
private medical insurance and life assurance. |
| --- | --- |
| (ii) | Steve Holliday will also receive, subject to the completion of the sales of
four of the UK gas distribution networks, an additional ex gratia bonus of
£80,000 to recognise his leadership of the sales process and the
crystallisation of shareholder value at a significant premium to the regulatory
value of these assets. |
| (iii) | In the previous year's Directors' Remuneration Report the
reported emoluments of Nick Winser included 'Benefits in kind' of
£128,000. This figure was overstated and should have been reported as
£119,000. The comparative figures provided above reflect the amended total
for the year ended 31 March 2004. |
| (iv) | Mike Jesanis' bonus includes payments worth £4,524 in respect of
his participation in the USA Goals Program (described in Annual Bonus Plan of
Remuneration policy). |
| (v) | Rick Sergel received £5,800 for accrued and unused vacation, in
addition to the details above. |
| (vi) | Rick Sergel's bonus includes payments worth £2,376 in respect of
his participation in the USA Goals Program (described in Annual Bonus Plan of
Remuneration policy). Rick Sergel did not receive an additional pension value or
severance on his retirement. |

| Table 1B | Year ended 31 March 2005 — Fees £000s | Other emoluments £000s | Total £000s | Year ended 31
March 2004 — Total £000s |
| --- | --- | --- | --- | --- |
| Non-executive Directors | | | | |
| Sir John Parker (i) | 375 | 31 | 406 | 326 |
| James Ross | 64 | - | 64 | 115 |
| John Grant | 65 | - | 65 | 59 |
| Ken Harvey | 58 | - | 58 | 44 |
| Paul Joskow | 73 | -; | 73 | 67 |
| Stephen Pettit | 58 | - | 58 | 47 |
| Maria Richter | 66 | - | 66 | 29 |
| George Rose | 61 | - | 61 | 59 |
| John Allan (ii) | - | - | - | - |
| Totals | 820 | 31 | 851 | 746 |

| (i) | Sir John Parker's other emoluments comprise benefits in kind such as
a fully expensed car, private medical insurance and life assurance. |
| --- | --- |
| (ii) | John Allan was appointed to the Board on 1 May 2005. |

2. Directors' pensions

The table below gives details of the Executive Directors' pension benefits in accordance with both Schedule 7A of the Companies Act 1985 and the UK Listing Authority's Listing Rules.

| Table 2 | Additional
benefit earned
during the year
ended 31 March
2005 £000s | Accrued entitlement as
at 31 March
2005 £000s | Transfer value
of accrued
benefits as at 31 March (i) 2005 £000s 2004 £000s | | Increase
in transfer
value less
Director';s contributions £000s | Additional benefit
earned during
the year
ended 31 March
2005 (excluding inflation) £000s | Transfer value
of increase
in accrued
benefit in the
year ended 31
March
2005 (excluding Director's contributions and
inflation) £000s |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Roger Urwin | 54 | 457 | 9,016 | 7,353 | 1,621 | 42 | 778 |
| Steve Lucas | 15 | 141 | 2,261 | 1,566 | 683 | 12 | 179 |
| Edward Astle | 15 | 45 | 639 | 366 | 250 | 14 | 173 |
| Steve Holliday | 15 | 53 | 679 | 404 | 251 | 15 | 163 |
| Nick Winser (ii) | 27 | 108 | 1,281 | 821 | 440 | 24 | 260 |
| Mike Jesanis (iii) | 39 | 197 | 1,687 | 1,278 | 409 | 39 | 375 |
| Rick Sergel (iv) | 5 | 377 | 5,025 | 4,576 | 449 | 5 | 272 |

| (i) | The transfer values shown at 31 March 2004 and 2005
represent the value of each Executive Director's accrued benefits based on
total service completed to the relevant date. The transfer values for the UK
Executive Directors have been calculated in accordance with guidance note
'GN11' issued by the Institute of Actuaries and the Faculty of
Actuaries. The transfer values for the US Directors have been calculated using
discount rates based on high yield US corporate bonds and associated yields at
the relevant dates. |
| --- | --- |
| (ii) | The above information allows for the accrual of a pension
benefit of two thirds of salary at age 60 taking into account standard benefits
earned prior to 1 September 1998. This means that, as well as the pension stated
above, Nick Winser has an accrued lump sum entitlement of £188,000 as at 31
March 2005. The increase to the accumulated lump sum including inflation was
£37,000 and excluding inflation was £33,000 in the year to 31 March
2005. The transfer value information above includes the value of the pension
equivalent of the lump sum. |
| (iii) | Mike Jesanis was appointed to the Board with effect from 26
July 2004. The above information allows for the accrual of pension benefit for
the full financial year. Through his participation in the Thrift Plan in the US,
the Group also made contributions worth £2,874 to a defined contribution
pension arrangement in respect of Mike. |
| (iv) | Rick Sergel retired on 1 August 2004. No enhancements were
made to his pension benefits. He opted to receive his total single life annuity
at retirement of $711,618 (£380,544) p.a. as a $525,252 (£280,883)
lump sum plus a 100% joint and survivor annuity of $53,641 (£28,685) p.a.
from the Qualified Plan plus a lump sum that was used to pay FICA taxes of
$135,383 (£72,397) plus a 100% joint and survivor annuity of $533,407
(£285,244) p.a. from the Non-Qualified Plan. The transfer value calculated
as at 31 March 2005 represents the value of the 100% joint and survivor
annuities calculated at the age at date of retirement and market conditions at
31 March 2005, plus the lump sums that were paid. For Rick Sergel, the accrued
pension shown in the 2003/04 Annual Report and Accounts of £31,000 was
mis-stated as the monthly amount and was equivalent to an annual accrued pension
of £372,000 p.a. The transfer value shown in the 2003/04 Annual Report and
Accounts as at 31 March 2004 of £2,527,000 was mis-stated as it assumed an
earliest right to unreduced pension at age 62 rather than 55. The amended figure
is £4,576,000. |

3. Directors' interests in share options

The table below gives details of the Executive Directors' holdings of share options awarded under the ESOP, the Share Matching Plan and Sharesave schemes.

| Table 3 | Options
held at 1 April
2004 or, if
later, on appointment | Options
exercised or
lapsed during the
year | Market price at
date of exercise (pence) | Options
granted during the year | Options held at 31 March
2005 or, if earlier, on retirement
| Exercise
price per
share (pence) | Normal exercise
period | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Roger Urwin | | | | | | | | |
| ESOP | 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 | - | - | - | 133,214 | 563.00 | June 2004 | June 2011 |
| | 186,915 | - | - | - | 186,915 | 481.50 | June 2005 | June 2012 |
| Share Match | 4,047 | - | - | - | 4,047 | 100 in total | June 2001 | June 2005 |
| | 3,884 | - | - | - | 3,884 | 100 in total | Jan 2002 | June 2006 |
| | 3,859 | - | - | - | 3,859 | 100 in total | Jan 2002 | June 2007 |
| | 5,635 | - | - | - | 5,635 | 100 in total | June 2004 | June 2008 |
| | 18,644 | - | - | - | 18,644 | 100 in total | June 2005 | June 2012 |
| | 25,000 | - | - | - | 25,000 | 100 in total | June 2006 | June 2013 |
| | - | - | - | 30,762 | 30,762 | nil(i) | May 2007 | May 2014 |
| Sharesave | 2,910 | - | - | - | 2,910 | 317.00 | Apr 2007 | Sep 2007 |
| Total | 701,069 | - | - | 30,762 | 731,831 | | | |
| Steve Lucas | | | | | | | | |
| ESOP | 54,404 | - | - | - | 54,404 | 434.25 | Dec 2005 | Dec 2012 |
| Share Match | - | - | - | 16,909 | 16,909 | nil(i) | May 2007 | May 2014 |
| Sharesave | 2,700 | - | - | - | 2,700 | 350.00 | Mar 2006 | Aug 2006 |
| Total | 57,104 | - | - | 16,909 | 74,013 | | | |
| Edward Astle | | | | | | | | |
| ESOP | 193,952 | - | - | - | 193,952 | 479.50 | Sep 2004 | Sep 2011 |
| | 101,246 | - | - | - | 101,246 | 481.50 | June 2005 | June 2012 |
| | 112,262 | - | - | - | 112,262 | 434.25 | Dec 2005 | Dec 2012 |
| | 131,086 | - | - | - | 131,086 | 400.50 | June 2006 | June 2013 |
| Share Match | 6,553 | - | - | - | 6,553 | 100 in total | June 2005 | June 2012 |
| | 13,812 | - | - | - | 13,812 | 100 in total | June 2006 | June 2013 |
| | - | - | - | 15,716 | 15,716 | nil(i) | May 2007 | May 2014 |
| Sharesave | 2,392 | - | - | - | 2,392 | 397.00 | Sep 2005 | Feb 2006 |
| Total | 561,303 | - | - | 15,716 | 577,019 | | | |
| Steve Holliday | | | | | | | | |
| ESOP | 150,000 | - | - | - | 150,000 | 540.00 | Mar 2004 | Mar 2011 |
| | 71,936 | - | - | - | 71,936 | 563.00 | June 2004 | June 2011 |
| | 101,246 | - | - | - | 101,246 | 481.50 | June 2005 | June 2012 |
| Share Match | 10,350 | - | - | - | 10,350 | 100 in total | June 2005 | June 2012 |
| | 14,083 | - | - | - | 14,083 | 100 in total | June 2006 | June 2013 |
| | - | - | - | 18,713 | 18,713 | nil(i) | May 2007 | May 2014 |
| Sharesave | 4,692 | - | - | - | 4,692 | 350.00 | Mar 2008 | Aug 2008 |
| Total | 352,307 | - | - | 18,713 | 371,020 | | | |
| Nick Winser | | | | | | | | |
| ESOP | 10,633 | - | - | - | 10,633 | 375.75 | June 2001 | June 2008 |
| | 47,236 | - | - | - | 47,236 | 455.25 | June 2002 | June 2009 |
| | 19,755 | - | - | - | 19,755 | 531.50 | June 2003 | June 2010 |
| | 24,156 | - | - | - | 24,156 | 563.00 | June 2004 | June 2011 |
| | 37,383 | - | - | - | 37,383 | 481.50 | June 2005 | June 2012 |
| Share Match | 872 | 872 | 465 (iv) | - | - | 100 in total | Jan 2002 | June 2006 |
| | 980 | 980 | 465 (iv) | - | - | 100 in total | Jan 2002 | June 2007 |
| | 1,694 | 1,694 | 465 (iv) | - | - | 100 in total | June 2004 | June 2008 |
| | 2,509 | - | - | - | 2,509 | 100 in total | June 2005 | June 2012 |
| | 3,937 | - | - | - | 3,937 | 100 in total | June 2006 | June 2013 |
| | - | - | - | 14,059 | 14,059 | nil(i) | May 2007 | May 2014 |
| Sharesave | 5,007 | 5,007 | 464.75 | - | - | 337.00 | Sep 2004 | Feb 2005 |
| Total | 154,162 | 8,553 | - | 14,059 | 159,668 | | | |
| Mike
Jesanis (appointed to the Board on 26 July
2004) | | | | | | | | |
| ESOP | 77,861 | - | - | - | 77,861 | 566.50 | Mar 2003 | Mar 2010 |
| | 51,169 | - | - | - | 51,169 | 563.00 | June 2004 | June 2011 |
| | 66,099 | - | - | - | 66,099 | 481.50 | June 2005 | June 2012 |
| Total (shares) | 195,129 | - | - | - | 195,129 | | | |
| Phantom ADSs (ii) | 639 | - | - | 27 | 666 | $39.590 | - | - |
| | 2,740 | - | - | 117 | 2,857 | $34.270 | - | - |
| | 3,154 | - | - | 134 | 3,288 | $32.320 | - | - |
| | 2,777 | - | - | 118 | 2,895 | $39.376 | - | - |
| Total (Phantom ADSs) | 9,310 | - | - | 396 | 9,706 | | | |
| Rick
Sergel (retired from the Board on 26 July
2004) | | | | | | | | |
| ESOP | 201,845 | - | - | - | 201,845 | 566.50 | July 2004 | July 2005 |
| | 134,321 | - | - | - | 134,321 | 563.00 | July 2004 | July 2005 |
| | 172,836 | - | - | - | 172,836 | 481.50 | July 2004 | July 2005 |
| Total (shares) | 509,002 | - | - | - | 509,002 | | | |
| Phantom ADSs (iii) | 4,782 (v) | - | - | - | 4,782 | $39.590 | - | - |
| | 5,658 (v) | - | - | - | 5,658 | $34.270 | - | - |
| | 6,144 (v) | - | - | - | 6,144 | $32.320 | - | - |
| | - | - | - | 5,455 | 5,455 | $39.376 | - | - |
| Total (Phantom ADSs) | 16,584 | - | - | 5,455 | 22,039 | | | |

| (i) | Nil cost Share Match options were awarded in May 2004, previously the
exercise price was 100 pence per award. |
| --- | --- |
| (ii) | In place of participation in the Share Matching Plan, Mike Jesanis elected
to defer the ADS component of his bonus into a deferred compensation plan. For a
Phantom award under a deferred compensation plan the ADS market value is
tracked, additional value is accrued for dividends and the value is delivered,
net of normal US deductions, depending on the participants' election i.e.
in 10 years, on a specified age date from 55 to 75, or on leaving, including
retirement. The market price of ADSs at 31 March 2005 was $46.750. |
| (iii) | In place of participation in the Share Matching Plan, Rick Sergel elected
to defer the ADS component of his bonus into a deferred compensation plan. The
July 2004 award was in respect of the period from 1 April 2004 to his retirement
on 26 July 2004. All Phantom ADS awards vested immediately on retirement from
the Board. |
| (iv) | Nick Winser received £2,500 in respect of a cash payment in lieu of
dividends, on the exercise of three Share Match awards. |
| (v) | In the previous year's Directors' Remuneration Report, the
Phantom ADS awards were disclosed in error as being 4,347, 5,332 and 5,938 ADSs
respectively. These awards were under-reported as they did not reflect
additional awards due to dividend reinvestment. |

Executive Share Option Plan (ESOP)

No further awards will be made under this plan but there are outstanding options granted in previous years. Such options will normally be exercisable between the third and tenth anniversaries of the date of grant, subject to performance conditions. The performance conditions attaching to outstanding ESOP options are set out below. If the performance condition is not satisfied after the first three years then it will be re-tested as indicated.

For options granted in June 2000, options worth up to 100% of an optionholder's base salary will become exercisable in full if Total Shareholder Return (TSR), measured over the period of three years beginning with the financial year in which the option is granted, is at least median compared with a comparator group of companies. Grants in excess of 100% of salary, vest on a sliding scale, becoming fully exercisable if the Group's TSR is in the top quartile. The performance condition attaching to options granted in June 2000 is tested annually throughout the lifetime of the option. These options remain unvested. For options granted from March 2001, the same TSR test is used but the performance condition may only be re-tested in years four and five. These options remain unvested and a final re-test will be undertaken in March 2006.

The comparator group was revised in June 2002 and used for options granted in June and December 2002 and is set out below:

Allegheny Energy, Inc.	Energy East Corporation	NSTAR Corporation	Scottish Power plc
BG Group plc	Exelon Corporation	Potomac Electric Power Company	The Southern Company, Inc.
British Energy plc	FirstEnergy Corporation	Powergen plc	TXU, Inc.
Centrica plc	FPL Group, Inc.	Progress Energy, Inc.	United Utilities plc
Consolidated Edison, Inc.	International Power plc	Public Service Enterprise Group, Inc.	Xcel Energy, Inc.
Duke Energy Corporation	Northeast Utilities Corporation	Scottish & Southern Energy plc

These options have now vested having reached median performance, such that 100% of salary has vested. Details of the exercise periods are shown in table 3.

Details of the closing price of National Grid Transco shares as at 31 March 2005 and the high and low prices during the year are shown below table 6.

4. Directors' interests in the Performance Share Plan

The table below gives details of the Executive Directors' holdings of conditional shares awarded under the National Grid Transco Performance Share Plan (PSP). Under this Plan Executive Directors receive a conditional award of shares, up to a maximum of 125% of salary, which is subject to a TSR performance condition over a three-year performance period. Shares are then released following a further one-year retention period.

| Table 4 | Conditional shares
at 31 March
2004 or, if
later, on appointment | Awards exercised/ lapsed during year | Awards granted during
year | Market price
at award (pence) | Date of
award | Vested in
year | Lapsed without vesting in
year | Conditional shares
at 31 March
2005 or, if
earlier, on retirement | Release date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Roger Urwin | 195,866 | - | - | 405.25 | June 2003 | - | - | 195,866 | June 2007 |
| | - | - | 198,587 | 424.875 | June 2004 | - | - | 198,587 | June 2008 |
| Total | 195,866 | - | 198,587 | | | - | - | 394,453 | |
| Steve Lucas | 115,669 | - | - | 405.25 | June 2003 | - | - | 115,669 | June 2007 |
| | - | - | 116,210 | 424.875 | June 2004 | - | - | 116,210 | June 2008 |
| Total | 115,669 | - | 116,210 | | | - | - | 231,879 | |
| Edward Astle | 107,958 | - | - | 405.25 | June 2003 | - | - | 107,958 | June 2007 |
| | - | - | 110,326 | 424.875 | June 2004 | - | - | 110,326 | June 2008 |
| Total | 107,958 | - | 110,326 | | | - | - | 218,284 | |
| Steve Holliday | 115,669 | - | - | 405.25 | June 2003 | - | - | 115,669 | June 2007 |
| | - | - | 117,681 | 424.875 | June 2004 | - | - | 117,681 | June 2008 |
| Total | 115,669 | - | 117,681 | | | - | - | 233,350 | |
| Nick Winser | 92,535 | - | - | 405.25 | June 2003 | - | - | 92,535 | June 2007 |
| | - | - | 98,558 | 424.875 | June 2004 | - | - | 98,558 | June 2008 |
| Total | 92,535 | - | 98,558 | | | - | - | 191,093 | |
| Mike Jesanis (i) | 41,871 | - | - | 405.25 | June 2003 | - | - | 41,871 | June 2007 |
| | ADSs 19,987 | - | - | $39.40 | June 2004 | - | - | ADSs19,987 | June 2008 |
| Total | 41,871 | - | - | | | - | - | 41,871 | |
| | ADSs 19,987* | - | - | | | - | - | ADSs 19,987 | |
| Rick Sergel | 152,063 | - | - | 405.25 | June 2003 | - | 152,063 | - | June 2007 |
| Total | 152,063 | - | - | | | - | 152,063 | - | |

(i) Mike Jesanis received an award over ADSs in June 2004, based on a market price of $39.40 per ADS. Each ADS represents 5 ordinary shares.

5. Directors' interests under the Lattice Long Term Incentive Scheme

The following table shows awards under the Lattice Long Term Incentive Scheme (LTIS) that were rolled over at the time of the merger between National Grid Group plc and Lattice Group plc by Steve Lucas and that were still held at 31 March 2005.

| | Original award date | Award held
at 1 April
2004 including
dividend reinvestment
shares | Adjusted
market price for
award at rollover | Shares
resulting from
dividend reinvestment in
year | Award released during
year | Market
price at date
of release (pence) | Award
held at 31
March 2005 or
on retirement | Date
award released |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Steve Lucas | Nov 2000 | 81,492 | 350.43 | 2,122 | 83,614 | 461.80 | - | Nov 2004 |
| | Nov 2001 | 96,589 | 388.24 | 1,612 | - | - | 98,201 | Nov 2005 |
| Total | | 178,081 | | 3,734 | 83,614 | - | 98,201 | |

Lattice LTIS

No awards have been made under this Plan since November 2001. Under the terms of the Lattice LTIS, notional allocations of shares were made to key individuals. The allocations were subject to a performance condition over three years as set out below and a further retention period of one year. The number of shares actually released to participants depended on the Group's TSR compared with that of other regulated utility companies operating in a similar environment.

The 2000 and 2001 LTIS awards held by Steve Lucas continued over a number of National Grid Transco shares shown above and remain subject to the rules of the LTIS except that (i) since 21 October 2002, the performance target measures the Group's TSR against the original comparator group of each award; and (ii) the awards will not be forfeited on ceasing employment unless the Remuneration Committee decides otherwise.

The comparator group used for the 2000 and 2001 LTIS awards is set out below:

Powergen plc	Pennon Group plc	Centrica plc	British Energy plc
Kelda Group plc	United Utilities plc	Scottish Power plc	BT Group plc
Scottish & Southern Energy plc	Severn Trent plc	Viridian Group plc	Railtrack plc (2000 only)
BAA plc	AWG plc	International Power plc	Thames Water plc (2000 only)

No awards vested if the Group's TSR over the performance period, when compared with that of the other companies in the comparator group, fell below median. For TSR between that of the median and upper quartile of comparator group constituent companies the proportion of shares that vested was calculated on a straight-line basis between 40% and 100%, and for TSR performance at or above upper quartile the awards vested in full.

During 2004/05, the 2000 award was released to Steve Lucas following the end of the retention period. The 2001 award vested when the Group's TSR was measured against the comparator group at the end of the performance period such that 100% of the award vested. Shares under this award will be held for a further year, the retention period, and will be released in November 2005.

6. Directors' beneficial interests

The Directors' beneficial interests (which include those of their families) in the ordinary shares of National Grid Transco of 10p each are shown below.

| | Ordinary shares
at 31 March 2005
(i) or, if
earlier, on retirement
| Ordinary
shares at 1 April
2004 or, if
later, on appointment | Options/awards
over ordinary shares
at 31 March
2005 or, if
earlier, on resignation
(iii) | Options/awards
over ordinary shares
at 1 April
2004 or, if
later, on appointment |
| --- | --- | --- | --- | --- |
| Roger Urwin (ii)(iv) | 249,517 | 231,292 | 1,126,284 | 896,935 |
| Steve Lucas (ii)(v)(vi)(vii) | 102,063 | 42,961 | 404,093 | 350,854 |
| Edward Astle(ii) | 21,118 | 11,973 | 795,303 | 669,261 |
| Steve Holliday (ii)(iv) | 25,843 | 14,629 | 604,370 | 467,976 |
| Nick Winser (ii) | 36,515 | 19,781 | 350,761 | 246,697 |
| Mike Jesanis (ii) | 3,557 | 3,412 | 336,935 | 336,935 |
| Rick Sergel (ii) | 3,058 | 3,058 | 509,002 | 661,065 |
| Sir John Parker | 52,229 | 40,229 | - | - |
| James Ross | 19,000 | 19,000 | - | - |
| John Grant | 10,000 | 10,000 | - | - |
| Ken Harvey | 3,874 | 1,874 | - | - |
| Paul Joskow | 5,000 | 5,000 | - | - |
| Stephen Pettit | 3,000 | 1,875 | - | - |
| Maria Richter | 2,000 | - | - | - |
| George Rose | 5,025 | 5,025 | - | - |
| John Allan (viii) | - | - | - | - |

| (i) | There has been no other change in the beneficial interests of the Directors
in the ordinary shares of National Grid Transco between 1 April 2005 and 18 May
2005 except in respect of routine monthly purchases under the SIP (see note (iv)
below). |
| --- | --- |
| (ii) | Each of the Executive Directors, with the exception of Rick Sergel and Mike
Jesanis, was for Companies Act purposes, deemed to be a potential beneficiary
under the National Grid Qualifying Employee Share Ownership Trust (QUEST) and in
the National Grid Transco 1996 Employee Benefit Trust and thereby to have an
interest in the 6,364,355 National Grid Transco shares held by the QUEST and the
100,000 National Grid Transco shares held by the 1996 Employee Benefit Trust as
at 31 March 2005. |
| (iii) | Including the PSP awards detailed in table 4 above. |
| (iv) | Beneficial interest includes shares purchased under the monthly operation
of the SIPin the year to 31 March 2005. Further shares were purchased in April
and May 2005 on behalf of Steve Holliday (49 shares) and Roger Urwin (49
shares). |
| (v) | Steve Lucas was, for Companies Act purposes, deemed to be a potential
beneficiary in the 103,732 National Grid Transco shares held by Mourant and Co.
Trustees, as trustee of the Lattice Group Employee Shares Trust operated in
conjunction with the Lattice LTISand the 6,981 National Grid Transco shares held
by Lattice Group Trustees Limited as trustee of the Lattice Group Employee Share
Ownership Trust, as at 31 March 2005. |
| (vi) | Beneficial interest includes shares acquired pursuant to the Lattice All
Employee Share Ownership Plan. |
| (vii) | Including the Lattice LTISawards detailed in table 5 above. |
| (viii) | John Allan was appointed to the Board on 1 May 2005. |
| The closing price of a National Grid Transco share on 31 March 2005 was
490.25p. The range during the year was 549.50p (high) and 421.25p (low). Please
note that the Register of Directors' Interests contains full details of
shareholdings and options/awards held by Directors as at 31 March
2005. | |

On behalf of the Board

Helen Mahy Group Company Secretary and General Counsel 18 May 2005

ITEM 6. OFFICERS AND DIRECTORS (continued) Part III. Compensation (continued)

NATIONAL GRID USA AND ITS SUBSIDIARIES

DIRECTORS' COMPENSATION

As of March 31, 2005, all of the members of the National Grid USA companies' Boards of Directors are employees of National Grid Transco system companies. As such, the directors receive no fees for their service on the Boards.

EXECUTIVE OFFICERS' COMPENSATION Certain information relating to the executive officers' compensation is given with respect to National Grid USA and its major subsidiary utilities: Niagara Mohawk Power Corporation (Niagara Mohawk), New England Power Company (NEP), Massachusetts Electric Company (Mass Electric) and The Narragansett Electric Company (Narragansett Electric).

Summary Compensation Tables

The following tables give information with respect to the compensation paid or accrued for services rendered to National Grid USA and its major subsidiary utilities for the fiscal years ended March 31, 2005, 2004 and 2003 by the president and up to the four most highly paid executive officers who: (a) earned at least $100,000 salary and bonus with respect to the given company, and (b) were serving as executive officers on March 31, 2005 (the Named Executive Officers).

NATIONAL GRID USA

| Name and Principal Position (a) | Year | Annual Compensation (b) | | | All Other
Compen- sation($)(e) |
| --- | --- | --- | --- | --- | --- |
| | | Salary($) | Bonus($)(c) | Other Annual
Compen-sation($)(d) | |
| Michael E. Jesanis President &
CEO, National Grid USA | 2005 2004 2003 | 746,603 524,400 470,400 | 585,441 341,164 311,882 | 10,603 11,664 39,561 | 7,847 6,249 726 |
| John G. Cochrane Senior Vice
President, Treasurer and Chief Financial Officer | 2005 2004 2003 | 339,504 308,640 308,640 | 223,762 209,116 218,532 | 14,849 11,139 33,841 | 7,885 6,232 660 |
| William F. Edwards Senior Vice
President | 2005 2004 2003 | 420,000 399,994 399,993 | 266,410 210,000 224,396 | 3,675 7,000 6,010 | 540 270 1,823 |
| Cheryl A. LaFleur Senior Vice
President | 2005 2004 2003 | 374,340 325,512 325,512 | 265,202 214,865 191,396 | 13,266 14,752 32,674 | 6,696 6,559 902 |
| Lawrence J. Reilly Senior Vice
President, Secretary and General Counsel | 2005 2004 2003 | 315,060 291,180 291,180 | 191,983 157,980 173,400 | 15,190 14,524 33,888 | 8,937 7,030 707 |

| (a) | Mr. Edwards is also the President of Niagara Mohawk, and Ms. LaFleur is
President of Mass Electric and Narragansett Electric. |
| --- | --- |
| (b) | Includes deferred compensation in category and year earned. |
| (c) | The bonus figure represents cash bonuses and the fair market value of
unrestricted securities of National Grid Transco awarded under an incentive
compensation plan and cash bonuses awarded under the all-employees goals
program. |
| (d) | Includes amounts reimbursed by National Grid USA for the payment of taxes
on certain noncash benefits; company contributions to the employee thrift
plan. |
| (e) | Includes the value of financial services and National Grid USA
contributions to life insurance. |

NIAGARA MOHAWK POWER CORPORATION

| Name and Principal Position | Year | Annual Compensation (a) | | | Long-Term Compensation | All Other
Compen- sation ($)(d) |
| --- | --- | --- | --- | --- | --- | --- |
| | | Salary($) | Bonus($)(b) | Other Annual Compen-sation
($)(c) | Awards | |
| | | | | | Securities Underlying Options/
SARs(#) | |
| William F.
Edwards President | 2005 2004 2003 | 420,000 399,994 399,993 | 266,410 210,000 224,396 | 3,675 7,000 6,010 | 0 0 56,206 | 540 270 1,823 |
| Michael E. Jesanis
(e) President & CEO, National Grid
USA | 2005 2004 2003 | 259,534 225,015 150,528 | 203,511 146,390 99,802 | 3,686 6,773 12,660 | 0 0 21,152 | 2728 2,682 232 |
| Michael J. Kelleher Senior Vice
President Business Services and Economic Development | 2005 | 203,333 | 108,352 | 130,640 | 0 | 9,540 |
| Clement E. Nadeau Senior Vice
President Operations | 2005 2004 2003 | 218,750 210,000 209,997 | 151,091 120,250 149,098 | 6,150 11,096 8,882 | 0 0 29,508 | 828 5,889 807 |
| Anthony C. Pini Senior Vice
President Customer Service | 2005 2004 2003 | 230,417 225,000 225,000 | 496,021 123,150 137,925 | 74,363 90,560 113,562 | 0 0 31,616 | 536 487 642 |

(a)	Includes deferred compensation in category and year earned.
(b)	The bonus figure represents cash bonuses and the fair market value of
unrestricted securities of National Grid Transco awarded under an incentive
compensation plan and cash bonuses awarded under the all-employees goals
program. For Mr. Pini, it also includes a special cash bonus associated with the
completion of certain corporate objectives.
(c)	Includes amounts reimbursed for the payment of taxes on certain non-cash
benefits and contributions to the incentive thrift plan that are not bonus
contributions, including related deferred compensation plan match. For Mr. Pini,
includes amounts reimbursed for housing expenses. For Mr. Kelleher, includes
amounts reimbursed for relocation expenses.
(d)	Includes Company contributions to life insurance. Also includes the value
of financial services provided to Messrs. Jesanis and Kelleher.
(e)	Mr. Jesanis performs service for affiliate companies. Compensation that is
allocable to Niagara Mohawk is set forth in the table.

NEW ENGLAND POWER COMPANY

| Name and Principal Position (a) | Year | Annual Compensation (b) | | | Long-Term Compensation Awards Securities Underlying Options
(#) | All Other
Compen- sation($)(b)(d) |
| --- | --- | --- | --- | --- | --- | --- |
| | | Salary($) | Bonus($) | Other Annual
Compen-sation($)(c) | | |
| Stephen P. Lewis President | 2005 2004 2003 | 79,540 47,183 --- | 11,932 10,282 --- | 9,448 23,245 --- | 0 0 --- | 106,348 118,476 --- |
| Jeff Scott Senior Vice President,
Transmission, National Grid USA | 2005 2004 2003 | 89,994 69,190 --- | 21,599 17,298 --- | 16,276 12,482 --- | 0 0 --- | 89,044 38,053 --- |

| (a) | Messrs. Lewis and Scott perform services for affiliate companies.
Compensation that is allocable to NEP is set forth in the table. |
| --- | --- |
| (b) | Messrs. Lewis and Scott are on assignment to the US from the UK, and they
are paid in pounds sterling. A conversion rate of $1.87/£1.00 was used to
translate their compensation, which is the weighted average exchange rate for
the National Grid companies' results for the fiscal year ended March 31,
2005. |
| (c) | Includes employer contribution to pension plan and cost of living
adjustments. Also, for Mr. Scott, includes the value of shares granted under
the Share Matching Plan on the date of the grant. |
| (d) | Includes payments associated with the executive's overseas
assignment. |

MASSACHUSETTS ELECTRIC COMPANY

| Name and Principal Position (a) | Year | Annual Compensation (b) | | | All Other
Compen- sation($)(e) |
| --- | --- | --- | --- | --- | --- |
| | | Salary($) | Bonus($)(c) | Other Annual
Compen-sation($)(d) | |
| Cheryl A.
LaFleur President | 2005 2004 2003 | 273,568 238,493 234,089 | 193,810 157,425 137,641 | 9,695 10,808 7,025 | 4,894 4,806 543 |
| Edward J. Dienst, Senior Vice President,
Operations | 2005 2004 2003 | 192,899 180,069 180,069 | 189,505 92,017 98,578 | 7,819 6,765 9,655 | 6,692 65,478 0 |
| Barbara A. Hassan Senior Vice
President, Customer Service | 2005 2004 2003 | 134,550 129,164 129,170 | 88,058 76,565 88,469 | 6,906 6,618 6,422 | 355 313 404 |
| Michael E. Jesanis President &
CEO, National Grid USA | 2005 2004 2003 | 127,258 108,053 106,818 | 99,788 70,297 70,822 | 1,807 2,403 8,984 | 1.338 1,288 165 |
| Robert H. McLaren, Senior Vice President and Director,
Distribution Finance | 2005 2004 2003 | 137,817 142,986 138,924 | 82,782 78,310 88,469 | 7,038 7,291 22,194 | 317 304 |

| (a) | These officers perform services for affiliate companies. Only compensation
that is allocable to Massachusetts Electric Company is set forth in the
table. |
| --- | --- |
| (b) | Includes deferred compensation in category and year earned. For Mr.
Dienst, it also includes a special cash bonus associated with the completion of
certain corporate objectives. |
| (c) | The bonus figure represents cash bonuses and the fair market value of
unrestricted securities of National Grid Transco awarded under an incentive
compensation plan and cash bonuses awarded under the all-employees goals
program |
| (d) | Includes amounts reimbursed for the payment of taxes on certain noncash
benefits and contributions to the employee thrift plan. |
| (e) | Includes the value of financial services and contributions to life
insurance. |

THE NARRAGANSETT ELECTRIC COMPANY

| Name and Principal Position (a) | Year | Annual Compensation (b) | | | All Other
Compen- sation($)(e) |
| --- | --- | --- | --- | --- | --- |
| | | Salary($) | Bonus($)(c) | Other Annual
Compen-sation($)(d) | |
| Cheryl A.
LaFleur President | 2005 2004 2003 | 91,350 76,088 80,242 | 64,717 50,225 47,181 | 3,237 3,448 7,628 | 1,634 1,533 186 |
| Edward J. Dienst Senior Vice
President, Operations | 2005 2004 2003 | 66,350 74,402 74,402 | 64,182 38,020 40,731 | 2,690 2,795 3,989 | 2,302 27,054 0 |
| Michael F. Ryan Executive Vice
President | 2005 2004 2003 | 152,313 147,996 147,996 | 55,161 54,740 54,065 | 8,300 7,762 14,261 | 363 326 295 |

| (a) | Ms. LaFleur and Mr. Dienst perform services for affiliate companies. Only
compensation that is allocable to Narragansett Electric Company is set forth in
the table. |
| --- | --- |
| (b) | Includes deferred compensation in category and year earned. For Mr.
Dienst, it also includes a special cash bonus associated with the completion of
certain corporate objectives. |
| (c) | The bonus figure represents cash bonuses and the fair market value of
unrestricted securities of National Grid Transco awarded under an incentive
compensation plan and cash bonuses awarded under the all-employees goals
program. |
| (d) | Includes amounts reimbursed for the payment of taxes on certain noncash
benefits and contributions to the employee thrift plan. |
| (e) | Includes the value of financial services and Narragansett Electric
contributions to life insurance. |

Long-Term Incentive Plans - Awards in Last Fiscal Year The following table sets forth awards made under the National Grid Transco Performance Share Plan (the PSP) to the Named Executive Officers during fiscal 2005.

Name	Number of Shares (#)	Performance Period	Estimated Future Payouts
			Threshold (#)	Maximum (#)
NATIONAL GRID USA
Michael E. Jesanis	19,987	July 1, 2004 through June 30,
2007	5,996	19,987
John G. Cochrane	5,170	July 1, 2004 through June 30,
2007	1,551	5,170
William F. Edwards	5,329	July 1, 2004 through June 30,
2007	1,599	5,329
Cheryl A. LaFleur	5,700	July 1, 2004 through June 30,
2007	1,710	5,700
Lawrence J. Reilly	4,797	July 1, 2004 through June 30,
2007	1,439	4,797
NIAGARA MOHAWK POWER CORPORATION
William F. Edwards	5,329	July 1, 2004 through June 30,
2007	1,599	5,329
Michael E. Jesanis	19,987	July 1, 2004 through June 30,
2007	5,996	19,987
Michael J. Kelleher	2,538	July 1, 2004 through June 30,
2007	761	2,538
Clement E. Nadeau	3,197	July 1, 2004 through June 30,
2007	959	3,197
Anthony C. Pini	3,426	July 1, 2004 through June 30,
2007	1,028	3,426
NEW ENGLAND POWER COMPANY
Stephen P. Lewis	6,006	July 1, 2004 through June 30,
2007	1,802	6,006
Jeff Scott	22,653	July 1, 2004 through June 30,
2007	6,796	22,653
MASSACHUSETTS ELECTRIC COMPANY
Cheryl A. LaFleur	5,700	July 1, 2004 through June 30,
2007	1,710	5,700
Edward J. Dienst	4,041	July 1, 2004 through June 30,
2007	1,212	4,041
Barbara A. Hassan	2,814	July 1, 2004 through June 30,
2007	844	2,814
Michael E. Jesanis	19,987	July 1, 2004 through June 30,
2007	5,996	19,987
Robert H. McLaren	2,894	July 1, 2004 through June 30,
2007	868	2,894
THE NARRAGANSETT ELECTRIC COMPANY
Cheryl A. LaFleur	5,700	July 1, 2004 through June 30,
2007	1,710	5,700
Edward J. Dienst	4,041	July 1, 2004 through June 30,
2007	1,212	4,041
Michael F. Ryan	1,126	July 1, 2004 through June 30,
2007	338	1,126

Under the National Grid Transco Performance Share Plan, executives receive notional allocations of American Depositary Shares of National Grid Transco. Shares vest after three years, subject to the satisfaction of the relevant performance criterion, which is set at the date of grant. Shares must then be held for a further year, after which they are released. For the grants set forth above, the relevant criterion is total shareholder return (TSR) performance over a three-year period, relative to the TSR performances of a group of comparator companies. This comparator group includes companies in the energy sector, against which National Grid Transco benchmarks its performance for business purposes, and other utilities from the UK, Europe and USA . The proportion of the original award of shares that will transfer to participants will depend on National Grid Transco's performance when compared to the comparator group. National Grid Transco must achieve median ranking in order for participants to realize the threshold payout of 30% of the original award. It must rank in the upper quartile relative to the comparator group for participants to achieve the maximum payout of 100% of the original award.

Fiscal Year-End Option Values

The following table sets forth the number of unexercised options held by the Named Executive Officers at fiscal year-end. No options were exercised during fiscal year 2005.

| Name | Options Exercised | Value Realized | Number of Shares Underlying Unexercised
Options on March 31, 2005 | | Value of Unexercised Options on March 31,
2005 (a) (b) | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Exercisable | Unexercisable | Exercisable | Unexercisable |
| NATIONAL GRID USA | | | | | | |
| Michael E. Jesanis | 0 | 0 | 77,861 | 117,268 | $0 | $10,642 |
| John G. Cochrane | 0 | 0 | 49,032 | 75,983 | $0 | $6,981 |
| William F. Edwards | 0 | 0 | 0 | 56,206 | $0 | $9,049 |
| Cheryl A. LaFleur | 0 | 0 | 73,344 | 75,607 | $0 | $5,891 |
| Lawrence J. Reilly | 0 | 0 | 63,996 | 69,701 | $0 | $6,588 |
| NIAGARA MOHAWK POWER CORPORATION | | | | | | |
| William F. Edwards | 0 | 0 | 0 | 56,206 | $0 | $9,049 |
| Michael E. Jesanis | 0 | 0 | 77,861 | 117,268 | $0 | $10,642 |
| Michael J. Kelleher | 0 | 0 | 0 | 33,724 | $0 | $5,430 |
| Clement E. Nadeau | 0 | 0 | 0 | 29,508 | $0 | $4,751 |
| Anthony C. Pini | 0 | 0 | 36,466 | 54,642 | $0 | $5,090 |
| NEW ENGLAND POWER COMPANY | | | | | | |
| Stephen P. Lewis | 0 | 0 | 7,701 | 8,147 | $0 | $4,497 |
| Jeff Scott | 0 | 0 | 34,202 | 49,936 | $54,609 | $4,848 |
| MASSACHUSETTS ELECTRIC COMPANY | | | | | | |
| Cheryl A. LaFleur | 0 | 0 | 73,344 | 75,607 | $0 | $5,891 |
| Edward J. Dienst | 0 | 0 | 0 | 40,679 | $0 | $6,549 |
| Barbara A. Hassan | 0 | 0 | 0 | 82,669 | $0 | $3,344 |
| Michael E. Jesanis | 0 | 0 | 77,861 | 117,268 | $0 | $10,642 |
| Robert H. McLaren | 0 | 0 | 0 | 42,479 | $0 | $3,441 |
| THE NARRAGANSETT ELECTRIC COMPANY | | | | | | |
| Cheryl A. LaFleur | 0 | 0 | 73,344 | 75,607 | $0 | $5,891 |
| Edward J. Dienst | 0 | 0 | 0 | 40,679 | $0 | $6,549 |
| Michael F. Ryan | 0 | 0 | 14,679 | 36,146 | $0 | $3,348 |

| (a) | Calculated based on the closing price on March 31, 2005 of National Grid
Transco, plc Ordinary Shares traded on the London Stock Exchange (£4.9025).
At March 31, 2005, the price per Ordinary Share was lower than the exercise
price for certain stock option grants made to the Named Executive
Officers. |
| --- | --- |
| (b) | A conversion rate of $1.84/£1.00 was used to translate the option
value, which is the exchange rate for the National Grid companies' balance
sheet at March 31, 2005. |

Exercises of SARs and Fiscal Year-End SAR Values

Certain of the Named Executive Officers listed in the summary compensation tables above were employees of Niagara Mohawk before its merger with a subsidiary of National Grid in January 2002, and they were granted stock appreciation rights under Niagara Mohawk's Long Term Incentive Plan, which was terminated on the merger. At that time, outstanding grants of SARs were converted to SARs over National Grid Transco American Depositary Shares using a specified exchange ratio. The following table sets forth, where applicable, the Named Executive Officers' exercises of SARs in the fiscal year ended March 31, 2004, the realized value or spread (the difference between the exercise price and market value on the date of exercise) and the number and unrealized spread of the unexercised options and SARs held by each at fiscal year-end.

| Name | SARs
Exercised (#) | Value Realized ($) | Number of Securities Underlying
Unexercised SARs At
Fiscal Year-End (#) | | Value of Unexercised SARs At FiscalYear-End
($)(a) | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Exercisable | Unexercisable | Exercisable | Unexercisable |
| Clement E. Nadeau | 0 | 0 | 12,312 | 0 | $265,974 | 0 |
| Edward J. Dienst | 8,502 | $233,624 | 46,904 | 0 | $1,010,177 | 0 |

(a) Calculated based on the closing price on March 31, 2005 of National Grid Transco American Depositary Shares traded on the New York Stock Exchange ($46.75). SAR grants were made under Niagara Mohawk's Long Term Incentive Plan which was terminated when its parent, Niagara Mohawk Holdings, Inc. merged with a subsidiary of National Grid USA. At that time, outstanding grants of SARs were converted to SARs over National Grid Group American Depositary Shares using a specified exchange ratio.

Pension Plans - US Executives Executive Supplemental Retirement Plan

The Executive Supplemental Retirement Plan (ESRP) is a noncontributory, nonqualified defined benefit plan that provides additional retirement benefits to each of the Named Executive Officers and other members of management who are eligible to receive either a FAPP or Nimo Plan benefit and whose compensation exceeds legal limits under the applicable plan or who are otherwise selected for participation. Depending on the participant, the ESRP may provide for unreduced benefits payable as early as age 55, may enhance the qualified plan formula, may give credit for more years of service, or may award benefits not otherwise payable due to limits on benefits that can be provided under the qualified plan. Mr. Dienst and Mr. Edwards who formerly participated in the Niagara Mohawk Supplemental Executive Retirement Plan (Niagara Mohawk SERP) are entitled to the pension benefit paid under the NiMo Plan, plus the higher of the pension benefit paid under the ESRP or that paid under the Niagara Mohawk SERP. The SERP benefit paid under the Niagara Mohawk was frozen at the time of the merger of Niagara Mohawk Holdings with a subsidiary of National Grid USA. Mr. Dienst received a portion of his Niagara Mohawk SERP benefit prior to the merger. He is eligible to receive a pension benefit under the ESRP, to be offset by the SERP amount already received plus the remaining amount to be received. Mr. Edwards and Mr. Kelleher received their entire Niagara Mohawk SERP benefit at the merger and are eligible to receive a pension benefit under the ESRP, to be offset by the SERP benefit already received. The table below shows the maximum retirement benefit a US executive officer can earn in aggregate under the applicable tax-qualified plan (described below) together with the Executive Supplemental Retirement Plan (ESRP). In developing the ESRP benefit, final compensation includes both base salary and annual incentive pay. There is an offset contained within the ESRP formula for social security benefits. The benefit calculations are made as of March 31, 2005 and assume the officer has selected a straight life annuity commencing at age 65. Annual compensation limits of $210,000 under a tax-qualified plan will reduce the portion payable under the qualified pension plan for some highly compensated officers. The benefits listed are shown without any joint and survivor benefits. If a participant elected a 100 percent joint and survivor benefit at age 65, with a spouse of the same age, the benefit shown in the table would be reduced by approximately 16 percent.

Executive Supplemental Retirement Plan Benefit Table

Five-Year Average Compensation

$150,000	$43,134	$56,512	$69,515	$82,518	$90,646
$200,000	$59,134	$77,512	$95,390	$113,268	$124,646
$250,000	$75,134	$98,512	$121,265	$144,018	$158,646
$300,000	$91,134	$119,512	$147,140	$174,768	$192,646
$350,000	$107,134	$140,512	$173,015	$205,518	$226,646
$400,000	$123,134	$161,512	$198,890	$236,268	$260,646
$450,000	$139,134	$182,512	$224,765	$267,018	$294,646
$500,000	$155,134	$203,512	$250,640	$297,768	$328,646
$550,000	$160,384	$210,512	$259,390	$308,268	$340,896
$600,000	$165,634	$217,512	$268,140	$318,768	$353,146
$650,000	$170,884	$224,512	$276,890	$329,268	$365,396
$700,000	$176,134	$231,512	$285,640	$339,768	$377,646
$750,000	$181,384	$238,512	$294,390	$350,268	$389,896
$800,000	$186,634	$245,512	$303,140	$360,768	$402,146
$850,000	$191,884	$252,512	$311,890	$371,268	$414,396
$900,000	$197,134	$259,512	$320,640	$381,768	$426,646
$1,000,000	$207,634	$273,512	$338,140	$402,768	$451,146
$1,100,000	$218,134	$287,512	$355,640	$423,768	$475,646
$1,200,000	$228,634	$301,512	$373,140	$444,768	$500,146
$1,300,000	$239,134	$315,512	$390,640	$465,768	$524,646
$1,400,000	$249,634	$329,512	$408,140	$486,768	$549,146
$1,500,000	$260,134	$343,512	$425,640	$507,768	$573,646

For purposes of the pension program, the US Named Executive Officers had approximately the following credited years of benefit service at March 31, 2005: John G. Cochrane, 23 years; Edwards J. Dienst, 27 years; William F. Edwards, 26 years; Barbara A. Hassan, 34 years Michael E. Jesanis, 21 years; Michael J. Kelleher, 15 years; Cheryl A. Lafleur, 18 years; Robert H. McLaren, 29 years; Lawerence J. Reilly, 22 years and Michael F. Ryan, 10 years.

Tax-Qualified Pension Plans: National Grid USA Companies Final Average Pay Pension Plan and Niagara Mohawk Pension Plan

Depending on their company origin prior to the merger of Niagara Mohawk Holdings with a subsidiary of National Grid USA, the US Named Executive Officers participate in one of two qualified pension plans: the National Grid USA Companies Final Average Pay Pension Plan (FAPP) or the Niagara Mohawk Pension Plan (Nimo Plan). Both FAPP and the Nimo Plan are noncontributory, tax-qualified defined benefit plans which between them provide a retirement benefit to all employees of the National Grid USA companies. Pension benefits are related to compensation, subject to the maximum annual limits noted in the two pension tables below. Under FAPP, a participant's retirement benefit is computed using formulas based on percentages of highest average compensation computed over five consecutive years. The compensation covered by FAPP includes salary, bonus and incentive share awards. Under the Nimo Plan, a participant's 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. Under the cash balance formula a participant's retirement benefit grows monthly, according to pay credits (from 4 percent to 8 percent times base salary) plus interest credits. A non-union (management) employee who was at least 45 years of age and had 10 years of service on July 1, 1998 will receive the retirement benefit resulting from the higher of the two formulas.

Pension Plans - UK Executives

UK Named Executive Officers Stephen Lewis and Jeff Scott participate in the National Grid Company Group of the Electricity Supply Pension Scheme. Within the pension plan only base salary is pensionable. The normal retirement age for Stephen Lewis is 63 years of age. Mr. Lewis's pension at normal retirement age within the pension plan is calculated as 1/80 th of final salary for each year of service, as shown in the table below, plus a lump sum of three times his annual pension. These are the standard benefits available under the pension plan.

Pension Table - Standard Benefit for Mr. Lewis:

Final Compensation	Annual Annuity Value Based on Years of Service — 20	25	30	35	40	45
$140,250	$35,063	$43,829	$52,594	$61,360	$70,125	$78,892
$187,000	$46,750	$58,438	$70,125	$81,813	$93,500	$105,188
$233,750	$58,438	$73,048	$87,656	$102,267	$116,875	$131,485
$280,500	$70,125	$87,656	$105,188	$122,719	$140,250	$157,781
$327,250	$81,813	$102,267	$122,719	$143,173	$163,625	$184,079
$374,000	$93,500	$116,875	$140,250	$163,625	$187,000	$210,375
$420,750	$105,188	$131,485	$157,781	$184,079	$210,375	$236,673
$467,500	$116,875	$146,094	$175,313	$204,531	$233,750	$262,969
$561,000	$140,250	$175,313	$210,375	$245,438	$280,500	$315,563

Mr. Lewis has 32 years of service. Jeff Scott is entitled to standard benefits under the pension plan for service up to 1 December 1994. For service after 1 December 1994 he is eligible to participate under the executive arrangements of the pension plan. The provisions of the executive arrangements are designed to give a pension of two-thirds of final salary (including the pension equivalent of the lump sum from the standard benefits), subject to completion of 20 years' service and including any pension rights earned in previous employments, at age 60.

Pension Table - Executive Provision for Mr. Scott:

| Final Compensation | Annual Annuity Value Based on Years of
Service — 20 | 25 | 30 | 35 | 40 | 45 |
| --- | --- | --- | --- | --- | --- | --- |
| $140,250 | $35,227 | $47,749 | $60,272 | $72,795 | $85,317 | $97,838 |
| $187,000 | $46,971 | $63,664 | $80,363 | $97,060 | $113,756 | $130,451 |
| $233,750 | $58,712 | $79,582 | $100,455 | $121,326 | $142,195 | $163,064 |
| $280,500 | $70,456 | $95,497 | $120,546 | $145,589 | $170,634 | $195,677 |
| $327,250 | $82,198 | $111,415 | $140,635 | $169,854 | $199,073 | $228,290 |
| $374,000 | $93,941 | $127,330 | $160,727 | $194,119 | $227,512 | $260,901 |
| $420,750 | $105,683 | $143,246 | $180,818 | $218,384 | $255,951 | $293,513 |
| $467,500 | $117,427 | $159,163 | $200,909 | $242,649 | $284,390 | $326,126 |
| $561,000 | $140,912 | $190,994 | $241,090 | $291,180 | $341,269 | $391,352 |

Mr. Scott has 30 years of service. A spouse's pension is payable on the death in service equal to two-thirds of the pension had service been continued to normal retirement age. On death in retirement, a spouse's pension is payable equal to two-thirds of the pension prior to any exchange for a cash lump sum at retirement. Once payments from the pension have begun, pensions are increased annually in line with price inflation up to a maximum of 5%. Dollar amounts in the pension tables are translated from pounds sterling at the rate of $1.87 per £1.00.

At retirement, the Named Executive Officers and certain members of management may become eligible for post-retirement health and life insurance benefits determined based on their age and service. The executive may be required to contribute to the cost of benefits, depending on date of hire and total years of service. Employment Contracts, Termination of Employment and Change-in-Control Agreements Agreements with UK Named Executive Officers. Stephen P. Lewis and Jeffrey A. Scott. Messrs. Lewis and Scott both have employment contracts in relation to their assignments to the US from the UK. The contracts set forth salary and bonus, along with certain allowances, benefits and accommodations in relation to working overseas. There are no termination or change-in-control arrangements for these executive officers. Agreements with US Named Executive Officers. Michael E. Jesanis . Mr. Jesanis has an agreement setting forth his salary and certain benefits, and providing for 12 months' written notice for termination other than for cause or disability. There are no termination or change-in-control arrangements particular to Mr. Jesanis. John G. Cochrane, Cheryl A. LaFleur and Lawrence J. Reilly. Each of Mr. Cochrane, Ms. LaFleur and Mr. Reilly has a change of control agreement with National Grid USA providing for severance payments and benefits in the event that his or her employment is terminated without cause or he or she terminates with good reason within 36 months after a change in control or other qualifying transaction. In addition to any other compensation and benefits payable under executive plans, each of these executives will be entitled to a lump sum cash payment equal to three times the sum of his or her annual base salary plus bonus; a lump sum cash payment for the amount payable under each pension plan giving credit for the additional 36 months of service; and reimbursement of legal fees and expenses, if any, that he or she incurs in disputing in good faith any issue relating to the agreement. William F. Edwards . Mr. Edwards has an agreement providing for a lump sum bonus payment equal to one year's base pay on the fourth anniversary of the merger, to the extent that certain performance objectives have been met. If the Company terminates Mr. Edwards other than for cause prior to the fourth anniversary, this bonus is payable on a prorated basis for his months of service beyond the merger date. In the event the Company terminates him without cause, Mr. Edwards is also entitled to receive a severance payment under the Executive Severance Plan (since it is higher than the formula provided in his agreement). The agreement provides for life insurance coverage equal to three times his base pay for his lifetime, and health care benefits for him and his dependents for their lifetimes. Mr. Edwards also has a change of control agreement with National Grid USA providing for severance payments and benefits in the event that his employment is terminated without cause or he terminates with good reason within 36 months after a change in control or other qualifying transaction. In addition to any other compensation and benefits payable under executive plans and the agreement described above, Mr. Edwards will be entitled to a lump sum cash payment equal to three times the sum of his annual base salary plus bonus; a lump sum cash payment for the amount payable under each pension plan giving credit for the additional 36 months of service; and reimbursement of legal fees and expenses, if any, that he incurs in disputing in good faith any issue relating to the agreement. Edward Dienst. Mr. Dienst is entitled to life insurance coverage equal to three times his base pay for his lifetime, and health care benefits for him and his dependents for their lifetimes. US Named Executive Officers - General Provisions. Termination without cause . For termination without cause, each of the US Named Executive Officers except for Mr. Ryan is entitled to a lump sum equal to two times his annualized base pay and bonus under the National Grid USA Companies' Executive Severance Plan. Mr. Ryan is entitled to a lump sum equal to one time his annualized base pay and bonus. The plan also provides for a lump sum payment to cover the employer's contribution toward health insurance premiums for 18 months, a pro-rated bonus if the executive worked at least six months that year and outplacement counseling for 18 months, except in Mr. Ryan's case, this coverage and counseling benefits are provided for 12 months. Under the plan, Messrs. Cochrane, Jesansis, McLaren, Pini, Reilly and Ryan, and Ms. LaFleur and Ms. Hassan, receive continuation of life insurance coverage under one of their policies for 18 months. Change in control . Under the National Grid USA Companies' Incentive Compensation Plan, in the event of a change in control, each US Named Executive Officer would receive a cash payment in an amount equal to the average annual bonus percentage for the incentive compensation plan level for the three prior years multiplied by that officer's annualized base compensation. These payments would be made in lieu of the bonuses under these plans for the year in which the change in control occurs. Post-retirement health and life insurance . At retirement, the US Named Executive Officers may become eligible for post-retirement health and life insurance benefits determined based on their age and years of service. The executive may be required to contribute to the cost of benefits, depending on date of hire and total years of service. Provisions in the Retirees Health and Life Insurance Plan prevent changes in benefits adverse to the participants for three years following a change in control.

Security Ownership of Directors and Officers

With respect to National Grid USA and its major utility subsidiaries, the following table indicates the number of ordinary shares of National Grid Transco beneficially owned as of June 1, 2005 by: (a) each director; (b) each of the Named Executive Officers; and (c) all directors and executive officers of the company as a group. Except as indicated, each person listed has sole investment and voting power with respect to the shares shown as being beneficially owned by such person, based on information provided to National Grid USA. Each person listed in this table owns less than one percent of the outstanding equity securities of National Grid Transco.

Name	Number of Shares Beneficially Owned*
NATIONAL GRID USA
Michael E. Jesanis	147,515
Roger Urwin (a)	1,375,801
John G. Cochrane	96,060
William F. Edwards	86,621
Jeffrey A. Scott	109,966
Cheryl A. LaFleur	113,534
Steve Lucas (a)	506,156
Lawrence J. Reilly (b)	139,401
Nick Winser (a)	56,296
All directors and executive officers as a group (9
persons)	2,631,350
NIAGARA MOHAWK POWER CORPORATION
William F. Edwards	86,621
Clement E. Nadeau	47,258
Kwong O. Nuey, Jr.	67,071
Anthony C. Pini	71,657
Michael E. Jesanis	147,515
Michael J. Kelleher	33,724
All directors and executive officers as a group (12
persons)	906,581
NEW ENGLAND POWER COMPANY
Stephen P. Lewis	9,868
John G. Cochrane	96,060
Lawrence J. Reilly (b)	139,401
Michael E. Jesanis	147,515
Jeffrey A. Scott	109,966
All directors and officers as a group (10
persons)	645,884
MASSACHUSETTS ELECTRIC COMPANY
Cheryl A. LaFleur	113,534
Barbara Hassan	42,623
Robert H. McLaren	30,562
Edward J. Dienst	58,029
John G. Cochrane	96,060
Michael E. Jesanis	147,515
Lawrence J. Reilly (b)	139,401
All directors and officers as a group (9
persons)	734,882
THE NARRAGANSETT ELECTRIC COMPANY
Cheryl A. LaFleur	113,534
Michael F. Ryan	45,845
Edward J. Dienst	58,029
John G. Cochrane	96,060
Michael E. Jesanis	147,515
Robert H. McLaren	30,562
Lawrence J. Reilly (b)	139,401
All directors and officers as a group (10
persons)	780,727

| * | This number is expressed in terms of ordinary shares. It includes American
Depositary Receipts listed on the New York Stock Exchange, each of which
represents five ordinary shares. |
| --- | --- |
| (a) | As reported in National Grid Transco's Annual Report on Form 20-F
filed June 15, 2005. The beneficial ownership of these persons is reported in
accordance with the methodology used in National Grid Transco's
20-F. |
| (b) | Includes shares held by Mr. Reilly's spouse. |

ITEM 7 - CONTRIBUTIONS AND PUBLIC RELATIONS

	Purpose	Accounts charged, if any, per books of Disbursing Company	Amount
Name of Recipient or Beneficiary (by Company)	(A)
National Grid Transco plc
Confederation of British Industry		National Grid Transco plc	$119,109.65
Other (Business Forums)	(B)	National Grid Transco plc	$9,303.25
Other (Consultants)	(C)	National Grid Transco plc	$287,980.00
National Grid USA
Russ Reid Co		426.4	$10,200.00
Halloran & Sage Government		426.4	$10,381.00
Stuntz Davis & Staffier PC		426.4	$11,000.00
Darrell Coover		426.4	$12,087.00
Kearney Donovan & McGee PC		426.4	$35,457.00
Other (17)		426.4	$18,083.00
Massachusetts Electric Company
Merrimack Valley Economic		426.1	$10,000.00
MassInc		426.1	$25,000.00
Other (4)		426.1	$10,075.00
Howell Communications		426.4	$15,081.00
Joyce & Joyce	(D)	426.4	$35,181.00
Other (11)		426.4	$15,081.00
New England Power Company
Darryl Coover		426.4	$12,087.00
Howell Communications		426.4	$22,681.00
Joyce & Joyce	(D)	426.4	$30,400.00
Kearney, Donovan & McGee, PC		426.4	$35,495.00
New England Council	(D)	426.4	$11,844.00
Russ Reid Co		426.4	$10,200.00
Stuntz Davis & Staffier PC		426.4	$12,000.00
Other (18)		426.4	$14,463.00
Granite State Electric
Gallagher, Callahan and Gartrell	(D)	426.4	$137,832.00
The Narragansett Electric Company
George D Caruolo		426.4	$33,000.00
Trion Communications	(D)	426.4	$44,061.00
Niagara Mohawk Power Corporation
Energy Association of N.Y.	(D)	426.4	$401,676.80
Wilson, Elser, Moskowitz	(D)	426.4	$127,562.88
David E. Langdon Associates		426.4	$60,277.20
Business Council of N.Y. State		426.4	$29,173.88
Other (43)		426.4	$53,845.63
American Gas Association		930.2	$244,624.00

| (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, including public affairs services such
as monitoring of key legislative and regulatory developments within England,
Scotland, Wales and Europe. These services do not include direct or indirect
lobbying on behalf of National Grid Transco plc or its subsidiaries. |
| (D) | Payments for legislative services. |

ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I.

Transaction	Serving Company	Receiving Company	Compensation FY2004
Phase I Terminal Facility Support (1)	NEET	NEP	$1,150,219
Phase II Massachusetts Transmission Facilities Support
Agreement (2)	NEHTEC	NEP	$6,189,915
Phase II New Hampshire Transmission Facilities Support
Agreement (3)	NEHTC	NEP	$5,425,091
Pole Attachment (4)	NANT	GRIDCOMM	$ 30,857
Pole Attachment (5)	MECO	GRIDCOMM	$ 483,750
Pole Attachment (6)	NECO	GRIDCOMM	$ 132,363
Pole Attachment (7)	NEP	GRIDCOMM	$ 12,800
Pole Attachment (8)	NIMO	GRIDCOMM	$ 108,476
Fiber Lease (9)	GRIDCOMM	MECO	$ 60,507
Fiber Lease (9)	GRIDCOMM	NECO	$ 19,108
Fiber Lease (9)	GRIDCOMM	GSE	$ 5,308
Fiber Lease (9)	GRIDCOMM	NEP	$ 21,231

(1)	Agreement dated 12/1/81 as amended was in effect at 3/31/05.
(2)	Agreement dated 6/1/85 as amended was in effect at 3/31/05.
(3)	Agreement dated 6/1/85 as amended was in effect as 3/31/05.
(4)	Agreement dated 6/30/04 as amended was in effect at 3/31/05.
(5)	Agreement dated 6/30/04 as amended was in effect at 3/31/05.
(6)	Agreement dated 6/30/04 as amended was in effect at 3/31/05.
(7)	Agreement dated 9/2/04 as amended was in effect at 3/31/05.
(8)	Agreement dated 8/30/04 as amended was in effect at 3/31/05.
(9)	Agreement dated 9/22/04 as amended was in effect at 3/31/05.

Part II. None. Part III. None. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I Paragraph (a)

(a)
Lattice Group plc has the principal active subsidiaries listed below. In
addition to the active subsidiaries listed below, Lattice Group plc 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.
1.1	National Grid Properties Ltd, a company organised under the laws of England
and Wales, holds interests in properties on behalf of National Grid Company
plc.
1.2	Transco Holdings plc is an intermediate holding company for National Grid
Transco's interests in the gas infrastructure business in the UK and
associated services.
	1.2.1	Transco plc is the gas transmission company in the UK. Transco is subject
to regulatory control within the UK, overseen by the Office of Gas and
Electricity Markets.
		1.2.1.1	British Transco International Finance BV, a company organised under the
laws of the Netherlands, is a finance company providing financial services to
Transco
		1.2.1.2	C4Gas SA, a company organised under the laws of Belgium and in which
Transco owns 47.5%, its activities are aimed at improving purchasing and
increasing supply chain efficiencies in the European gas transportation
industry
		1.2.1.3	British Transco Capital Inc, a company organised under the laws of
Delaware, provides financial management services to Transco.
		1.2.1.4	British Transco Finance Inc, a company organised under the laws of
Delaware, provides financial management services to Transco.
		1.2.1.5	British Transco Finance (No 3) Ltd provides financial management services
to Transco
		1.2.1.6	British Transco Finance (No 5) Ltd provides financial management services
to Transco.
		1.2.1.7	Joint Radio Company Ltd, in which Transco owns 50%, manages the radio
spectrum allocation for licence holders under the Wireless Telegraphy Act in the
UK.
		1.2.1.8	Transco Metering Services Ltd provides installation, maintenance and meter
reading services to gas shippers in the UK.
		1.2.1.9	British Transco Finance (No 1) Ltd, a company organised under the laws of
the Cayman Islands, provides financial management services to Transco.
			1.2.1.9.1	British Transco Finance (No 2) Ltd, a company organised under the laws of
the Cayman Islands, provides financial management services to Transco.
1.3	Lattice Group Holdings Ltd is an intermediate holding company for Lattice
Group's interests in non-regulated businesses
	1.3.1	Advantica Ltd provides technology-based solutions to Transco, other
utilities and pipeline operators worldwide.
		1.3.1.1	Advantica Corporate Ventures Ltd invests in the equity of small innovative
companies whose products or markets are of strategic importance to the main
business of Advantica.
			1.3.1.1.1	Cogsys Ltd develops and markets intelligent computer software
systems
		1.3.1.2	Risx Ltd provides risk management consultancy services
		1.3.1.3	Stoner Associates Europe Ltd provides simulation software and related
engineering services
	1.3.2	Lattice Group International Holdings Ltd is an intermediate holding company
for certain overseas interests of the Lattice Group.
		1.3.2.1	Lattice Group US Holdings Inc, a company incorporated under the laws of
Delaware, is an intermediate holding company for Advantica's interests in
the USA.
			1.3.2.1.1	Advantica Inc, a company incorporated under the laws of Delaware, provides
technology-based solutions to pipeline operators in the USA.
				1.3.2.1.1.1	Advantica Pty Ltd, a company incorporated under the laws of Victoria,
Australia, provides technology-based solutions to pipeline operators in
Australia.
	1.3.3	Secondsite Property Portfolio Ltd, is an intermediate holding company for
the property interests of the Lattice Group.
		1.3.3.1	Secondsite Property Holdings Ltd manages the property portfolio of land and
buildings for the Lattice group of companies.
		1.3.3.2	Secondsite Land Investments Ltd develops property for the purposes of
receiving rental income.
			1.3.3.2.1	Port Greenwich Ltd acquires, develops, manages and disposes of land and
property.
	1.3.4	Lattice Intellectual Property Ltd holds trademarks, patents, copyrights and
service marks on behalf of the Lattice Group of companies.
	1.3.5	Eastlands (Benefits Administration) Ltd provides pensions trustee and
administration services, payroll services and management and financial
accounting services.
	1.3.6	Lattice Energy Services Ltd provided energy infrastructure solutions for
large energy users in the industrial and commercial market but had, during the
course of the financial year 2003/04 disposed of the majority of its
assets.
	1.3.7	NGT Holding (Isle of Man) Ltd a company incorporated in the Isle of Man, is
an intermediate holding company for NGT's insurance activities
		1.3.7.1	NGT Insurance Company (Isle of Man) Ltd, a company incorporated in the Isle
of Man, provides insurance services to the Lattice group of companies.
	1.3.8	Lattice Telecom Finance (No 1), a company incorporated in the Isle of Man
Ltd, provides financial management services to the telecoms businesses within
the Lattice group of companies.
	1.3.9	Lattice Group Trustees Ltd provides trustee services for certain employee
share schemes within the National Grid Transco group.
	1.3.10	Lattice Group Employee Benefit Trust Ltd provides trustee services for
certain employee share schemes within the National Grid Transco group.
	1.3.11	Fulcrum Connections Ltd provides gas connection services on behalf of
Transco.
	1.3.12	Telecom International Holdings Ltd is an intermediate holding company for
the telecoms interests of the National Grid Transco group.
		1.3.12.1	Urband Ltd, in which Telecom International Holdings Ltd owns 50%, provides
and installs fibre optic equipment to the wholesale telecommunications
market.
		1.3.12.2	Gridcom (UK) Ltd provides communications infrastructure solutions to fibre
and wireless network operators in the UK.
			1.3.12.2.1	Gridcom Ltd provides communications infrastructure solutions to fibre and
wireless network operators in the UK.
			1.3.12.2.2	RT Masts Ltd constructs and maintains telecommunications masts.
			1.3.12.2.3	STC International Holdings Ltd is an intermediate holding company for part
of Gridcom's interest in radio sites.
				1.3.12.2.3.1	Aerial Group Ltd is an intermediate holding company for part of
Gridcom's interest in radio sites.
					1.3.12.2.3.1.1	Aerial UK Ltd is an intermediate holding company for part of
Gridcom's interest in radio sites.
						1.3.12.2.3.1.1.1	Gridcom Aerial Sites plc the management of radio sites and the provision of
related engineering services.
	1.3.13	NGT Intellectual Property Ltd holds intellectual property including domain
names, on behalf of the NGT Group of companies
	1.3.14	Utility Metering Services Ltd provides gas metering services to the UK
competitive market.
1.4	Grain LNG Ltd provides importation and storage facilities for Liquefied
Natural Gas for UK gas shippers.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued) Part I, Paragraph (a) (continued)

| (b) | National Grid Holdings Limited ("National Grid
Holdings"), a company organized under the laws of England and Wales whose
location and business address is at 1-3 Strand London, WC2N 5EH, England, is a
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. | 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 is not controlled by National Grid Transco. | | | | | | |
| | 1.2 | NGC Leasing Limited is engaged in the leasing of motor
vehicles for use by employees of the National Grid Transco. | | | | | | |
| 2. | NGG Telecoms Holdings Limited is an intermediate holding
company. | | | | | | | |
| 3. | National Grid Four Limited is an intermediate holding
company for part of National Grid Holdings' interest in Energis
plc. | | | | | | | |
| 4. | National Grid Gold Limited provides financial management
services to National Grid Transco companies. | | | | | | | |
| 5. | NatGrid Investments Limited provides financial management
services to National Grid Transco companies. | | | | | | | |
| 6. | National Grid Jersey Holdings Three Limited (in liquidation)
is a company organized under the laws of Jersey and was formerly holding company
for National Grid Transco's interest in First Point Energy Corporation,
which was transferred to National Grid Jersey Holdings Five Limited in December
2004. | | | | | | | |
| 7. | 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 and for National
Grid's interest in First Point Energy Corporation. | | | | | | | |
| | 7.1 | National Grid Three Limited is an intermediate holding
company for part of National Grid Holdings' interest in Energis
plc, | | | | | | |
| | | 7.1.1 | NGG Telecoms Limited is an intermediate holding
company. | | | | | |
| | | | 7.1.1.1 | Energis plc, in which the group has an economic interest in
32.55%, is in administration. | | | | |
| | 7.2 | First Point Energy Corporation (formerly MyUtility.Com.Inc),
in which National Grid Jersey Holdings Five Limited has a 10% interest, is a
corporation organized under the laws of the state of Delaware and is engaged in
the provision of on-line energy saving solutions. | | | | | | |
| 8 | National Grid Five Limited is an intermediate holding
company. | | | | | | | |
| | 8.1 | NGC Two Limited is an intermediate holding company and
business development vehicle. | | | | | | |
| | | 8.1.1 | The National Grid Investments Company is an unlimited
company and carries on business as an investment company. | | | | | |
| | 8.2 | National Grid Six Limited provides financial management
services to National Grid Transco companies. | | | | | | |
| | 8.3 | NatGrid Finance Holdings Limited provides financial
management services to National Grid Transco companies. | | | | | | |
| | | 8.3.1 | NatGrid Finance Limited provides financial management
services to National Grid Transco companies. | | | | | |
| | | | 8.3.1.1 | NG Jersey Limited is a company organized in Jersey which
provides financial management services to National Grid Transco
companies. | | | | |
| | 8.4 | 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 Africa, the
Middle East, Continental Europe and Australia. National Grid International
Limited has several active direct subsidiaries, a number of indirect
subsidiaries and is a limited partner in a limited liability partnership, as
follows: | | | | | | |
| | | 8.4.1 | National Grid Overseas Limited is an intermediate holding
company. | | | | | |
| | | | 8.4.1.1 | National Grid Overseas Two Limited is a former intermediate
holding company. | | | | |
| | | 8.4.2 | National Grid Zambia Limited is an intermediate holding
company for certain interests in Africa. | | | | | |
| | | | 8.4.2.1 | National Grid Zambia B.V., a company formed under the laws
of the Netherlands, is a holding company for National Grid Transco's
interest in Copperbelt Energy Corporation plc
("Copperbelt"). | | | | |
| | | | | 8.4.2.1.1 | Copperbelt Energy Corporation plc, 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. | | | |
| | | 8.4.3 | National Grid Seven Limited is an intermediate holding
company for certain international interests. | | | | | |
| | | | 8.4.3.1 | National Grid Holdings B.V. is organized in the Netherlands
and is a holding company for National Grid Holdings' operations,
particularly in Latin America. | | | | |
| | | | | 8.4.3.1.1 | National Grid Finance BV is a company formed under the laws
of the Netherlands that served as a holding company for National Grid
Transco's former electricity transmission operations in
Argentina. | | | |
| | | | | 8.4.3.1.2 | National Grid Brazil Finance is an unlimited company and
provides financial management services to group companies. | | | |
| | | | | 8.4.3.1.3 | 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 18.5% interest in Energis Polska Sp. Z o.o. (formerly NG Koleje
Telekomunikacja Sp. z o. o.), a Polish telecommunications joint venture | | | |
| | | | | 8.4.3.1.4 | National Grid Manquehue B.V. ("Manquehue BV") is
a holding company organized under the laws of the Netherlands and former holding
company for National Grid Transco's investment in Chile. | | | |
| | | | | 8.4.3.1.5 | National Grid Fourteen Limited is an intermediate holding
company for certain National Grid Transco interests in Latin
America. | | | |
| | | | | | 8.4.3.1.5.1 | National Grid Brazil B.V., a company organized in the
Netherlands, is a holding company for National Grid's investment in JVCO
Participacoes Ltda. | | |
| | | | | | | 8.4.3.1.5.1.1 | 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. | |
| | | | | | | | 8.4.3.1.5.1.1.1 | 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
Transco's Brazilian telecom operations. |
| | | | | | | | 8.4.3.1.5.1.1.1.1 | Intelig Telecommunicacoes Ltda ("Intelig") is a
company organized under the laws of Brazil and is a 100% subsidiary of Holdco.
Intelig is engaged in telecomms in Brazil. |
| | | | | | 8.4.3.1.5.2 | National Grid Chile BV ("Chile BV") is a holding
company organized under the laws of the Netherlands and is the former holding
company for National Grid Transco's interests in Chile. | | |
| | | 8.4.4 | National Grid (IOM) UK Limited is a former holding company
and is organized under the laws of the Isle of Man. | | | | | |
| | | 8.4.5 | Network Mapping Limited provides survey data of power
utility assets, and offers related services to customers. | | | | | |
| | | 8.4.6 | National Grid Indus B.V. is a company organized under the
laws of the Netherlands and is a business development vehicle. | | | | | |
| | | 8.4.7 | 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 NG Australia LLP. | | | | | |
| | | 8.4.8 | NG Australia LLP is a limited liability partnership
established under the laws of the state of Victoria, Australia by NG Australia
GP Pty Limited as general partner and National Grid International Limited as
limited partner for the purpose of acquiring and holding
investments. | | | | | |
| | | | 8.4.8.1 | National Grid Australia Pty Limited is a company organized
under the laws of the Cayman Islands as a holding company for NG Australia
LLP's investment in Basslink Pty Limited. | | | | |
| | | | | 8.4.8.1.1 | 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. | | | |
| | | 8.4.9 | NG Procurement Holdings Limited is a holding
company. | | | | | |
| | | 8.4.10 | Britned Development Limited is a 50% joint venture, with a
view to establishing a submarine cable link between the UK and the
Netherlands. | | | | | |
| | | 8.4.11 | National Grid Middle East FZCO is a 50% joint venture for
National Grid Transco's operations in the Middle East. | | | | | |
| 9 | Inversiones ABC Ltda is a holding company organized under
the laws of Chile, 50% owned within by the group. | | | | | | | |
| 10 | National Grid Nineteen Limited is an investment
company. | | | | | | | |
| 11 | National Grid Twenty One Limited is an investment
company. | | | | | | | |
| 12 | National Grid (US) Investments, an unlimited company, is an
investment company. | | | | | | | |

The following system companies* have interests in National Grid Holdings:

Name of Company	Description of Interest
National Grid Holdings One plc ('NGH1')	99,999,999 ordinary shares of 1 GBP each

One ordinary share of 1 GBP is held by NGT Nominees Limited as nominee for NGH1 and 1000 A ordinary shares of 1 GBP each are owned by National Grid One Limited.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued) Part I. Paragraph (b)

(b) The aggregate amount of capital invested by National Grid Transco plc in National Grid Holdings One plc is set forth in the table below.

	$ million
Common stock investment	286
Loans	18,396
Guarantees	3,620
Uplift of investment in Lattice Group plc to fair value on
hivedown	660
Total	22,962

| Guarantees issued by National Grid Transco plc as at 31 March 2005 are in
respect of National Grid Company loan facilities of US$782 million, of National
Grid Company creditors of US$2,094 million following a capital reduction by that
company, a loan issued by British Transco Finance Inc amounting to US$300
million. a loan facility to Lattice Telecoms Finance (No1) of US$66 million and
a loan facility to National Grid Australia of US$378 million |
| --- |
| During the reporting period there were no transfers of assets from any
system company (other than an EWG or FUCO) to National Grid Holdings One
. |

Paragraph (c)
The ratio of debt to common equity for National Grid Holdings One is set
forth in the table below.

	$ million
Debt	18,211
Equity	4,109
Debt to equity ratio	4.4
Net profit for the year ended 31 March 2005	1,889

(b) National Grid Holdings Limited and Lattice Group plc, both subsidiaries of National Grid Holdings One plc, are also FUCOs. The aggregate amount of capital invested directly or indirectly by National Grid Transco plc in National Grid Holdings Limited and Lattice Group plc is set forth in the table below.

	National Grid Holdings $ million	Lattice Group $ million
Common stock investment	2,332	12,825
Loans	946	4,910
Guarantees	3,255	365
Total	6,533	18,100

During the reporting period there were no transfers of assets from any system company (other than an EWG or FUCO) to National Grid Holdings or Lattice Group.

| Paragraph (c) |
| --- |
| The ratio of debt to common equity for National Grid Holdings (and
subsidiaries) and for Lattice Group (and subsidiaries) is set forth in the table
below. |

	National Grid Holdings $ million	Lattice Group $ million
Debt	6,225	11,781
Equity	3,132	9,024
Debt to equity ratio	2.0	1.3
Net profit for the year ended 31 March 2005	927	909

| Paragraph (d) |
| --- |
| National Grid Company Limited provides certain services to National Grid
USA Service Company, Inc. In accordance with Appendix C to the
Commission's order in The National Grid Group plc, Holding Co. Act Release
No. 27154 (March 15, 2000), requiring the disclosure of transactions between any
FUCO and any US system company, reference is made to National Grid USA Service
Company's Annual Reports on Form U-13-60 (file no. 049-00012) for the
fiscal year ended March 31, 2005. |

Part II Please see the organisational chart submitted as Exhibit G. Please see the financial statements included as Supplements A-3 and A-4. Part III The aggregate investment of National Grid Transco plc in EWGs and foreign utility companies is $22,962,000,000. The ratio of the aggregate investment to the aggregate capital investment of National Grid Transco plc in its domestic public utility subsidiary companies is:

| Investment in foreign utility companies in accordance
with Rule 24 | 22,962,000,000 | |
| --- | --- | --- |
| | = | 302.7% |
| Investment in domestic public utility subsidiary
companies | 7,585,299,000 | |

ITEM 9A. SUPPLEMENTARY INFORMATION This information is furnished pursuant to 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 federal tax credits
for NGGP of $20.5 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 federal tax credits for NGH Inc of $76.3 million. | |
| | (b) | Neither NGGP nor NGH Inc incurred any income tax credit as a result of 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 charge of $1,010,000 in
relation to interest income of $2,885,000 from National Grid USA
("NGUSA") and a tax benefit of $1,210,000 in relation to interest
expense of $3,457,000 payable to National Grid USA LLC ("NGUS
LLC"). | |
| (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 described in Section 1(a) 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 | $276.6 million |
| | | Tax credit at 35% | $96.8 million |
| | | As agreed in the Second Amended and Restated Federal and State Income Tax
Allocation Agreement, dated February 1, 2002, this income tax credit is
allocated to NGGP and NGH Inc. in the amounts of $20.5 million and $76.3
million, respectively. | |
| | | The income tax credit described in Section 1(c) arose in connection with
the interest payments described in detail in item 4 below. The credit is
calculated at the federal tax rate and allocated to the profitable operating
subsidiaries in accordance with the Second Amended and Restated Federal and
State Income Tax Allocation Agreement. | |
| (3) | A description of how any acquisition-related funding is effected through
all Intermediate Holding Companies. | | |
| | The supplementary information provided in National Grid Transco's U5S
filing last year described how $8.3 billion of funding was effected through the
then Intermediate Holding Companies, and explained that $5.4 billion of that
debt funding is now provided to National Grid (US) Investments 4 by other
National Grid System companies. The financing previously made available by
National Grid Eight Limited is now provided by a subsidiary of National Grid
Eight Limited, being NGT Three Limited. | | |
| (4) | A description of the amount and character of any payments made by each
Intermediate Holding Company to any other National Grid Transco system company
during the reporting period. | | |
| | NGH Inc made interest payments to National Grid US LLC in the amount of
$2.762 million during the reporting period. National Grid USA made interest
payments to NGH Inc in the amount of $2.206 million. Other than those payments
and 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 National Grid Transco 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

Supplements - Consolidating Financial Statements

	A-1 — A-2	National Grid Transco plc (filed herewith) — National Grid Holdings One plc (filed herewith)
	A-3	National Grid Holdings Limited (filed herewith)
	A-4	Lattice Group plc (filed herewith)
	A-5	National Grid USA (filed herewith)
A.	Annual Reports
	1.	a.	National Grid Transco Annual Report on Form 20-F for the year ended March
31, 2005 (file no. 1-14958)
		b.	National Grid Transco Annual Review for Stockholders for the year ended
March 31, 2005, furnished on Form 6-K filed June 15, 2005 (file no.
1-14958)
	2.	New England Power Company Annual Report on Form 10-K for the year ended
March 31, 2005 (file no. 2-26651)

Niagara Mohawk Power Corporation Annual Report on Form 10-K for the year ended March 31, 2005 (file no. 1-2987)

B. — 1.	National Grid Transco plc:
	a.	Memorandum and Articles of Association (Exhibit 1 to National Grid
Transco's Form 20-F for the year ended March 31, 2003 (file no.
1-14958)).
	b.	Amendment to Memorandum and Articles of Association (Exhibit 1 to National
Grid Transco Form 20-F for fiscal year ended March 31, 2003 (file no. 1-14958).
2.	Lattice Group plc:
	a.	Memorandum and Articles of Association (Exhibit B.2.a to Form U5S of
National Grid Transco plc and certain subsidiaries for the fiscal year ended
March 31, 2003, file no. 030-00354 (hereinafter, the "National Grid
Transco 2003 Form U5S").
3.	NGG Finance plc:
	a.	Memorandum of Association and Articles of Association (New Articles of
Association adopted by Special resolution passed in writing on March 30, 2005)
(filed herewith).
4.	National Grid Holdings One plc:
	a.	Memorandum of Association and Articles of Association (Exhibit B.4.a to
National Grid Transco 2003 Form U5S).
5.	National Grid Holdings Limited:
	a.	Memorandum and Association and Articles of Association (Exhibit B.2 to Form
U5S of National Grid Group plc and certain subsidiaries for the fiscal year
ended March 31, 2001, file no. 1-14598 (hereinafter, the "National Grid
Group 2001 Form U5S")).
6.	National Grid (US) Holdings Limited:
	a.	Articles of Association (Exhibit B.6.a to National Grid Transco 2003 Form
U5S).
	b.	Memorandum of Association and Articles of Association (Exhibit B.6.b to
National Grid Transco 2003 Form U5S).
7.	National Grid (US) Investments 4:
	a.	Memorandum of Association and Articles of Association (Exhibit B.7.a to
National Grid Transco 2003 Form U5S).
8.	National Grid (US) Partner 1 Limited:
	a.	Memorandum of Association and Articles of Association (Exhibit B.8.a to
National Grid Transco 2003 Form U5S).
9.	National Grid (US) Partner 2 Limited:
	a.	Memorandum of Association and Articles of Association (Exhibit B.9.a to
National Grid Transco 2003 Form U5S).
10.	National Grid General Partnership:
	a.	General Partnership Agreement dated July 16, 1999 (Exhibit B.10.a to
National Grid Transco 2003 Form U5S).
	b.	Amendment No. 1 to General Partnership Agreement dated December 20, 2001
(Exhibit B.10.b to National Grid Transco 2003 Form U5S).
	c.	Amendment No. 2 to General Partnership Agreement dated December 20, 2001
(Exhibit B.10.c to National Grid Transco 2003 Form U5S).
	d.	Amendment No. 3 to General Partnership Agreement dated January 31, 2002
(Exhibit B.10.d to National Grid Transco 2003 Form U5S).
11.	National Grid Holdings Inc.:
	a.	Certificate of Incorporation filed May 16, 2001 and Certificate of
Amendment filed December 5, 2001 (Exhibit B.11.a to National Grid Transco 2003
Form U5S).
	b.	By-laws dated May 16, 2001 (Exhibit B.11.b to National Grid Transco 2003
Form U5S).
12.	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 Group 2001 Form U5S).
	b.	By-laws (Exhibit 11.b to National Grid Group 2001 Form U5S).
13.	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 (Exhibit 4.d to Form U5S of
National Grid Group plc and certain subsidiaries for the fiscal year ended March
31, 2002, file no. 30-00354 (hereinafter, the "National Grid Group 2002
Form U5S").
14.	Arbuckle Acres, Inc.
	a.	Certificate of Incorporation filed June 2, 1999 (Exhibit B.59.a to National
Grid Transco 2003 Form U5S).
	b.	By-Laws dated June 4, 1999 (Exhibit B.59.b to National Grid Transco 2003
Form U5S).

15.	Atlantic Western Consulting, Inc.
	a.	Articles of Organization filed January 26, 2004; Articles of Merger filed
January 30, 2004 (Exhibit B.26.a to Form U5S of National Grid Transco plc and
certain subsidiaries for the fiscal year ended March 31, 2004, file no.
030-00354).
	b.	By-laws of National Grid US 5 Inc. (now known as Atlantic Western
Consulting, Inc.) (Exhibit B.26.b to National Grid Transco Form U5S for fiscal
year ended March 31, 2004, file no. 030-00354 (the "National Grid Transco
2004 Form U5S")).
16.	Connecticut Yankee Atomic Power Company:
	a.	Certificate of Incorporation as amended through October 15, 1998 (Exhibit
B.14.a to National Grid Transco 2003 Form U5S).
	b.	By-Laws as amended through June 2, 1993 (Exhibit B.14.b to National Grid
Transco 2003 Form U5S).
17.	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 Group 2001
Form U5S).
	b.	By-Laws (Exhibit 5.b to National Grid 2001 Form U5S).
18.	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 Group 2001 Form
U5S).
	b.	By-Laws (Exhibit 6.b to National Grid Group 2001 Form U5S).
19.	Granite State Electric Company:
	a.	Articles of Organization (Exhibit B.1.a to NEES 1983 Form U5S).
	b.	By-laws March 27, 1998 (Exhibit B.4.b to NEES 1998 Form U5S).
20.	GridAmerica Holdings Inc.:
	a.	Certificate of Formation filed August 27, 2002, Certificate of Conversion
and Certificate of Incorporation, both filed December 19, 2002 (Exhibit B.31.a
to National Grid Transco 2003 Form U5S).
	b.	By-laws dated December 19, 2002 (Exhibit B.31.b to National Grid Transco
2003 Form U5S).
21.	GridAmerica LLC:
	a.	Limited Liability Company Agreement dated October 31, 2002 (Exhibit B.32.a
to National Grid Transco 2003 Form U5S).
22.	Hudson Pointe, Inc.:
	a.	Certificate of Incorporation filed March 29, 1994 (Exhibit B.35.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.35.b to National Grid Transco 2003 Form U5S).
23.	Land Management & Development, Inc.:
	a.	Certificate of Incorporation filed May 27, 1994 (Exhibit B.36.a to National
Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.36.b to National Grid Transco 2003 Form U5S).
24.	Landwest, Inc.:
	a.	Certificate of Incorporation filed February 15, 1995 (Exhibit B.37.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.37.b to National Grid Transco 2003 Form U5S).
25.	Maine Yankee Atomic Power Company:
	a.	Certificate of Organization as amended through September 18, 1992 (Exhibit
B.15.a to National Grid Transco 2003 Form U5S).
	b.	By-Laws as amended through November 25, 1996 (Exhibit B.15.b to National
Grid Transco 2003 Form U5S).
26.	Massachusetts Electric Company:
	a.	Articles of Organization (Exhibit B.2.a to NEES 1983 Form U5S); 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
U5S; Certificate of change of Fiscal Year End and Articles of Merger both filed
May 1, 2000 (Exhibit 8.a to National Grid Group 2001 Form U5S).
	b.	By-laws (Exhibit 8.b to National Grid Group 2001 Form U5S).
27.	Metrowest Realty LLC:
	a.	Limited Liability Company Agreement dated as of December 17, 1998 (Exhibit
B.21 to NEES 1998 Form U5S).
	b.	First Amendment to Limited Liability Company Agreement dated January 28,
1999 (Exhibit B.27.b to National Grid Transco 2003 Form U5S).
28.	Moreau Park, Inc.:
	a.	Certificate of Incorporation filed April 29, 1993 (Exhibit B.38.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.38.b to National Grid Transco 2003 Form U5S).
29.	Nantucket Electric Company:
	a.	Articles of Organization (Exhibit A-6 to Rule 24 Certificate filed April 9,
1996 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 Group 2001
Form U5S).
	b.	By-laws dated October 20, 1998 (Exhibit B.24.b to National Grid Transco
2003 Form U5S).
30.	National Grid Communications Holdings, Inc.
	a.	Articles of Organization filed November 7, 2003 (Exhibit B.25.a to National
Grid Transco 2004 Form U5S).
	b.	By-laws (Exhibit B.25.b to National Grid Transco 2004 Form U5S).
31.	National Grid Communications, Inc.:
	a.	Articles of Organization filed August 28, 2002 (Exhibit B.26.a to National
Grid Transco 2003 Form U5S).
	b.	By-laws (Exhibit B.26.b to National Grid Transco 2003 Form U5S).
32.	National Grid Transmission Services Corporation:
	a.	Articles of Organization filed May 1, 2000 (Exhibit 13(a) to National Grid
Group 2001 Form U5S).
	b.	By-laws (Exhibit 13.b to National Grid Group 2001 Form U5S).
33.	National Grid USA Service Company, Inc.:
	a.	Articles of Organization (Exhibit B.9.a to NEES 1983 Form U5S); 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 Group
2001 Form U5S).
	b.	By-laws (Exhibit 12.b to National Grid Group 2001 Form U5S).
34.	NEES Communications, Inc.:
	a.	Articles of Organization (Exhibit B.9.a to NEES 1996 Form U5S); Certificate
of change of Fiscal Year End dated April 3, 2000 (Exhibit 14.a to National Grid
Group 2001 Form U5S).
	b.	By-laws (Exhibit B.9.b to NEES 1996 Form U5S).
35.	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 Group 2001 Form U5S).
	b.	By-laws (Exhibit 3(ii) to Certificate of Notification, File No.
70-8803).
36.	NEES Telecommunications Corp.:
	a.	Articles of Organization as amended through May 29, 1998 (Exhibit B.11.a to
National Grid USA 1999 Form U5S, file no. 001-03446); Certificate of change of
Fiscal Year End dated April 5, 2000 (Exhibit 16.a to National Grid Group 2001
Form U5S).
	b.	By-Laws (Exhibit B.11.b to National Grid USA 1999 Form U5S).
37.	New England Electric Transmission Corporation:
	a.	Restated Articles of Incorporation (Exhibit B.6.a to NEES 1983 Form
U5S).
	b.	By-laws dated March 17, 1998 (Exhibit B.13.b to NEES 1998 Form
U5S).
38.	New England Energy Incorporated:
	a.	Articles of Organization (Exhibit B.7.a to NEES 1983 Form U5S); Articles of
Amendment dated April 8, 1988 (Exhibit B.8.a to NEES 1988 Form U5S); Certificate
of change of Fiscal Year End dated April 3, 2000 (Exhibit 18.a to National Grid
Group 2001 Form U5S).
	b.	By-laws (Exhibit B.8.b to NEES 1995 Form U5S).
39.	New England Hydro Finance Company, Inc.:
	a.	Articles of Organization (Exhibit B.9.a to NEES 1988 Form U5S); Certificate
of change of Fiscal Year End dated April 3, 2000 (Exhibit 19.a to National Grid
2001 Form U5S, File 1-14958).
	b.	By-laws (Exhibit B.9.b to NEES 1995 Form U5S).
40.	New England Hydro-Transmission Corporation:
	a.	Articles of Incorporation (Exhibit B.8.a to NEES 1986 Form U5S); Articles
of Amendment dated January 18, 1989 (Exhibit B.10.a to NEES 1988 Form U5S).
	b.	By-laws dated March 17, 1998 (Exhibit B.16.b to NEES 1998 Form
U5S).
41.	New England Hydro-Transmission Electric Company, Inc.:
	a.	Restated Articles of Organization dated January 13, 1989 (Exhibit B.11.a to
NEES 1988 Form U5S); Certificate of change of Fiscal Year End dated April 3,
2000 (Exhibit 21.a to National Grid Group 2001 Form U5S).
	b.	By-laws dated March 17, 1998 (Exhibit B.17.b to NEES 1998 Form
U5S).
42.	New England Power Company:
	a.	Articles of Organization (Exhibit B.8.a to NEES 1983 Form U5S); Articles of
Amendment dated June 25, 1987 (Exhibit B.12.a to NEES 1988 Form U5S); Articles
of Amendment dated January 27, 1998 (Exhibit B.18.a to National Grid USA 1999
Form U5S); 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 Group 2001 Form U5S).
	b.	By-laws (Exhibit 3.2 to 2003 NEP Form 10-K, File 1-6564).
43.	NEWHC, Inc.:
	a.	Articles of Merger (Exhibit B.20.a to NEES 1998 Form U5S); Articles of
Amendment dated October 21, 1999 (Exhibit B.20.a to National Grid USA 1999 Form
U5S); Certificate of Change of Fiscal Year End dated April 5, 2000 (Exhibit 23.a
to National Grid Group 2001 Form U5S).
	b.	By-laws dated March 30, 1998 (Exhibit B.20.b to NEES 1998 Form
U5S).
44.	Niagara Mohawk Energy, Inc.:
	a.	Certificate of Incorporation filed May 5, 1994 and Certificate of Amendment
filed August 12, 1998 (Exhibit B.39.a to National Grid Transco 2003 Form
U5S).
	b.	By-Laws (Exhibit B.39.b to National Grid Transco 2003 Form U5S).
45.	Niagara Mohawk Holdings, Inc.:
	a.	Restated Certificate of Incorporation filed February 18, 1999 (Exhibit 99-1
to Current Report on Form 8-K dated March 18, 1999, File 000-25595).
	b.	By-Laws as amended June 13, 2000 (Exhibit 3 to Quarterly Report on Form
10-Q for quarter ended June 30, 2000, File 000-25595).
46.	Niagara Mohawk Power Corporation:
	a.	Certificate of Consolidation dated January 5, 1950, as amended through
August 5, 1994 (Exhibits 3(a)(1) to 3(a)(46) to 1994 Form 10-K, File 1-02987);
Certificate of Amendment filed June 29, 1998 (Exhibit 3 to Form 10-Q for quarter
ended June 30, 1998, File 1-02987); Certificate of Amendment filed March 19,
1999 (Exhibit 3 to Form 10-Q for quarter ended March 31, 1999, File 1-02987);
Certificate of Amendment filed November 29, 1999 (Exhibit 3.1 to Current Report
on Form 8-K dated November 30, 1999, File 1-02987).
	b.	By-Laws as amended March 17, 1999 (Exhibit 3(i) to Quarterly Report on Form
10-Q for quarter ended March 31, 1998, File 1-02987).
47.	NM Properties, Inc.:
	a.	Certificate of Incorporation filed November 13, 1992 and Certificate of
Amendment dated September 25, 1998 (Exhibit B.40.a to National Grid Transco 2003
Form U5S).
	b.	By-Laws dated July 6, 1999 (Exhibit B.40.b to National Grid Transco 2003
Form U5S).
48.	NM Receivables Corp. II:
	a.	Certificate of Incorporation filed December 26, 1997 and Certificate of
Amendment filed June 12, 1998 (Exhibit B.42.a to National Grid Transco 2003 Form
U5S).
	b.	By-Laws as amended January 29, 2002 (Exhibit B.43.b to National Grid
Transco 2004 Form U5S).
49.	NM Uranium, Inc.:
	a.	Articles of Incorporation filed April 26, 1976 (Exhibit B.43.a to National
Grid Transco 2003 Form U5S).
	b.	By-Laws as amended through April 1994 (Exhibit B.43.b to National Grid
Transco 2003 Form U5S).
50.	Opinac Energy Corporation:
	a.	Articles of Incorporation filed July 7, 1982, Articles of Amendment filed
January 17, 1985, April 11, 1988, December 18, 1990, and January 25, 1991
(Exhibit B.44.a to National Grid Transco 2003 Form U5S).
	b.	By-Law No. 1, Special By-Law, Special By-Law No. 2, Special By-Law No. 3
dated July 23, 1982, Special By-Law No. 4 and Special By-Law No. 5 dated July
30, 1982, By-Law No. 2 dated December 15, 1982, and By-Law No. 3 dated December
13, 1991 (Exhibit B.44.b to National Grid Transco 2003 Form U5S).
51.	Opinac North America, Inc.:
	a.	Certificate of Incorporation dated September 12, 1997 and Certificate of
Amendment dated December 29, 1999 (Exhibit B.45.a to National Grid Transco 2003
Form U5S).
	b.	By-Laws (Exhibit B.45.b to National Grid Transco 2003 Form U5S).
52.	Oprop Co. Inc.:
	a.	Certificate of Incorporation filed February 15, 1996 (Exhibit B.46.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.46.b to National Grid Transco 2003 Form U5S).
53.	Riverview, Inc.:
	a.	Certificate of Incorporation filed April 29, 1993 (Exhibit B.47.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.47.b to National Grid Transco 2003 Form U5S).
54.	Salmon Shores, Inc.:
	a.	Certificate of Incorporation filed April 29, 1993 (Exhibit B.48.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.48.b to National Grid Transco 2003 Form U5S).
55.	The Narragansett Electric Company:
	a.	Charter (Exhibit B.3.a to NEES 1983 Form U5S); Amendment to Charter dated
June 9, 1988 (Exhibit B.3.a to NEES 1988 Form U5S).
	b.	By-laws dated September 19, 2001 (Exhibit B.22.b to National Grid Transco
2003 Form U5S).
	c.	Preference Provisions as amended dated December 15, 1997 (Exhibit 4(C) to
NEES 1997 Form 10-K, File No. 1-3446).
56.	UMICO Holdings Inc.:
	a.	Certificate of Incorporation filed March 14, 2000 (Exhibit B.49.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.49.b to National Grid Transco 2003 Form U5S).
57.	Upper Hudson Development, Inc.:
	a.	Certificate of Incorporation filed May 27, 1994 (Exhibit B.50.a to National
Grid Transco 2003 Form U5S).
	b.	By-Laws (Exhibit B.50.b to National Grid Transco 2003 Form U5S).
58.	Wayfinder Group, Inc.:
	a.	Articles of Organization (Exhibit B.5.a to NEES 1993 Form U5S). Articles of
Amendment dated June 27, 1997 and December 13, 1999 (Exhibit B.23.a to National
Grid USA 1999 U5S); Certificate of Change of Fiscal Year End dated April 3, 2000
(Exhibit 25.a to National Grid Group 2001 Form U5S).
	b.	By-Laws (Exhibit B.5.b to NEES 1993 Form U5S).
59.	Yankee Atomic Electric Company:
	a.	Articles of Organization as amended through May 30, 2001 (Exhibit B.17.a to
National Grid Transco 2003 Form U5S).
	b.	By-Laws as amended through December 9, 1988 (Exhibit B.17.b to National
Grid Transco 2003 Form U5S).

C. Funded Debt

1.	National Grid Transco
	a.	Credit
agreement dated November 18, 2003 between National Grid Transco plc; HSBC Bank
plc (the facility agent); HSBC Bank USA (the swingline agent); and certain banks
and financial institutions (the banks) (Exhibit 4.1 to National Grid Transco
Annual Report on Form 20-F for the fiscal year ended March 31, 2004, file no.
1-14958)
	b.	Offering circular issued by NGG Finance plc on 20 August 2001 summarising
the trust deeds, subscription agreements and paying agency agreements relating
to the £1,250,000,000 5.25% guaranteed bonds due 2006 and the
£750,000,000 6.125% guaranteed bonds due 2011 issued by NGG Finance plc
and guaranteed by National Grid Transco plc (Exhibit 2(b)(ii) to National Grid
Group Form 20-F for the fiscal year ended March 31, 2002, file no.
1-14958)
	c.	Information memorandum issued by National Grid Transco plc and National
Grid Company plc on 6 December 2004 relating to the £6,000,000,000
issuable under the Euro Medium Term Note Programme (Exhibit 2(b).1 to National
Grid Transco Form 20-F for the fiscal year ended March 31, 2005, file no.
1-14958 (the "National Grid Transco 2005 Form 20-F"))
	d.	Information memorandum issued by Transco Holdings plc and Transco plc on
23 July 2004 relating to the £7,000,000,000 issuable under the Euro
Medium Term Note Programme (Exhibit 2(b).1 to the National Grid Transco 2005
Form 20-F)
2.	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 U5S)
	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 U5S)

Massachusetts Electric Company

| a. | First Mortgage Indenture and Deed of Trust, dated as of July 1, 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) |
| --- | --- |
| b. | Loan and Trust Agreement among Massachusetts Development Finance Agency,
Massachusetts Electric Company and U.S. Bank National Association, as Trustee
dated as of December 1, 2004 (filed herewith) |

4.	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 U5S;
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)
5.	New England Power Company

| a. | Loan Agreement with Massachusetts Industrial Finance Agency dated as of
March 15, 1980 and two supplements thereto (Exhibit C.8.c to NEES 1983 Form
U5S); Supplements dated as of October 1, 1992 and September 1, 1993 (Exhibit
C.6.b to NEES 1993 Form U5S); Fifth Supplement dated as of August 1, 1998
(Exhibit 5.a to NEES 1998 Form U5S) |
| --- | --- |
| 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 U5S);
First Supplement dated as of April 1, 1986 (Exhibit C.7.d to NEES 1986 Form
U5S); Second Supplement dated as of August 1, 1988 (Exhibit C.7.d to NEES 1988
Form U5S); Third Supplement dated as of April 1, 1989; Fourth Supplement dated
as of November 1, 1990 (Exhibit C.6.d to NEES 1990 Form U5S); Fifth Supplement
dated as of June 15, 1991 (Exhibit C.6.d to NEES 1991 Form U5S); Sixth
Supplement dated as of January 1, 1993 (Exhibit C.6.d to NEES 1992 Form U5S);
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 U5S); Ninth Supplement dated
as of February 1, 1995 (Exhibit 6.c to NEES 1995 Form U5S), 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
U5S); and Thirteenth Supplement dated as of August 1, 1998 (Exhibit 5.b to NEES
1998 Form U5S) |
| c. | Loan Agreement with the Connecticut Development Authority dated as of
September 1, 1999 (Exhibit 5.c to National Grid USA 1999 Form U5S) |

Nantucket Electric Company

Loan and Trust Agreement among Massachusetts Development Finance Agency, Nantucket Electric Company and U.S. Bank National Association, as Trustee, dated as of December 1, 2004 (filed herewith)

7.	New England Hydro Finance Company, Inc.
	Note and Guaranty Agreement with New England Hydro-Transmission Electric
Company, Inc. and New England Hydro-Transmission Corporation dated as of April
15, 1991 (Exhibit C.7 to National Grid Transco 2003 Form U5S)
8.	Niagara Mohawk Power Corporation

| | | a. — b. | Mortgage Trust Indenture dated as of October 1, 1937 with Marine Midland
Bank, N.A. (formerly named The Marine Midland Trust Company of New York), as
Trustee (filed October 15, 1937 after effective date of Registration Statement
No. 2-3414); Supplemental Indenture dated as of December 1, 1938 (Exhibit 2-3 to
Registration Statement No. 2-59500); Supplemental Indenture dated as of April
15, 1939 (Exhibit 2-4 to Registration Statement No. 2-59500); Supplemental
Indenture dated as of July 1, 1940 (Exhibit 2-5 to Registration Statement No.
2-59500); Supplemental Indenture dated as of October 1, 1944 (Exhibit 7-6 to
Central New York Power and Light Corporation Registration Statement No. 2-5490);
Supplemental Indenture dated as of June 1, 1945 (Exhibit 2-8 to Registration
Statement No. 2-59500); Supplemental Indenture dated as of August 17, 1948
(Exhibit 2-9 to Registration Statement No. 2-59500); Supplemental Indenture
dated as of December 31, 1949 (Exhibit 7-9 to Registration Statement No.
2-8214); Supplemental Indenture dated as of January 1, 1950 (Exhibit 7-10 to
Registration Statement No. 2-8214); Supplemental Indenture dated as of October
1, 1950 (Exhibit 7-11 to Registration Statement No. 2-8634); Supplemental
Indenture dated as of October 19, 1950 (Exhibit 7-12 to Registration Statement
No. 2-8634); Supplemental Indenture dated as of February 20, 1953 (Exhibit 4-16
to Registration Statement No. 2-10501); Supplemental Indenture dated as of April
25, 1956 (Exhibit 4-19 to Registration Statement No. 2-12443; Supplemental
Indenture dated as of March 15, 1960 (Exhibit 2-23 to Registration Statement No.
2-16193; Supplemental Indenture dated as of July 15, 1967 (Exhibit 4-29 to
Registration Statement No. 2-26918); Supplemental Indenture dated as of March 1,
1978 (Exhibit 4(b)(42) to Registration Statement No. 2-70860); Supplemental
Indenture dated as of June 15, 1980 (Exhibit 4(b)(46) to Registration Statement
No. 2-70860); Supplemental Indenture dated as of November 1, 1990 (Exhibit
4(b)(75) to Registration Statement No. 33-38093); Supplemental Indenture dated
as of October 1, 1991 (Exhibit 4(b)(77) to Registration Statement No. 33-47241);
Supplemental Indenture dated as of June 1, 1992 (Exhibit 4(b)(79) to
Registration Statement No. 33-59594); Supplemental Indenture dated as of August
1, 1992 (Exhibit 4(b)(81) to Registration Statement No. 33-59594); Supplemental
Indenture dated as of April 1, 1993 (Exhibit 4(b)(82) to Form 10-Q for quarter
ended March 31, 1993); Supplemental Indenture dated as of July 1, 1993 (Exhibit
4(b)(83) to Form 10-Q for quarter ended September 30, 1993); Supplemental
Indenture dated as of July 1, 1994 (Exhibit 4(b)(86) to 1994 Form 10-K);
Supplemental Indenture dated as of May 1, 1995 (Exhibit 4(87) to Form 10-Q for
quarter ended June 30, 1995); Supplemental Indenture dated as of March 20, 1996
(Exhibit 4(a)(39) to Registration Statement No. 33-49541); Supplemental
Indenture dated as of November 1, 1998 (Exhibit 4(b)(40) to 1999 Form
10-K) — Form of Indenture relating to the Senior Notes dated June 30, 1998 (Exhibit
4(a)(41) to Registration Statement No. 33-49541) |
| --- | --- | --- | --- |
| | | c. | Indenture, dated as of May 12, 2000, with The Bank of New York, a New York
banking corporation, as Trustee (Exhibit 1.2 to Form 8-K dated May 9, 2000);
First Supplemental Indenture, dated as of May 12, 2000, (Exhibit 1.3 to Form 8-K
dated May 9, 2000); Form of Second Supplemental Indenture (Exhibit 1.2 to Form
8-K dated September 25, 2001) |
| | | d. | Supplemental Indenture, dated as of May 1, 2003, between Niagara Mohawk
Power Corporation and HSBC Bank USA, as Trustee (Exhibit 4(e)(1) to Niagara
Mohawk Annual Report on Form 10-K for year ending March 31, 2003, File No.
1-2987); First Supplemental Participation Agreement, dated as of May 1, 2003,
between New York State Energy Research and Development Authority and Niagara
Mohawk Power Corporation relating to $100,000,000 Pollution Control Revenue
Bonds, 1985 Series A (Exhibit 4(e)(2) to Niagara Mohawk Annual Report on Form
10-K for year ending March 31, 2003, File No. 1-2987); First Supplemental
Participation Agreement, dated as of May 1, 2003, between New York State Energy
Research and Development Authority and Niagara Mohawk Power Corporation relating
to $37,500,000 Pollution Control Revenue Bonds, 1985 Series B (Exhibit 4(e)(3)
to Niagara Mohawk Annual Report on Form 10-K for year ending March 31, 2003,
File No. 1-2987); First Supplemental Participation Agreement, dated as of May 1,
2003, between New York State Energy Research and Development Authority and
Niagara Mohawk Power Corporation relating to $37,500,000 Pollution Control
Revenue Bonds, 1985 Series C (Exhibit 4(e)(4) to Niagara Mohawk Annual Report on
Form 10-K for year ending March 31, 2003, File No. 1-2987); First Supplemental
Participation Agreement, dated as of May 1, 2003, between New York State Energy
Research and Development Authority and Niagara Mohawk Power Corporation relating
to $50,000,000 Pollution Control Revenue Bonds, 1986 Series A (Exhibit 4(e)(5)
to Niagara Mohawk Annual Report on Form 10-K for year ending March 31, 2003,
File No. 1-2987); Second Supplemental Participation Agreement, dated as of May
1, 2003, between New York State Energy Research and Development Authority and
Niagara Mohawk Power Corporation relating to $25,760,000 Pollution Control
Revenue Bonds, 1987 Series A (Exhibit 4(e)(6) to Niagara Mohawk Annual Report on
Form 10-K for year ending March 31, 2003, File No. 1-2987); Second Supplemental
Participation Agreement, dated as of May 1, 2003, between New York State Energy
Research and Development Authority and Niagara Mohawk Power Corporation relating
to $93,200,000 Pollution Control Revenue Bonds, 1987 Series B (Exhibit 4(e)(7)
to Niagara Mohawk Annual Report on Form 10-K for year ending March 31, 2003,
File No. 1-2987); and Second Supplemental Participation Agreement, dated as of
May 1, 2003, between New York State Energy Research and Development Authority
and Niagara Mohawk Power Corporation relating to $69,800,000 Pollution Control
Revenue Bonds, 1988 Series A (Exhibit 4(e)(8) to Niagara Mohawk Annual Report on
Form 10-K for year ending March 31, 2003, File No. 1-2987) |
| | | e. | Supplemental Indenture, dated as of December 1, 2003, between Niagara
Mohawk Power Corporation and HSBC Bank USA, as Trustee (Exhibit 4(e)(9) to
Niagara Mohawk Annual Report on Form 10-K for year ending March 31, 2004, File
No. 1-2987); and First Supplemental Participation Agreement, dated as of
December 1, 2003, between New York State Energy Research and Development
Authority and Niagara Mohawk Power Corporation relating to $45,600,000 Pollution
Control Refunding Revenue Bonds, 1991 Series A (Exhibit 4(e)(10) to Niagara
Mohawk Annual Report on Form 10-K for year ending March 31, 2004, File No.
1-2987) |
| | | f. | Supplemental Indenture, dated as of May 1, 2004, between Niagara Mohawk
Power Corporation and HSBC Bank USA, as Trustee (Exhibit 4(e)(11) to Niagara
Mohawk Annual Report on Form 10-K for year ending March 31, 2004, File No.
1-2987); and Participation Agreement, dated as of May 1, 2004, between New York
State Energy Research and Development Authority and Niagara Mohawk Power
Corporation relating to Pollution Control Revenue Bonds, 2004 Series A (Exhibit
4(e)(12) to Niagara Mohawk Annual Report on Form 10-K for year ending March 31,
2004, File No. 1-2987) |
| D. | Tax Allocation Agreement | | |
| | 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 (Exhibit D.3 to National Grid Group 2002 Form
U5S) | | |
| E. | Other Documents | | |
| | 1. | Schedule showing Money Pool investments for year ended March 31, 2004 (See
request number 6, Certificate of Notification (Rule 24) filed June 29, 2005,
file nos. 70-9849, 70-10067) | |
| | 2. | Information on certain transactions (see Item 9A) | |
| F. | Supporting Schedules | | |
| | N/A | | |
| G. | Organizational Chart | | |
| | Organizational chart showing FUCOs (filed herewith) | | |
| H. | Financial Statements of FUCOs | | |
| | (See Supplements A-3 and A-4) | | |

SIGNATURES

Each undersigned system company has duly caused this annual report 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. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

	NATIONAL GRID PLC
	NATIONAL GRID (US) HOLDINGS LIMITED
	NATIONAL GRID (US) INVESTMENTS 4
	NATIONAL GRID (US) PARTNER 1 LIMITED
	NATIONAL GRID (US) PARTNER 2 LIMITED
	NATIONAL GRID HOLDINGS INC.
	NATIONAL GRID USA
	/s/ John G. Cochrane
Date: July 28, 2005	By:
	John G. Cochrane Senior Vice President, National Grid USA
	NATIONAL GRID GENERAL PARTNERSHIP
	By its general partner, National Grid US Partner (1) Limited
	/s/ John G. Cochrane
Date: July 28, 2005	By:
	John G. Cochrane Senior Vice President, National Grid USA
	By its general partner, National Grid US Partner (2) Limited
	/s/ John G. Cochrane
Date: July 28, 2005	By:
	John G. Cochrane Senior Vice President, National Grid USA

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National Grid PLC Annual Report 2005

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National Grid PLC — Annual Report 2005

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National Grid PLC Annual Report 2005