National Grid PLC - Regulatory Filings 2003

S-8 1 s8-2003.htm S-8 As filed on March 12, 2003

As filed with the Securities and Exchange Commission on March 12, 2003

Registration No. ___

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___ NATIONAL GRID TRANSCO PLC (formerly known as National Grid Group plc) (Exact name of Registrant as specified in its charter) ______

England and Wales (Jurisdiction of Incorporation 98-0367158 (I.R.S. Employer Identification No.)

1-3 Strand, London WC2N 5EH, England (Address of Principal Executive Offices) ___ National Grid Executive Share Option Plan 2002 National Grid Executive Share Option Plan 2000 National Grid Executive Share Option Scheme (Full Titles of the Plans) ___

Lawrence J. Reilly Senior Vice President and General Counsel National Grid USA 25 Research Drive Westborough, MA 01582 (508) 389-2000 John G. Cochrane Senior Vice President and Chief Financial Officer National Grid USA 25 Research Drive Westborough, MA 01582 (508) 389-2000

(Names, addresses and telephone numbers of agents for service)

Copies to:

Helen Mahy Company Secretary National Grid Transco plc 1-3 Strand London, WC2N 5EH England Kirk L. Ramsauer Deputy General Counsel National Grid USA 25 Research Drive Westborough, MA 01582

Calculation of Registration Fee

Title of — securities	Amount	Proposed — maximum	Proposed — maximum
being	to be	offering	aggregate	Amount of
registered(1)(2)	registered	price per share
(3)	offering
price	registration
fee
------------	---------	--------------	----------------	---------------
Ordinary
Shares of	100,000,000	$6.08	$608,300,000.00	$49,211.47
10 pence
each

| (1) | The 100,000,000 Ordinary Shares of National
Grid Transco plc each being registered hereby will be issuable upon exercises of
options granted to employees of National Grid Transco plc and its subsidiaries
in the United States pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the “Plans”). In addition to the 100,000,000
Ordinary Shares indicated above, pursuant to Rule 416 under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration
Statement also covers an indeterminate number of Ordinary Shares which may be
issuable pursuant to the Plans in respect of the shares covered hereby pursuant
to the operation of the anti-dilution and option readjustment provisions of the
Plans. |
| --- | --- |
| (2) | American Depositary Shares which may be issued
with respect to Ordinary Shares registered hereunder have been registered under
a separate Registration Statement on Form F-6. |
| (3) | The maximum offering price per share used to
calculate the registration fee with respect to the Ordinary Shares issuable upon
the exercise of options that may be granted in the future under the Plans was
estimated pursuant to Rule 457 under the Securities Act using the average of the
high and low prices per share of National Grid Transco plc American Depositary
Shares (each of which represents five Ordinary Shares) on the New York Stock
Exchange on March 10, 2003. |

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference . The following documents and information heretofore filed with the Securities and Exchange Commission (the Commission) by the Registrant are incorporated herein by reference:

| (a) | The Registrant's Annual Report on Form 20-F
filed on June 21, 2002 (the “Form 20-F”), pursuant to Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which includes audited financial statements for the year ended
March 31, 2002. |
| --- | --- |
| (b) | The Registrant's report of a foreign private
issuer on Form 6-K furnished on October 21, 2002, which includes a summary
description of the merger between National Grid Group plc and Lattice Group
plc. |
| (c) | The description of the Registrant's Ordinary
Shares as contained in its Registration Statement on Form 20-F filed on October
4 , 1999 , including any amendment filed for the purpose of updating
such description. |

All reports subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities . Not applicable. Item 5. Interests of Named Experts and Counsel . Ms. Smith holds options to purchase 192,349 ordinary shares of National Grid Transco plc under the National Grid Executive Share Option Scheme, the National Grid Executive Share Option Plan 2000 and the National Grid Executive Share Option Plan 2002. Ms. Smith also holds options for 5,110 ordinary shares of National Grid Transco plc under the National Grid Savings Related Share Option Scheme and The National Grid Group plc 1999 Savings Related Share Option Scheme. Ms. Smith also holds 30,725 shares beneficially (including shares acquired under The National Grid Group plc Share Matching Scheme and the National Grid Group plc Share Matching Plan 2002, which would attract matching awards totalling 3,885 shares if retained in accordance with the Scheme Rules). Item 6. Indemnification of Directors and Officers and Limitation of Liability Indemnification of Directors and Officers of National Grid Transco Article 162 of the Articles of Association of National Grid Transco provides as follows:

Subject to the Statutes [as defined in National Grid Transco's Articles of Association], the Company may indemnify any Director or other officer against any liability. Subject to those provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company and the Auditors shall be indemnified out of the assets of the Company against any liability incurred by him as a Director, other officer of the Company or as Auditor in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted or in connection with any application under the Statutes in which relief is granted to him by the court.

Section 310 of the Companies Act 1985 of the United Kingdom (as amended by Section 137 of the Companies Act 1989 of the United Kingdom) provides as follows:

Provisions exempting officers and auditors from liability

| (1) This section applies to any provision,
whether contained in a company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any person (whether an
officer or not) employed by the company as auditor from, or indemnifying him
against, any liability which by virtue of any rule of law would otherwise attach
to him in respect of any negligence, default, breach of duty or breach of trust
of which he may be guilty in relation to the company. |
| --- |
| (2) Except as provided by the following
subsection, any such provision is void. |
| (3) This section does not prevent a company |
| (a) from purchasing and maintaining for any
such officer or auditor insurance against any such liability;
or |
| (b) from indemnifying any such officer or
auditor against any liability incurred by him |

| (i) in defending any proceedings (whether
civil or criminal) in which judgment is given in his favour or he is acquitted,
or |
| --- |
| (ii) in connection with any application under
Section 144(3) or (4) (acquisition of shares by innocent nominee) or Section 727
(general power to grant relief in case of honest and reasonable conduct) in
which relief is granted to him by the court. |

Section 727 of the Companies Act 1985 of the United Kingdom provides as follows: 727. Power of court to grant relief in certain cases

| (1) If in any proceedings for negligence,
default, breach of duty or breach of trust against an officer of a company or a
person employed by a company as auditor (whether he is or is not an officer of
the company) it appears to the court hearing the case that that officer or
person is or may be liable in respect of the negligence, default, breach of duty
or breach of trust, but that he has acted honestly and reasonably, and that
having regard to all the circumstances of the case (including those connected
with his appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either wholly or
partly, from his liability on such terms as it thinks fit. |
| --- |
| (2) If any such officer or person as
above-mentioned has reason to apprehend that any claim will or might be made
against him in respect of any negligence, default, breach of duty or breach of
trust, he may apply to the court for relief; and the court on the application
has the same power to relieve him as under this section it would have had if it
had been a court before which proceedings against that person for negligence,
default, breach of duty or breach of trust had been brought. |
| (3) Where a case to which subsection (1)
applies is being tried by a judge with a jury, the judge, after hearing the
evidence, may, if he is satisfied that the defendant or defender ought in
pursuance of that subsection to be relieved either in whole or in part from the
liability sought to be enforced against him, withdraw the case in whole or in
part from the jury and forthwith direct judgment to be entered for the defendant
or defender on such terms as to costs or otherwise as the judge may think
proper. |

Insurance and Agreements The Registrant has not entered into indemnity agreements with its directors and officers. National Grid Transco provides officers' and directors' insurance to its officers and directors. Item 7. Exemption from Registration Claimed . Not applicable. Item 8. Exhibits .

| Exhibit 4A | Memorandum and Articles of Association of
National Grid Group plc, incorporated by reference to Exhibit 1 of the
Registrant's 2002 Form 20-F, filed on June 21, 2002, File No.
1-4315 |
| --- | --- |
| Exhibit 4B | National Grid Executive Share Option Plan
2002, incorporated by reference to Exhibit 4(c) of the Registrant’s 2002
Form 20-F filed on June 21, 2002, File No. 1-4315 |
| Exhibit 4C | National Grid Executive Share Option Plan
2000, incorporated by reference to Exhibit 4C of the Registrant’s Form S-8
Registrant Statement filed on July 26, 2001, File No.
333-65968 |
| Exhibit 4D | National Grid Executive Share Option Scheme,
incorporated by reference to Exhibit 4D of the Registrant’s Form S-8
Registration Statement filed on July 26, 2001, File No.
333-65968 |
| Exhibit 5 | Opinion and Consent of Fiona B. Smith, General
Counsel of the Registrant |
| Exhibit 23 | Consent of PricewaterhouseCoopers re 20-F
financial statements |
| Exhibit 24 | Powers of Attorney of the
Directors |

Item 9. Undertakings . The undersigned Registrant and, where applicable, the Plans, hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

| (i) | To include any prospectus required by Section
10(a)(3) of the Securities Act; |
| --- | --- |
| (ii) | To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b)( § 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement; |
| (iii) | To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; |

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions discussed in item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, as of the 12th day of March, 2003.

| NATIONAL GRID TRANSCO
PLC |
| --- |
| By: /s/ Roger Urwin |
| Roger Urwin, Group Chief
Executive |

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated.

| Principal Executive
Officer: /s/ Roger
Urwin Roger Urwin, Group Chief
Executive Date: March 12,
2003 Principal Financial
Officer and Principal Accounting
Officer: /s/ Stephen
Lucas Stephen Lucas Group Finance
Director Date: March 12,
2003 Authorized U.S.
Representative of the
Registrant: /s/ Lawrence J.
Reilly Lawrence J. Reilly General Counsel, National Grid
USA Date: March 7,
2003 |
| --- |
| * Helen Mahy, the undersigned
attorney-in-fact, by signing her name hereto, does execute this Registration Statement
on behalf of the above-named Directors as of the 12th day of March, 2003,
pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration
Statement. /s/ Helen Mahy Attorney-in-Fact |

EXHIBIT INDEX

Exhibit 5

March 12, 2003 National Grid Transco plc 1-3 Strand London, WC2N 5EH England Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am General Counsel for National Grid Transco plc (the "Company"), a corporation organized under the laws of England and Wales and have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about March 12, 2003 in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act") of 100,000,000 shares of the Company's Ordinary Shares, with a per share par value of 10 pence (the "Shares"), reserved for issuance under the National Grid Executive Share Option Plan 2002, the National Grid Executive Option Plan 2000 and the National Grid Executive Share Option Scheme (collectively the "Plans"). As such counsel, I have examined the Memorandum and Articles of Association of the Company, the Plans and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinion expressed herein, and am familiar with the proceedings proposed to be taken by the Company in connection with the operation and administration of the Plans and the sale and issuance of the Shares pursuant to the Plans. It is my opinion that the Shares, when issued and sold in the manner referred to in the Plans, will be legally and validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of England and Wales. I consent to the use of this opinion as an Exhibit to the Registration Statement. Sincerely, /s/ Fiona B. Smith Fiona B. Smith General Counsel

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 29 May 2002 relating to the financial statements of National Grid Group plc (now re-named National Grid Transco plc), which appears in National Grid Group plc’s Annual Report on Form 20-F for the year ended 31 March 2002. /s/ PricewaterhouseCoopers PricewaterhouseCoopers London, UK 12 March 2003

Exhibit 24

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, EDWARD ASTLE, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

| 1. | I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans. |
| --- | --- |
| 2. | I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney. |
| 3. | I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation. |
| 4. | This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it. |
| 5. | I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it. |

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by EDWARD ASTLE in the presence of: ) ) ) /s/ Edward Astle

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, JOHN ALBERT MARTIN GRANT, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by JOHN ALBERT MARTIN GRANT in the presence of: ) ) ) /s/ John Albert Martin Grant

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, KENNETH GEORGE HARVEY, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by KENNETH GEORGE HARVEY ) in the presence of: ) ) ) /s/ Kenneth George Harvey

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, STEVEN HOLLIDAY, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by STEVEN HOLLIDAY in the presence of: ) ) ) /s/ Steven Holliday

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, PAUL JOSKOW, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by PAUL JOSKOW in the presence of: ) ) ) /s/ Paul Joskow

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, STEPHEN CHARLES BURRARD LUCAS, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by STEPHEN CHARLES BURRARD LUCAS in the presence of: ) ) ) /s/ Stephen Charles Burrard Lucas

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, SIR JOHN PARKER, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by SIR JOHN PARKER in the presence of: ) ) ) /s/ Sir John Parker

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, STEPHEN RAYMOND PETTIT, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by STEPHEN RAYMOND PETTIT in the presence of: ) ) ) /s/ Stephen Raymond Pettit

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, JAMES HOOD ROSS, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by JAMES HOOD ROSS in the presence of: ) ) ) /s/ James Hood Ross

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, RICHARD SERGEL, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by RICHARD SERGEL in the presence of: ) ) ) /s/ Richard Sergel

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, ROGER JOHN URWIN, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by ROGER JOHN URWIN in the presence of: ) ) ) /s/ Roger John Urwin

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

DIRECTOR'S POWER OF ATTORNEY

NATIONAL GRID TRANSCO PLC (THE "COMPANY")

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION

OF ORDINARY SHARES OF THE COMPANY

TO BE ISSUED PURSUANT TO

THE NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2002,

NATIONAL GRID EXECUTIVE SHARE OPTION PLAN 2000

AND NATIONAL GRID EXECUTIVE SHARE OPTION SCHEME

(THE "REGISTRATION")

I, JOHN BRYAN WYBREW, BEING A DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise the Company Secretary or any director for the time being of the Company (any such person acting in such capacity being hereinafter called "my Attorney") to be my lawful attorney in connection with the Registration on the following basis:

IN WITNESS of which this power of attorney has been executed as a deed on 21 February 2003.

SIGNED as a deed by JOHN BRYAN WYBREW in the presence of: ) ) ) /s/ John Bryan Wybrew

Witness Signature Name Address Occupation /s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary

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National Grid PLC Regulatory Filings 2003

4816_rf_2003-03-12_f0e2f4b2-8f49-4e8f-80ad-c192dcc3416e.zip

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National Grid PLC — Regulatory Filings 2003

4816_rf_2003-03-12_f0e2f4b2-8f49-4e8f-80ad-c192dcc3416e.zip

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National Grid PLC Regulatory Filings 2003