EXHIBIT 4(c).20
     SERVICE AGREEMENT
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(1)
    
    NATIONAL GRID plc incorporated in the UK with registered number 04031152 whose registered
office is at 1-3 Strand, London WC2N 5EH (the Company); and(2)
    
    ANDREW ROBERT JOHN BONFIELD of Dalkeith House, Shrubbs Hill Lane, Sunningdale, Berkshire SL5
0LD (the Executive).
  1
    
    InterpretationIn this agreement (and any schedules to it):
 1.1
    
    Definitions
 Board means the board of directors of the Company at any time or any person or committee
nominated by the board of directors as its representative for the purposes of this
agreement;Employment means the employment governed by this agreement;Group means the Company, its ultimate holding company from time to time and the Companys
associates (as defined in section 435 of the Insolvency Act 1986) from time to time;Group Company means a member of the Group and Group Companies will be interpreted
accordingly;holding company has the meaning given in section 1159 of the Companies Act 2006;Listing Rules means the listing rules made by the Financial Services Authority in exercise
of its functions as a competent authority pursuant to Part VI of the Financial Services and
Markets Act 2000; andTermination Date means the date on which the Employment terminates.
 2
    
    Commencement of Employment2.1
    
    The Employment will start on 1 November 2010 or if later, the date upon which the
conditions set out in clause 2.3 are satisfied (the Commencement Date). The Employment will
continue until termination in accordance with the provisions of this agreement.2.2
    
    The Executive warrants that he is not prevented from taking up the Employment or
from performing his duties in accordance with the terms of this agreement by any obligation or
duty owed to any other party, whether contractual or otherwise.2.3
    
    The commencement of the Employment is conditional upon the satisfaction of the
following conditions:
 2.3.1
    
    the Executive undergoing a medical examination with a medical practitioner
nominated by the Company, the results of which are satisfactory to the Company;2.3.2
    
    the Executive having the right to live and work in the United Kingdom and
providing, and allowing the Company to retain, a copy of such evidence as may be
required to demonstrate that he has such a right; and
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2.3.3
    
    completion of appropriate background checks, the results of which are
satisfactory to the Company.
 2.4
    
    In the event that the conditions set out in clause 2.3 above are not satisfied, the
offer of the Employment will lapse.
 3
    
    Appointment and Duties of the Executive
 3.1
    
    The Executive will serve as Finance Director or in any other executive capacity as
the Executive and the Company may agree from time to time.
 3.2
    
    The Executive will:
 3.2.1
    
    devote the whole of his time, attention and skill to the Employment;3.2.2
    
    properly perform his duties and exercise his powers;3.2.3
    
    accept any offices or directorships as reasonably required by the Board;3.2.4
    
    comply with all rules and regulations issued by the Company as amended from
time to time, including without limitation, the Code of Employee Conduct and the
Standards of Ethical Business Conduct;3.2.5
    
    obey the directions of the Board; and3.2.6
    
    use his best endeavours to promote the interests and reputation of every Group Company.
 3.3
    
    The Executive accepts that with his consent (which he will not unreasonably withhold or delay):
 3.3.1
    
    the Company may require him to perform duties for any other Group Company
whether for the whole or part of his working time. In performing those duties clause
3.2.4 will apply as if references to the Company are to the appropriate Group Company.
The Company will remain responsible for the payments and benefits he is entitled to
receive under this agreement; and3.3.2
    
    the Company may appoint any other person to act jointly with him; and3.3.3
    
    the Company may transfer the Employment to any other Group Company.
 3.4
    
    The Executive will keep the Board (and, where appropriate the board of directors of
any other Group Company) fully informed of his conduct of the business, finances or affairs of
the Company or any other Group Company in a prompt and timely manner. He will provide
information to the Board in writing if requested.3.5
    
    The Executive will promptly disclose to the Board full details of any wrongdoing by
any employee of any Group Company where that wrongdoing is material to that employees
employment by the relevant company or to the interests or reputation of any Group Company.3.6
    
    At any time during the Employment the Company may require the Executive to undergo
a medical examination by a medical practitioner appointed by the Company. The Executive
authorises that medical practitioner to disclose to the Company any report or test results
prepared or obtained as a result of that examination and to discuss with it any matters
arising out of the examination which are relevant to the Employment or which might prevent the
Executive properly performing the duties of the Employment.
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3.7
    
    The Executive is required to comply with the Companys policies and procedures
which may be amended or introduced from time to time, these are available on the Company
intranet. If there is any conflict between those polices and this agreement, the terms of this
agreement shall prevail.
 4
    
    Hours4.1
    
    The Executive will comply with the Companys normal hours of work and will also
work any additional hours which may be reasonably necessary to perform his duties to the
satisfaction of the Board. He will not receive any further remuneration for any hours worked
in addition to the normal working hours.4.2
    
    The Executive and the Company agree that the Executive is a managing executive for the
purposes of the Working Time Regulations 1998 (the Regulations) and is able to determine the
duration of his working time himself. As such, the exemptions in Regulation 20 of the
Regulations will apply to the Employment.The Executive agrees to keep records of his working hours as reasonably required by the
Company from time to time in order to comply with its obligations under the Regulations.
 5
    
    Interests of the Executive
 5.1
    
    The Executive will disclose promptly in writing to the Board all his interests (for
example, shareholdings or directorships) whether or not of a commercial or business nature
except his interests in any Group Company. The Executives interests at the date of this
agreement are set out in Schedule 1.5.2
    
    Subject to clause 5.3, during the Employment the Executive will not be directly or
indirectly engaged or concerned in the conduct of any activity which is similar to or competes
with any activity carried on by any Group Company (except as a representative of the Company
or with the written consent of the Board).5.3
    
    The Executive may not hold or be interested in investments which amount to more
than three per cent of the issued investments of any class of any one company whether or not
those investments are listed or quoted on any recognised Stock Exchange or dealt in on the
Alternative Investments Market.5.4
    
    The Executive will (and will procure that his spouse and dependent children) comply
with all rules of law, including Part V of the Criminal Justice Act 1993, the Model Code as
set out in the annex to Chapter 9 of the Listing Rules as amended from time to time and rules
or policies applicable to the Company from time to time in relation to the holding or trading
of securities.
 6
    
    Location6.1
    
    The Executive will work at the principal office of the Company or anywhere else
within the United Kingdom required by the Board. He may be required to travel and work outside
the United Kingdom from time to time but, unless otherwise agreed with the Board, will not be
required to live outside the United Kingdom.
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7
    
    Base salary and Benefits7.1
    
    The Company will pay the Executive a base salary of £675,000 per annum. Base salary
will be paid in equal monthly instalments, partly in arrears and partly in advance, by bank
credit transfer on or about the 15th day of each month and will accrue from day to day. Base
salary will be reviewed annually. The review will usually take place in June, with the first
such review for the Executive being in June 2011.7.2
    
    The base salary referred to in clause 7.1 includes directors fees from the Group
Companies and any other companies in which the Executive is required to accept a directorship
under the terms of this Employment. To achieve this:
 7.2.1
    
    the Executive will repay any fees he receives to the Company; or7.2.2
    
    his base salary will be reduced by the amount of those fees; or7.2.3
    
    a combination of the methods set out in clauses 7.2.1 and 7.2.2 will be applied.
 7.3
    
    The Executive may, at the discretion of the Remuneration Committee, be invited to
participate in any bonus plan operated by the Company and as introduced or amended from time
to time. If so invited, the Executives participation in such bonus plan and the amount (if
any) payable under it will be at the discretion of the Remuneration Committee and/or in
accordance with the rules of any such plan in force from time to time. Participation in a
bonus plan for one year does not entitle the Executive to participation in any bonus plan for
any other year.7.4
    
    The Company will provide a car for the Executives use in accordance with the rules
of the Company car scheme, as amended, from time to time.7.5
    
    The Company provides membership of the Defined Contribution section of the
Companys pension scheme (the Scheme) subject to its trust deed and the rules of the Scheme
as amended from time to time.
 7.5.1
    
    The Scheme is not contracted out of the second tier of the State Pension.
The Executive may choose to contract out using a personal pension and/or stakeholder
pension.7.5.2
    
    The minimum personal standard contribution by the Executive to the Scheme
is 2% of base salary. The Company will match this contribution on a 2:1 basis up to
certain limits, currently up to 10% of base salary, based upon the Executive making a
personal contribution of 5% of base salary. The contribution rate required from the
Executive and the contribution paid by the Company may be varied by the Company at any
time in accordance with the rules of the Scheme.7.5.3
    
    In addition, the Executive will receive a cash payment of up to 30% of base
salary less the Company contribution paid to the Scheme. Therefore, if the Executive
makes a personal contribution to the Scheme of 2% of base salary, the Company will make
a contribution of 4% of base salary to the Scheme and a cash payment of 26% of base
salary to the Executive. Any such cash payment will be in lieu of additional pension
benefits and will be paid in equal monthly instalments at the same time as the
Executives base salary is paid. This payment will be subject to any deductions the
Company is required to make.7.5.4
    
    The Executive can choose where his contributions are invested from the
range of available options set by the trustees of the Scheme.
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7.5.5
    
    For more information on the Scheme the Executive should refer to the
leaflet An introductory guide to the Defined Contribution (DC) Section.7.5.6
    
    The Scheme may be terminated or amended at any time in accordance with the
trust deed and rules or legislation that governs it. The Company is not required to
provide a replacement scheme or compensation if the Scheme or cash benefit in lieu of
the Scheme is terminated or amended.
 7.6
    
    Subject to the arrangements regarding holiday which are set out at clause 7.9 below
and which take precedence, the Executive is eligible to participate in the Companys flexible
benefits scheme as introduced or amended from time to time, currently Your Flexible
Benefits, which provides access
to a range of optional benefits. The Executive should note that some of the benefits
provided under the scheme may be taxable benefits. The Executive should note the range of
flexible benefits offered and the flexible benefits package itself does not form part of the
Executives contract of employment and the Company reserves the right, at any time, to
withdraw and/or amend the flexible benefits scheme and the benefits provided under it at its
absolute discretion.7.7
    
    If the Executive complies with any eligibility requirements or other conditions set
by the Company and any insurer appointed by the Company (Insurer), the Executive and his
spouse and children under 21 years of age who reside with the Executive or in full time
education up to the age of 24 may participate in the Companys private health insurance
arrangements at the Companys expense and subject to the terms of those arrangements in force
from time to time. The Company reserves the right at any time to withdraw this benefit or to
amend the terms upon which it is provided. The Executive understands and agrees that if the
Insurer fails or refuses to provide him with any benefit under the insurance arrangement
provided by the Company, the Executive will have no right of action against the Company in
respect of such failure or refusal.7.8
    
    The Executive is entitled to 28 days paid holiday each year (in addition to
English bank and other public holidays) subject to any election the Executive may choose to
make pursuant to the Companys flexible benefits scheme. Any election the Executive may choose
to make pursuant to the Companys flexible benefits scheme to increase his holiday entitlement
will be subject to prior Board or Chief Executive approval. All holiday must be taken at times
approved in advance by the Board or by the Chief Executive. The Executives holiday year
commences in the month of his birth and ends on the preceding month in the following year.
Holidays may not be carried forward from one holiday year to the next without the Boards
prior approval. The Executive agrees the provisions of Regulations 15(1)-(4) inclusive of the
Regulations (dates on which leave is taken) do not apply to the Employment.Holiday entitlement will accrue from day to day. For part years, the Executives holiday
entitlement for the year will be pro-rated to the length of his service in that year. The
Executive will be paid for any accrued holiday not taken at the Termination Date unless the
Employment is terminated for gross misconduct or in accordance with clause 11.6. The Company
may require the Executive to take any accrued holiday during any notice period. If on the
Termination Date the Executive has exceeded his accrued holiday entitlement, the excess may
be deducted from any sums due to him. The formula for calculating the amount of holiday due
to the Executive and any payments or repayments to be made is 1/260 of the Executives
annual base salary.
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7.9
    
    The rules governing sickness absence are set out in the Companys Sickness Absence
Policy which is available on the intranet. The Executive must comply with these rules. Without
prejudice to any right of the Company to terminate the Employment at any time pursuant to
clause 11, if the Executive is absent from work as a result of sickness or injury then
provided that the rules are complied with, the Executive shall be entitled to sick pay in
accordance with the rules of the Company sick pay scheme as detailed below:
 7.9.1
    
    If the Executive has less than six months continuous service, an allowance
equal to base salary will be paid for a period of two weeks.7.9.2
    
    If the Executive has six months or more and less than twelve months
continuous service:
 (i)
    
    an allowance equal to base salary will be paid for a period of
one month;(ii)
    
    after the expiration of the one month period, an allowance
equal to half of base salary will be paid for a further period of two months.
 7.9.3
    
    If the Executive has at least twelve months continuous service:
 (i)
    
    an allowance equal to base salary will be paid for the first
six months of such absence;(ii)
    
    after the expiration of the six month period, an allowance
equal to half of base salary will be paid for a further period of up to six
months.
 7.9.4
    
    The amount of any benefit which the Executive is entitled to claim during
that period of absence under any Social Security or National Insurance Scheme in
England and Wales and/or any scheme of which the Executive is a non-contributory member
by virtue of the Employment will be deducted from any base salary paid to him. The
Company will pay the Executive statutory sick pay under the Social Security
Contributions and Benefits Act 1992 (as amended) (SSP) and any base salary paid to
him will be deemed to include statutory sick pay. The Company reserves the right to
offset the amount of these benefits against base salary paid to the Executive even if
the Executive has not recovered them.7.9.5
    
    Any sick pay or allowances in excess of SSP paid after the end of the
periods referred to above is entirely at the Companys discretion.
 7.10
    
    If the Executive is absent from work due to sickness or injury which is caused by
the fault of another person, and as a consequence recovers from that person or another person
any sum representing compensation for loss of base salary under this agreement, the Executive
will repay to the Company any money it has paid to him as base salary in respect of the same
period of absence.7.11
    
    The Company will reimburse the Executive reasonable expenses (capped at £40,000
per annum) incurred in using a driver for home to office base location travel. This is a
taxable benefit. The expense will be reimbursed on a monthly basis and will be dependent upon
the Executive providing receipts or other documents as proof that he has incurred the expense.
 8
    
    Expenses8.1
    
    The Company will refund to the Executive all reasonable expenses properly incurred
by him in performing his duties under this agreement, provided that these are incurred in
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accordance with Company policy in force from time to time. The Company will require the
Executive to produce receipts or other documents as proof that he has incurred any expenses he
claims.8.2
    
    If the Executive is provided with a credit or charge card by the Company this must
normally be used for expenses which he incurs in performing the duties of the Employment. It
may be used for personal expenses only in exceptional circumstances.9
    
    Confidentiality9.1
    
    Without prejudice to the common law duties which he owes to the Company the
Executive agrees that he will not, except in the proper performance of his duties, copy, use
or disclose to any person any of the Companys trade secrets or confidential information. This
restriction will continue to apply after the termination of the Employment without limit in
time but will not apply to trade secrets or confidential information which become public other
than through unauthorised disclosure by the Executive. The Executive will use his best
endeavours to prevent the unauthorised copying use or disclosure of such information.For the purposes of this agreement, trade secrets and confidential information include
but will not be limited to technical data, know-how, information technology and know-how
relating to the Company, customer lists, pricing information, information relating to the
Companys marketing and financial strategies, marketing materials, financial information and
any other information
concerning the affairs of the Company which is for the time being confidential, which the
Executive is told is confidential or which by its nature is obviously confidential and
whether such information is in written, oral, visual, electronic or any other form.9.2
    
    In the course of the Employment the Executive is likely to obtain trade secrets and
confidential information belonging or relating to other Group Companies and other persons. He
will treat such information as if it falls within the terms of clause 9.1 and clause 9.1 will
apply with any necessary amendments to such information. If requested to do so by the Company
the Executive will enter into an agreement with other Group Companies and any other persons in
the same terms as clause 9.1 with any amendments necessary to give effect to this provision.9.3
    
    Nothing in this agreement will prevent the Executive from making a protected
disclosure in accordance with the provisions of the Employment Rights Act 1996.10
    
    Intellectual Property RightsFor the purposes of this clause, Intellectual Property means patents, trade marks, service
marks, registered designs (including applications for and rights to apply for any of them),
inventions, unregistered design rights, logos, trade or business names, copyrights, database
rights, confidential information, knowhow and any similar rights in any country.
 10.1
    
    The Executive acknowledges that (i) it is part of his normal duties to develop the
products and services of the Company; and (ii) because of the nature of his position he has a
special obligation to further the interests of the Company. All Intellectual Property which
the Executive develops or produces in the course of his employment duties, or outside such
duties but relating to the business of the Company, will be owned by the Company to the
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fullest extent permitted by law. The Executive agrees, at the Companys expense, to sign all
documents and carry out all such acts as will be necessary to vest such Intellectual Property
in the Company, and to obtain protection and enforce the Companys rights anywhere in the
world. The Executive also hereby waives all moral rights in all Intellectual Property which
is owned by the Company, or will be owned by the Company, further to this clause. The
Executive will not copy, disclose or make use of any Intellectual Property belonging to the
Company (whether or not subject to this clause) except to the extent necessary for the proper
performance of his duties. Rights and obligations under this clause will continue after the
termination of this agreement in respect of all Intellectual Property arising during the
Employment.
 10.2
    
    The Executive must disclose immediately to the Company any discovery or invention,
secret process or improvement in procedure made or discovered by the Executive during his
employment in connection with or in any way affecting or relating to the business of the
Company or any Group Company or capable of being used or adapted for use in or in connection
with any such company (Inventions) which Inventions will belong to and be the absolute
property of the Company or such other person, firm, company or organisation as the Company may
require.10.3
    
    If requested by the Board (whether during or after the termination of his
employment) the Executive will, at the expense of the Company, apply or join in applying for
letters patent or other similar protection in the United Kingdom or any other part of the
world for all Inventions and will do everything necessary (including executing documents) for
vesting letters patent or other similar protection when obtained; and all rights and title to
and interest in all Inventions in the Company absolutely and as sole beneficial owner or in
such other person, firm, company or organisation as the Company may require.10.4
    
    The Executive will (both during and after the termination of his employment) at
the Companys expense anywhere in the world and at any time promptly do everything (including
executing documents) that may be required by the Board to defend or protect for the benefit of
the Company all Inventions and the right and title of the Company to them.10.5
    
    The provisions of clause 10.1 to 10.4 (inclusive) are without prejudice to the
provisions of the Patents Act 1977.10.6
    
    The entire copyright and all similar rights (including future copyright, the right
to register trade marks or service marks and the right to register designs and design rights)
throughout the world in works of any description produced by the Executive in the course of or
in connection with his employment (Works) will vest in and belong to the Company absolutely
throughout the world for the full periods of protection available in law including all
renewals and extensions.10.7
    
    The Executive will (both during and after the termination of his employment) at
the Companys request and expense anywhere in the world and at any time promptly do everything
(including executing documents) that may be required by the Board to assure, defined or
protect the rights of the Company in all Works.10.8
    
    For the purposes of this clause 10 the Executive hereby irrevocably and
unconditionally waives in favour of the Company the moral rights conferred on the Executive by
Chapter IV Part 1 of the Copyright Designs and Patents Act 1988 in respect of any Inventions
or Works in which the copyright is vested in the Company under this clause 10 or otherwise.
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10.9
    
    The Executive will not make copies of any computer files belonging to any Group
Company or their service providers and will not introduce any of his own computer files into
any computer used by any Group Company in breach of any Group Company policy, unless he has
obtained the consent of the Board.10.10
    
    By entering into this agreement the Executive irrevocably appoints the Company to
act on his behalf to execute any document and do anything in his name for the purpose of
giving the Company (or its nominee) the full benefit of the provision of clause 10 or the
Companys entitlement under statute. If there is any doubt as to whether such a document (or
other thing) has been carried out within the authority conferred by this clause 10.10, a
certificate in writing (signed by any director or the secretary of the Company) will be
sufficient to prove that the act or thing falls within that authority.11
    
    Termination and Suspension11.1
    
    The Employment will continue until terminated by either party giving written
notice as set out in clause 11.2.11.2
    
    Either party may terminate the Employment by giving not less than 12 months
written notice to the other.11.3
    
    Notwithstanding the other provisions of this agreement and in particular clause
11.2, the Employment will terminate automatically on the Executives 65th birthday, subject
always to the Executives rights under the Employment Equality (Age) Regulations 2006.11.4
    
    The Company may at its sole and absolute discretion pay base salary alone (as
referred to in clause 7.1, at the rate in force at the time such payment is made) in lieu of
any unexpired period of notice (less any deductions the Company is required by law to make).
For the avoidance of doubt, the Executive is not entitled to participate in or benefit from
any severance, termination or redundancy plan operated by any member of the Group.11.5
    
    The Company may terminate the Employment by giving written notice to take
immediate effect whether or not the Executives entitlement to sick pay, contractual or
otherwise, has been exhausted if the Executive does not perform the duties of the Employment
for a period of 364 days (whether or not consecutive) in any period of 2 years. This notice
can be given whilst the Executive continues not to perform his duties or on expiry of the 364
day period. In this clause, days includes Saturdays, Sundays and public holidays.11.6
    
    The Company may terminate the Employment by giving written notice to take
immediate effect if the Executive:
 11.6.1
    
    has not performed his duties under this agreement to the standard required
by the Board; or11.6.2
    
    commits any serious or persistent breach of his obligations under this agreement; or11.6.3
    
    does not comply with any term of this agreement; or11.6.4
    
    does not comply with any lawful order or direction given to him by the Board; or11.6.5
    
    is guilty of any gross misconduct or conducts himself (whether in
connection with the Employment or not) in a way which is harmful to any Group Company;
or
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11.6.6
    
    is guilty of or confesses to dishonesty or is convicted of or confesses to
an offence (other than a motoring offence which does not result in imprisonment)
whether in connection with the Employment or not; or11.6.7
    
    commits (or is reasonably believed by the Board to have committed) a
breach of any legislation in force which may affect or relate to the business of any
Group Company; or11.6.8
    
    becomes of unsound mind, bankrupt or has a receiving order made against
him or makes any general composition with his creditors or takes advantage of any
statute affording relief for insolvent debtors; or11.6.9
    
    becomes disqualified from being a director of a company or the Executives
directorship of the Company terminates without the consent or concurrence of the
Company; or11.6.10
    
    fails to maintain or becomes disqualified from maintaining registration
with any regulatory body, membership of which is reasonably required by the Company for
the Executive to carry out his duties.
 11.7
    
    Where the Company terminates the Employment by giving written notice to take
immediate effect in accordance with either clause 11.5 or 11.6, for the avoidance of doubt
there is no obligation to give notice as set out in clause 11.1 or any other period of notice
or to make any payment in lieu of notice.11.8
    
    The Executive will have no claim for damages or any other remedy against the
Company if the Employment is terminated for any of the reasons set out in clause 11.5 or 11.6.11.9
    
    When the Employment terminates the Company may deduct from any money due to the
Executive (including remuneration) any amount which he owes to any Group Company.11.10
    
    The Company may suspend the Executive from the Employment on full base salary at
any time, and for any reason for a reasonable period to investigate any matter in which the
Executive is implicated or involved (whether directly or indirectly) and to conduct any
related disciplinary proceedings.12
    
    Garden Leave12.1
    
    Neither the Company nor any Group Company is under any obligation to provide the
Executive with any work. At any time after notice to terminate the Employment is given by
either party under clause 11 above, or if the Executive resigns without giving due notice and
the Company does not accept his resignation, the Company may, at its absolute discretion,
require the Executive to take a period of absence called garden leave for a maximum period of
6 months (the Garden Leave Period). The provisions of this clause shall apply to any Garden
Leave Period.12.2
    
    The Company may require that the Executive will not, without prior written consent
of the Board, be employed or otherwise engaged in the conduct of any activity, whether or not
of a business nature during the Garden Leave Period. Further, if so requested by the Company,
the Executive will not:
 12.2.1
    
    enter or attend the premises of the Company or any other Group Company; or
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12.2.2
    
    contact or have any communication with any customer or client of the
Company or any other Group Company in relation to the business of the Company or any
other Group Company (other than purely social contact); or12.2.3
    
    contact or have any communication with any employee, officer, director,
agent or consultant of the Company or any other Group Company in relation to the
business of the Company or any other Group Company (other than purely social contact);
or12.2.4
    
    remain or become involved in any aspect of the business of the Company or
any other Group Company except as required by such companies; or12.2.5
    
    access the Companys or any Group Companys information technology
systems.
 12.3
    
    The Company may require the Executive:
 12.3.1
    
    to comply with the provisions of clause 15, save that he will not be
required to return any Company car during any Garden Leave Period; and12.3.2
    
    to immediately resign from any directorship, trusteeships or other offices
which he holds in the Company, any other Group Company or any other company where such
directorship or other office is held as a consequence or requirement of the Employment,
unless he is required to perform duties to which any such directorship, trusteeship or
other office relates in which case he may retain such directorships, trusteeships or
other offices while those duties are ongoing. The Executive hereby irrevocably appoints
the Company to be his attorney to execute any instrument and do anything in his name
and on his behalf to effect his resignation if he fails to do so in accordance with
this clause 12.3.2.
 12.4
    
    During the Garden Leave Period, the Executive will be entitled to receive his base
salary and all contractual benefits in accordance with the terms of this agreement, save that
he will not accrue any bonuses or be entitled to receive any new grants or awards under any
long term incentive arrangements. Any unused holiday accrued at the commencement of the Garden
Leave Period and any holiday accrued during any such period will be deemed to be taken by the
Executive during the Garden Leave Period.12.5
    
    At the end of or at any time during the Garden Leave Period, the Company may, at
its sole and absolute discretion, pay the Executive base salary alone (as defined in clause
7.1) in lieu of the balance of any period of notice given by the Company or the Executive
(less any deductions the Company is required by law to make).12.6
    
    During the Garden Leave Period:
 12.6.1
    
    the Executive shall provide such assistance as the Company or any Group
Company may require to effect an orderly handover of his responsibilities to any
individual or individuals appointed by the Company or any Group Company to take over
his role or responsibilities;12.6.2
    
    the Executive shall make himself available to deal with requests for
information, provide assistance, be available for meetings and to advise on matters
relating to work (unless the Company has agreed that the Executive may be unavailable
for a period); and12.6.3
    
    the Company may appoint another person to carry out his duties in
substitution for the Executive.
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12.7
    
    All duties of the Employment (whether express or implied), including without
limitation the Executives duties of fidelity, good faith and exclusive service, shall
continue throughout the Garden Leave Period save as expressly varied by this clause 12.12.8
    
    The Executive agrees that the exercise by the Company of its rights pursuant to
this clause 12 shall not entitle the Executive to claim that he has been constructively
dismissed.13
    
    Restrictions after Termination of Employment13.1
    
    In this clause:Prohibited Area means the United Kingdom, New York State, Rhode Island, Massachusetts and
any other country in the world or US State in which the Company or any Group Company has
material business interests in the period of 12 months ending on the Relevant Date;Relevant Date means the Termination Date or, if earlier, the date on which the Executive
commences any Garden Leave Period; andRestricted Period means the period of 12 months less any Garden Leave Period commencing on
the Termination Date.13.2
    
    The Executive is likely to obtain trade secrets and confidential information and
personal knowledge of and influence over customers clients and employees of the Group during
the course of the Employment. To protect these interests of the Company, the Executive agrees
with the Company that he will be bound by the following covenants:
 13.2.1
    
    during the Restricted Period and within the Prohibited Area he will not be
engaged in, employed in, act as a consultant to or agent for or carry on for his own
account or for any other person, whether directly or indirectly, (or be a director of
any company engaged in) any business which, by virtue of its location or otherwise, is
or is about to be in competition with any business of the Company or any other Group
Company being carried on by such company at the Relevant Date provided he was concerned
or involved with that business to a material extent at any time during the 12 months
prior to the Relevant Date; and13.2.2
    
    during the Restricted Period he will not (either on his own behalf or for
or with any other person, whether directly or indirectly), entice or try to entice away
from the Company or any other Group Company any person who was senior employee,
director, officer, agent, senior consultant or senior associate of such a company at
the Termination Date and who had been senior employee, director, officer, agent, senior
consultant or senior associate at any time during the six months prior to the Relevant
Date and with whom he had worked closely at any time during that period.
 13.3
    
    Each of the paragraphs contained in clause 13.2 constitutes an entirely separate
and independent covenant. If any covenant is found to be invalid this will not affect the
validity or enforceability of any of the other covenants.13.4
    
    Following the Termination Date, the Executive will not represent himself as being
in any way connected with the businesses of the Company or of any other Group Company (except
to the extent agreed by such a company).
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13.5
    
    Any benefit given or deemed to be given by the Executive to any Group Company
under the terms of clause 13 is received and held on trust by the Company for the relevant
Group Company. The Executive will enter into appropriate restrictive covenants directly with
other Group Companies if asked to do so by the Company.14
    
    Offers on LiquidationThe Executive will have no claim against the Company if the Employment is terminated by
reason of liquidation in order to reconstruct or amalgamate the Company or by reason of any
reorganisation of the Company and the Executive is offered employment with the company
succeeding to the Company upon such liquidation or reorganisation and the new terms of
employment offered to the Executive are no less favourable to him than the terms of this
agreement.15
    
    Return of Company Property15.1
    
    At any time during the Employment (at the request of the Company) and in any event
when the Employment terminates, the Executive will immediately return to the Company:
 15.1.1
    
    all documents and other materials (whether originals or copies) made or
compiled by or delivered to the Executive during the Employment and concerning all the
Group Companies. The Executive will not retain any copies of any materials or other
information; and15.1.2
    
    all other property belonging or relating to any of the Group Companies.
 15.2
    
    When the Employment terminates the Executive will immediately return to the
Company any car provided to the Executive which is in the possession or under the control of
the Executive. The Company car must be returned in good condition (allowing for fair wear and
tear).15.3
    
    If the Executive commences Garden Leave in accordance with clause 12 he may be
required to comply with the provisions of clause 15.1.16
    
    Directorships16.1
    
    The Executives office as a director of the Company or any other Group Company is
subject to the Articles of Association of the relevant company (as amended from time to time).
If the provisions of this agreement conflict with the provisions of the Articles of
Association, the Articles of Association will prevail.16.2
    
    The Executive must promptly resign from any office held in any Group Company if he
is asked to do so by the Company.
 16.3
    
    If the Executive does not resign as an officer of a Group Company, having been
requested to do so in accordance with clause 16.2, the Company will be appointed as his
attorney to effect his resignation. By entering into this agreement, the Executive irrevocably
appoints the Company as his
attorney to act on his behalf to execute any document or do anything in his name necessary
to effect his resignation in accordance with clause 16.2. If there is any doubt as to
whether such a document (or other thing) has been carried out within the authority conferred
by this clause 16.3, a certificate in writing (signed by any director or the
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secretary of
the Company) will be sufficient to prove the act or thing falls within that authority.
 16.4
    
    The termination of any directorship or other office held by the Executive will not
terminate the Executives employment or amount to a breach of terms of this agreement by the
Company.16.5
    
    During the Employment the Executive will not do anything which could cause him to
be disqualified from continuing to act as a director of any Group Company.16.6
    
    The Executive must not resign his office as a director of any Group Company
without the agreement of the Company.17
    
    Notices17.1
    
    Any notices given under this agreement must be given by letter or fax. Notice to
the Company must be addressed to its registered office at the time the notice is given. Notice
to the Executive must be given to him personally or sent to his last known address.17.2
    
    Except for notices given by hand, notices given by post will be deemed to have
been given on the next working day after the day of posting and notices given by fax will be
deemed to have been given in the ordinary course of transmission.18
    
    Statutory Particulars18.1
    
    The written particulars of employment which the Executive is entitled to receive
under the provisions of Part I of the Employment Rights Act 1996 are set out below, insofar as
they are not set out elsewhere in this agreement.
 18.1.1
    
    The Executives period of continuous employment began on the Commencement
Date and does not include any previous employment with any other employer.18.1.2
    
    The Companys disciplinary rules and dismissal, disciplinary and grievance
procedures as set out in the Staff Handbook and as amended from time to time are
applicable to the Executive. The disciplinary rules are contractual. The dismissal,
disciplinary and grievance procedures are non-contractual.18.1.3
    
    The Companys normal hours of work are 9.00am to 5.00pm Monday to Friday.18.1.4
    
    There are no terms and conditions relating to collective agreements or to
the requirement to work outside the United Kingdom.
 19
    
    Data Protection Act 199819.1
    
    For the purposes of the Data Protection Act 1998 (the Act) the Executive gives
his consent to the holding, processing and disclosure of personal data (including sensitive
data within the meaning of the Act) provided by the Executive to the Company for all purposes
relating to the performance of this agreement including, but not limited to:
 19.1.1
    
    administering and maintaining personnel records;19.1.2
    
    paying and reviewing base salary and other remuneration and benefits;
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19.1.3
    
    providing and administering benefits (including if relevant, pension, life
assurance, permanent health insurance and medical insurance);19.1.4
    
    undertaking performance appraisals and reviews;19.1.5
    
    maintaining sickness and other absence records;19.1.6
    
    taking decisions as to the Executives fitness for work;19.1.7
    
    providing references and information to future employers, and if
necessary, governmental and quasi-governmental bodies for social security and other
purposes, the Inland Revenue and the Contributions Agency;19.1.8
    
    providing information to future purchasers of the Company or of the
business in which the Executive works; and19.1.9
    
    transferring information concerning the Executive to a country or
territory outside the EEA.
 19.2
    
    The Executive acknowledges that during his Employment he will have access to and
process, or authorise the processing of, personal data and sensitive personal data relating to
employees, customers and other individuals held and controlled by the Company. The Executive
agrees to comply with the terms of the Act in relation to such data and to abide by the
Companys data protection policy issued and updated from time to time.20
    
    Contracts (Rights of Third Parties) Act 199920.1
    
    To the extent permitted by law, no person other than the parties to this agreement
and the Group Companies shall have the right to enforce any term of this agreement under the
Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expressly
provided in this clause the application of the Contracts (Rights of Third Parties) Act 1999 is
specifically excluded from this agreement, although this does not affect any other right or
remedy of any third party which exists or is available other than under this Act.21
    
    Miscellaneous
 21.1
    
    This agreement may be entered into in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Any party may enter into this
agreement by executing any such counterpart.21.2
    
    This agreement may only be modified by the written agreement of the parties.21.3
    
    The Executive cannot assign this agreement to anyone else.21.4
    
    References in this agreement to rules, regulations, policies, handbooks or other
similar documents which supplement it, are referred to in it or describe any pensions or other
benefits arrangement are references to the versions or forms of the relevant documents as
amended or updated from time to time.21.5
    
    This agreement supersedes any previous written or oral agreement between the
parties in relation to the matters dealt with in it. It (together with the Company rules and
policies) contains the whole agreement between the parties relating to the Employment at the
date the agreement was entered into (except for those terms implied by law which cannot be
excluded by the agreement of the parties). The Executive acknowledges that he has not
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been induced to enter into this agreement by any representation, warranty or undertaking not
expressly incorporated into it. The Executive agrees and acknowledges that his only rights and
remedies in relation to any representation, warranty or
undertaking made or given in connection with this agreement (unless such representation, warranty or undertaking was made fraudulently) will
be for breach of the terms of this agreement, to the exclusion of all other rights and remedies (including those in tort or arising under
statute).
 21.6
    
    Neither partys rights or powers under this agreement will be affected if:
 21.6.1
    
    one party delays in enforcing any provision of this agreement; or21.6.2
    
    one party grants time to the other party.
 21.7
    
    The Interpretation Act 1978 shall apply to this agreement in the same way as it
applies to an enactment.21.8
    
    References to any statutory provisions include any modifications or re-enactments
of those provisions.21.9
    
    Headings will be ignored in construing this agreement.21.10
    
    If either party agrees to waive his rights under a provision of this agreement,
that waiver will only be effective if it is in writing and it is signed by him. A partys
agreement to waive any breach of any term or condition of this agreement will not be regarded
as a waiver of any subsequent breach of the same term or condition or a different term or
condition.21.11
    
    This agreement is governed by and will be interpreted in accordance with the laws
of England and Wales. Each of the parties submits to the exclusive jurisdiction of the English
Courts as regards any claim or matter arising under this agreement.
 EXECUTED DEED
  /s/ Helen MahyDirectorin the presence of:/s/ Shirely PercyWitness
 Name of Witness:
    
    Shirley PercyAddress:
    
    49 Jedd Road,London W12 9EDOccupation: Personal Assistant
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EXECUTEDas a DEEDby
    ü
ý
þ
    
    
    /s/ Andrew Robert John BonfieldANDREW ROBERT JOHNBONFIELDin the presence of:Witnesss signature
 Name
    
    Kara DoyleAddress
    
    Walnut Tree HouseGreen Street GreenDartford, Kent DA2 8DPOccupation
    
    Personal Assistant
 xvii




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SCHEDULE 1
 The Executives interests at the date of this Agreement
  xviii