EX-4.C.11






EXHIBIT 4(c).11




	 	 	 
	

	 	Sir John Parker FREng

Chairman
	
14 May 2008
Mr P. Aiken


Flat 12,

36 Sloane Court West


London

SW3 4TB

	 	D: +44 (0) 20 7004 3010

F: +44 (0) 20 7004 3012

M: +44 (0) 7831 496201

john.parker@ngrid.com






Dear Philip,



I am delighted to advise that the Board has confirmed your appointment as a Non-executive Director
of National Grid plc (the ‘Company’) with effect from
15 May 2008. This letter sets out the terms of your appointment and it is agreed that this is a
contract for services and not a contract of employment.



Appointment

Your appointment, commencing on 15 May 2008, will be subject to your re-election by shareholders at
the Company’s AGM on 28 July 2008, following which the first term of your appointment will run to
the Company’s AGM in 2011, unless otherwise terminated earlier in accordance with the Company’s
Articles of Association or by and at the discretion of either party upon one month’s written
notice. Continuation of your contract of appointment is contingent on satisfactory performance and
re-election by shareholders at forthcoming AGMs. In the event that shareholders do not support your
appointment or other shareholder action terminates your appointment you will not be entitled to
receive damages for breach of contract. As you know, it is Board policy that Non-executive
Directors are typically expected to serve two three-year terms; any extension to this is subject to
review by the Nominations Committee (prior to making recommendations to the Board) in the light of
good corporate governance policy at the time.



Time Commitment

Overall we anticipate a time commitment of approximately 2-21/2 days on
average per month, after the induction phase, taking into account reading and preparation time for
Board and Committee meetings. This will include attendance at Board meetings (estimated 10
scheduled meetings per year including a Board strategy session, of which currently 3 are held in
the US) plus ad hoc and emergency meetings, the AGM, any extraordinary general meetings and at
least one site visit each year. It is planned that certain Board meetings will be held at the
Company’s operational sites (in the UK and US).



By confirming this appointment, you have agreed that you are able to allocate sufficient time to
meet the expectations of your role including appropriate preparation time. The agreement of the
Chairman should be sought before accepting additional commitments that might affect the time you
are able to devote to your role as a Non-executive Director of the Company.



You should also have regard to your duties as a Director in light of the UK Companies Act, UK
Listing Authority Rules and Combined Code and obligations arising as a result of the Company having
an ADR programme listed on the New York Stock Exchange, as set out in the relevant section of




National Grid plc §
 Registered Office 1-3 Strand London WC2N 5EH

Registered in England and Wales No. 4031152




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the Directors’ Information Pack. You will also be subject to the Company’s Share Dealing Code, also
set out in the Information Pack.



Role

All Directors, Non-executive and Executive, have the same general legal responsibilities to the
Company. The Board as a whole is collectively responsible for promoting the success of the Company
for the benefit of its members by directing and supervising the Company’s affairs. The Board:





	 	•	 	provides effective business leadership of the Company within a framework of prudent
and effective controls which enable risk to be assessed and managed;
	 
	 	•	 	sets the Company’s strategic aims, ensures that the necessary financial and human
resources are in place for the Company to meet its objectives, and reviews management
performance; and
	 
	 	•	 	sets the Company’s values and standards and ensures that its obligations to its
shareholders and others are understood and met.





In addition to these requirements of all Directors, the role of the Non-executive Director has the
following key elements:




	 	•	 	Strategy: Non-executive Directors should constructively challenge and contribute to
the development of strategy;
	 
	 	•	 	Performance: Non-executive Directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting of
performance;
	 
	 	•	 	Risk: Non-executive Directors should satisfy themselves that the financial function
of the Company is professionally managed and that financial controls and systems of
risk management are robust and defensible; and
	 
	 	•	 	People: Non-executive Directors are responsible for determining appropriate levels
of remuneration for Executive Directors and have a prime role in appointing, and where
necessary removing, senior management and in succession planning.





Committees

This letter refers to your appointment as a Non-executive Director of the Company. You have also
been requested to serve on the Audit and Risk and Responsibility Committees of the Board.



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Fees

You will be paid an annual retainer fee of £45,000 gross per annum which will be paid monthly in
arrears. You will also be entitled to attendance fees of £1,500 for each Board meeting held in your
country of residence (UK) and £4,000 for each overseas meeting.



In addition, the attendance fee is intended to cover your attendance at any meetings of Committees
of which you are a member. You will not receive any additional fees for membership of, or
attendance at, any ad hoc Board Committee meetings. For the avoidance of doubt, home country
attendance fees will be payable where you attend a meeting by telephone or video conference or
other such means.



The Company will reimburse you for all reasonable and properly documented expenses you incur in
performing the duties of your office. The Board shall review the above fees from time to time and
they are therefore subject to change. All fees and payments will be made subject to any deductions
required to be made by the Company.



Outside interests

It is accepted and acknowledged that you have business interests other than those of the Company
and have declared any conflicts that are apparent at present. In the event that you become aware of
any potential conflicts of interest, these should be disclosed to the Chairman and/or Group Company
Secretary and General Counsel as soon as apparent.



Independence

The Board has determined you to be independent according to the provisions of the Combined Code.



If you become aware of anything that may affect this determination of independence, this should be
disclosed to the Chairman and/or Group Company Secretary and General Counsel as soon as apparent.



Confidentiality

You will, naturally, during your appointment and following its termination not disclose or
communicate to any person (except as required by law or in the course of the proper performance of
your duties, or with the consent of the Board) nor use for your own account or advantage any
confidential information relating to the Company or any of its subsidiaries or associate companies
which you obtained during your appointment or otherwise.



You will be required to return all papers containing confidential information on termination of the
appointment.



Your attention is also drawn to the requirements under both legislation and regulation as to the
disclosure of ‘price sensitive’ information. Consequently you should avoid making any statements
that might risk a breach of these requirements without prior clearance from the Chairman or Company
Secretary and General Counsel.



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Induction

You will be provided with an induction to the Company and its businesses and detailed information
on a variety of areas and in addition have been provided a Directors’ Information Pack. We will
also arrange for various site visits and meetings with senior and middle management and the
Company’s advisors. We will also arrange for you to meet major investors, as appropriate.



Should you feel you require additional information on any area please contact the Company Secretary
and General Counsel to arrange this.



Review Process

The performance of individual Directors, the Board and Board Committees is evaluated annually. If,
in the interim, there are any matters which cause you concern in relation to your role you should
discuss them with the Chairman as soon as is appropriate.



Insurance

The Company has Directors’ and Officers’ liability insurance and it is intended to maintain such
cover for the full term of your appointment. A summary of the cover is included in your Directors’
Information Pack.



Indemnity

The Articles of Association of the Company and legislation in the UK allow the Company to indemnify
Directors in relation to any legal or regulatory action taken against them (either actual or
threatened) as may arise by virtue of their position in the Company. Such indemnity shall indemnify
you against expenses (including legal fees) actually and reasonably incurred by you in connection
with such action, suit or proceeding and against judgements, fines and amounts paid in settlement
in connection with such action, suit or proceeding to the fullest extent permitted. Such right of
indemnification shall be without prejudice to any other rights which you may be entitled.



To enable the full extent of this indemnity to apply to you, please sign the attached deeds of
indemnity and return both copies to me. One copy will be returned to you in due course.



Independent Professional Advice

Occasions may arise when you consider that you need independent professional advice in the
furtherance of your duties as a Director. Please advise either the Chairman or the Company
Secretary and General Counsel should you wish to seek such advice. The Company will reimburse the
full cost of expenditure incurred in respect of such advice.



Governing Law

The agreement contained in this letter shall be governed by, and construed in accordance with,
English law and shall be subject to the exclusive jurisdiction of the English courts.



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Entire Agreement

This appointment letter represents the entire understanding, and constitutes the whole agreement,
in relation to the Appointment and supersedes any previous agreement between yourself and the
Company with respect thereto.



On a personal level, I am delighted that you have agreed to accept this appointment to the Board of
National Grid plc and I look forward to our building a good working relationship.



Yours sincerely,



/s/ John
Parker



Sir John Parker

Chairman




	 	 	 	 	 
	Agreed and accepted by:

 	 	 
	/s/ Philip Aiken	 	 
	Philip Aiken 	 	 




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