Exhibit 4.3

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THE NATIONAL GRID GROUP PLC and NATIONAL GRIDCOMPANY PLC

And

Edward Astle

Dated 27 July 2001

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SERVICE
AGREEMENT

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INDEX TO CLAUSES

|CLAUSE NO | TITLE                                         | PAGE NO
|--------- | --------------------------------------------- | -------
|1.        | Appointment and Term                          | 3      
|2.        | Duties                                        | 3      
|3.        | Salary                                        | 4      
|4.        | Pension                                       | 5      
|5.        | Insurance Benefits                            | 5      
|6.        | Professional Fees                             | 5      
|7.        | Car                                           | 5      
|8.        | Expenses                                      | 6      
|9.        | Holidays                                      | 6      
|10.       | Sickness and Injury                           | 6      
|11.       | Code of Corporate Governance                  | 7      
|12.       | Interests in other Businesses                 | 7      
|13.       | Confidentiality                               | 8      
|14.       | Protection of Interests of Company            | 9      
|15.       | Termination                                   | 10     
|16.       | Waiver of Rights                              | 12     
|17.       | Discipline and Grievances                     | 12     
|18.       | Inventions                                    | 12     
|19.       | Interpretation                                | 13     
|20.       | Entire Contract Continuity and Conditionality | 14     
|21.       | Notices                                       | 14     
|22.       | Jurisdiction                                  | 14     



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THE NATIONAL GRID GROUP plc (the "Company") and THE NATIONAL GRID COMPANY plc whose registered offices are at 15 Marylebone Road, London NW1 5JD and National Grid House, Kirby Corner Road, Coventry, CV4 8JY respectively (the "Companies") and
Mr Edward Astle, Bailey's Farmhouse, Chatham Green, Essex CM3 3LE.

|1.  | APPOINTMENT AND TERM                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                        
|1.1 | You will be employed by the
        Company as a Director and will perform such duties as may be assigned
        to you from time to time in accordance with Clause 2. Your current job
        title is Group Director, Telecommunications, National Grid Group and
    you will report to the Group Chief Executive.
|    |                                                                                                                                                                                                                                                                                                                        
|1.2 | Your appointment to this post
        will be effective from 1st September 2001 and will continue, subject
        to and in accordance with
the provisions of this contract, until terminated:-                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|1.3 | In accordance
        with the Company's Articles of Association, your appointment is subject
        to ratification by shareholders in General
Meeting.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                        
|2.  | DUTIES                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                        
|2.1 | During the continuance
        of your employment,
you will:-                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                    

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | act only in accordance with the Memorandum
        and Articles of Association of the Company or of the relevant Associate
        or Subsidiary
In the Company; and                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                           
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | keep the board of directors of the Company
        (and, where applicable of the relevant Group company) promptly and fully
        informed (in writing if so requested) of your conduct of the business
    or affairs of the Company and provide such explanations as they may require.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                           
|2.2 | Your normal hours of work
        total 37 hours per week. However, you will be expected to work such other
        hours as may
        reasonably be required for the proper performance of your duties and
        you will not be entitled to receive additional remuneration for work
        over and above normal hours. In line with the Working Time Regulations,
        you will not be required to work more than an average of 48 hours per
    week.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                           
|2.3 | You will be based at the Group
        Headquarters at
15 Marylebone Road, London NW I 5JD.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.4 | The Company reserves the right
        (as far as it is reasonable to do so and after giving you reasonable
        notice of the change) to relocate your main place of work to (or to require
        you to perform some of your duties from or to post you temporarily to)
    any of its UK offices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  | SALARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1 | During the continuance of
        your employment (subject to Clause 10.2), you will be entitled to a salary
        at the rate of £310,000 per annum (or such higher rate as may from time
    to time be agreed between the parties).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2 | Your salary will accrue from
        day to day, be payable by equal monthly instalments on or before the
        last day of each month, and be inclusive of any remuneration to which
        you may be, or become entitled as a holder of any office in the Company
    or any other company for the time being in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.3 | The salary referred to in
        Clause 3.1 above shall be reviewed annually. The current review date
        is 1 April and your salary will be reviewed for the first time in April
    2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.4 | The remuneration of senior
        staff is linked to the Company's and their own performance and you will
        be covered by these arrangements. This includes performance management
        principles and clear and agreed performance targets and objectives for
        each year which will be discussed and agreed with you by the Group Chief
        Executive. Following assessment of performance against these targets
        an annual bonus, currently of up to 60%, may be payable in June following
    the relevant year end. The performance year is 1 April to 31 March and your
        first participation in this bonus will commence 1st September 2001 and
        will be pro-rated for the period
        to 31 March 2002. From 1st September 2001 until 31 March 2002
        you will also be covered by a special bonus. Details of this, together with the
        fundamental considerations underpinning the subsequent special bonus
plans, are set out in Schedule 1.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|4.  | PENSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.1 | In this Clause the "ESPS" means the Electricity
        Supply Pension Scheme and words used in this Clause have the same meaning
    as they have under the provisions of the ESPS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.2 | Subject to the terms and conditions (both
        statutory and non-statutory) in force from time to time in respect of
        the ESPS Group in which the Companies participate or of which it is Principal
        Employer, you will be eligible (but not obliged) to be a Member of the
        ESPS. You will also be entitled to enhanced pension arrangements as set
    out in Schedule 2 to this contract.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.3 | As a member of the ESPS a Contracting-out
        certificate
is in force in respect of your employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.  | INSURANCE BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.1 | The Company will, during your employment,
        provide you and, if appropriate, your partner and dependent children
        with cover under a private medical expenses insurance scheme. This scheme
        is maintained from time to time by the Company for its employees, and
        cover is subject to and in accordance with the rules of such scheme which
    may be reviewed from time to time.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.2 | The Company will, during your employment,
        provide you with personal accident insurance cover, subject to and in
        accordance with the rules from time to time of the relevant scheme, current
        details of which
are available from Group Human Resources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.3 | The Company will provide Permanent Health
        Insurance to you whilst you are employed under this Contract until 1
        September 2006, subject to underwriting by our insurers. At that time
        you will be eligible for ill health
provisions of ESPS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.  | PROFESSIONAL FEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.1 | The Company will reimburse you in full
        for subscriptions for any professional memberships which, in its opinion,
        are relevant to your
employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.  | CAR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.1 | You will be provided with a car allowance OR a
        car of suitable age, make, model and specification during the continuance
        of your employment in accordance with the policy laid down by the Company
        from time
to time and the Company shall pay all
standing and running costs relating to it (including the cost of fuel for private
mileage) but not any taxable benefit arising. You shall comply with all rules
laid down by the Company in relation to Company vehicles, notify the Company
immediately of any accident involving your car and of any charge brought against
you for a motoring offence and, unless otherwise agreed, shall return the car
to your place of work forthwith on termination of your employment.

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.   | EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.1  | You will be reimbursed with
      all reasonable travelling, hotel and other expenses properly incurred by
      you in the performance of your duties under this Contract, subject to you
      providing the Company with receipts or other evidence as shall be required,
      of payment of the said expenses. The Company will also, during your employment,
      reimburse line rental and cost of business calls in respect of your home
      telephone.                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.   | HOLIDAYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.1  | You will be entitled, on a
      pro-rata monthly basis, to 31 working days' holiday without loss of pay
      in each Holiday Year to be taken at such times as may be approved in advance
      by the Group Chief Executive. Holidays may not be carried forward from one
      Holiday Year to the next. No payment will be made by the Company during
      the continuance of this Contract in lieu of holidays not taken.                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.2  | Upon termination of this Contract,
      if (in the opinion of the Company) its business needs have prevented you
      from taking your holiday entitlement, you shall be entitled to payment (at
      the rate of 1/260th of your annual salary for each day) in lieu on a pro
      rata basis for any holidays not taken which have accrued in the Holiday
      Year up to the Date of Termination. However, if appropriate, the Company
      shall be entitled to deduct from your final salary instalment an amount
      equal to 1/260th of your salary for each day's holiday taken prior to the
      Date of Termination in excess of your proportionate entitlement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.  | SICKNESS AND INJURY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1 | If you are absent from work
      as a result of sickness or injury you will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | you will, on request by the Company, allow
      yourself to be examined by the Company doctor who shall report to the Group
      Chief Executive as appropriate.                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2 | You will, subject to compliance
      with sub-clause 10.1 above and to Clause 15 below, be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | payment of salary at the full basic rate
      and maintenance of other contributions and benefits contractually provided
      by the Company (less any social security or other benefits payable to you)
      during any period of absence from work as a result of sickness or injury
      up to a maximum of a continuous period of 180 days or for an aggregate of
      130 working days in any 12 consecutive months;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | payment of salary at half the full basic
      rate in addition to other contributions and benefits (less any social security
      or other benefits payable to you) during any such periods of absence in
      excess of a continuous period of 180 days or for an aggregate of 130 working
      days in any 12 consecutive months;                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | but you will not be entitled
         to any payment of salary or maintenance of benefits during-any absence

      in excess of 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.3 | The Company will pay statutory
      sick pay, where appropriate, in accordance with the legislation in force
      at the time of absence, and any payment of salary in accordance with Clause
      10.2 will go towards discharging its liability to pay statutory sick pay.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.  | CODE OF CORPORATE GOVERNANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.1 | The National Grid Group plc's
      Code of Corporate Governance provides for you, in furtherance of your duties
      as a Director of the Company, to take independent professional advice, if
      necessary, at the Company's expense. The Chairman or the Group Company Secretary
      should be notified if this step is taken, which should only be taken in
      the best interests of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.2 | As a Director of the Company
      you are, of course, bound by the provisions of the Companies Act and the
      Stock Exchange Listing Requirements, the details of which are available
      from the Group General Counsel and Company Secretary. If at any point you
      are uncertain as to the interpretation of such provisions you must seek
      the advice of the Group Chief Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.  | INTERESTS IN OTHER BUSINESSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.1 | You shall disclose promptly
        in writing to the Company all your interests and those of your spouse
        and
      dependent children, in any business other than the business of the Company
        and its Subsidiaries and Associates and, save with the written consent
        of
      the Company (such consent not to be unreasonably withheld), you will not
        during the continuance of your employment accept any public office nor
        will you hold any directorship
      nor will you be engaged or interested (except as the holder for passive
        investment purposes of any shares or other securities quoted or dealt
        in
      on a recognised stock exchange not exceeding, in any case, 3 per cent of
        the class of securities of the company concerned) either directly or
        indirectly
      in any business or commercial occupation other than the business of the
        Company and its Subsidiaries and Associates.

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|12.2 | You shall comply where relevant
      with every rule of law, every regulation of The Stock Exchange and every
      regulation of the Company from time to time in force including compliance
      with the spirit as well as the letter of the rules for the time being applicable
      to the relevant stock exchanges on which shares of the Company are for the
      time being listed or traded. In relation to overseas dealings, you will
      also comply with all laws of the state and all regulations of the stock
      exchange, market or dealing system in which such dealings take place; and
      you will not (and will procure so far as you are able that your spouse and
      children do not) deal or become or cease to be interested (within the meaning
      of Part 1 of Schedule XIII to the Companies Act 1985) in any securities
      of the Company except in accordance with any rules or guidelines from time
      to time relating to securities transactions by senior executives of the
      Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.1 | You will not during the continuance
      of your employment or afterwards (unless authorised to do so by the Company
      or by a court of competent jurisdiction). directly or indirectly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | any trade secrets
      or other confidential information relating to the business, affairs, finances,
      products or processes of the Company and/or of any of its Subsidiaries or
      Associates ("Confidential Information").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.2 | The restriction
      in this Clause will not prevent you after the Date of Termination, from
      using for your own or another's benefit, any Confidential Information which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|13.3 | During your
      employment, you will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.  | PROTECTION OF INTERESTS OF COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.1 | During the period
        of 12 months after the Date of Termination, you will not directly or
        indirectly offer employment to or solicit or entice away or endeavour
        to entice away from the Company, or any of its Subsidiaries or Associates,
        any person who is and was, at any time during the period of two years
        prior to the Date of Termination, employed or engaged by the Company
        or any of its Subsidiaries or Associates in a senior management, senior
        technical or senior sales position and who, by reason of such position,
        possesses any Confidential Information or is likely to be able to solicit
        the custom of any customer of
the Company, or its Subsidiaries or Associates.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.2 | After the Date
        of Termination you will not represent yourself or permit yourself to
        be held out as being in any way connected with or interested in the business
        of the Company; and after such date you will not represent yourself or
        permit yourself to be held out as being in any way connected with the
        business of any of the Subsidiaries or Associates of the Company, except
    if and for so long as you remain an employee of that Subsidiary or Associate.                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.3 | It is your obligation
        to ensure you take no action and make no statement (or omit to take any
        action or make any statement) which constitutes unlawful discrimination
        whether under the Equal Pay Act 1970, the Sex Discrimination Act 1975,
        the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation)
        Act 1992, the Disability Discrimination Act
1995 or otherwise.                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.4 | You are required
        to comply with the provisions of the legislation on health and safety
        and working conditions. You are further required to do your utmost to
        ensure that the Company, and any of its Subsidiaries or Associates, comply
        with such health and safety legislation, all legislation concerning their
        areas of activity and generally with all legal obligations affecting
    the Company, or any of its Subsidiaries or Associates.                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.5 | In this Clause
        references to acting directly
or indirectly include (without prejudice to the generality of that
        expression) references to acting alone or jointly with or by means of
any other person, firm or company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|     |                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                          
|15.  | TERMINATION                                                                                                                                                                              
|     |                                                                                                                                                                                          
|15.1 | At any time after notice to
        terminate your employment has been served or received by the Company,
    the Company may:                                                          
|     |                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (d)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (e)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (f)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|15.2 | Without prejudice to the Company's right
        to summarily dismiss you for gross misconduct, the Company will be entitled
        to terminate your
employment without notice if you:
|     |                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                      
|     |                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                      

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|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | become bankrupt or compound
    with your creditors; or                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | are convicted of any arrestable
       criminal offence (other than an offence under road traffic legislation
       in the United Kingdom or elsewhere for which a fine or non-custodial penalty
    is imposed).                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.3 | If you are incapacitated
      by sickness (including mental disorder) or injury from carrying out your
      duties under this Contract for a continuous period of 180 days or for an
      aggregate of 130 working days in any 12 consecutive months, the Company
      will be entitled, notwithstanding Clause 10.2 or your entitlement at that
      time to sick pay or benefits under the Company's permanent health insurance
      scheme, to terminate this Contract by not less than 6 months' written notice
      given within 6 months after the end of the 180 or (as the case may be)
    130 working days.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.4 | When requested
      to do so during the currency of any notice to terminate your employment
      given or received by you and, in any event, on the Date of Termination
    you will promptly:                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | resign (if you have not already
      done so) from all offices held by you in the Company and its Subsidiaries
    and Associates;                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | deliver up (if you have not
      already done so) to the Company all lists of customers, correspondence,
      documents, discs, tapes, data listing, codes, designs, drawings and all
      other materials and property belonging to the Company or any of its Subsidiaries
      or Associates which may be in your possession or under your control, including
    any copies;                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | confirm in writing that you
      no longer have in your possession, custody or power any property of or
      relating to the business of the Company and that you have not retained
      or made any unauthorised copy (whether in documentary or electronic form)
      of any data which contains or refers to any Confidential information; and                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | deliver up to the Company forthwith
      any car provided under this Contract; and you hereby irrevocably authorise
      the Company to appoint someone as your attorney to act in your name and
      on your behalf to execute all documents and do all things necessary to
      effect the resignations referred to above, in the event of your failure
      to do so within 7 days of your being so requested or of the Termination
    Date (as the case may be).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.5 | On serving or receiving
      notice to terminate this Contract or at any time thereafter during the
      currency of such notice the Company reserves the right in its absolute
      discretion
      to pay to you your salary (at the rate then payable under Clause 3.1 hereof)
    in lieu of your entitlement to notice.                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|15.6 | Any termination
      of your employment will be without prejudice to your continuing obligations
    under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.  | WAIVER OF RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|16.1 | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | your employment is terminated:                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | i                                                                                                                                                                                                         | by reason of the liquidation of the Company
        for
the purpose of amalgamation or reconstruction; or                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ii                                                                                                                                                                                                        | as part of any arrangement for the amalgamation
        of the undertaking of the Company not involving liquidation or for the
        transfer of the whole or part of the undertaking of the Company to any
        of its Subsidiaries
or Associates, and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | you are offered employment of a similar
        nature with the amalgamated or reconstructed or transferee company on
        terms not generally
less favourable to you than the terms of this Contract;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | you will have no claim against the Company
    under this Contract in respect of that termination.                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|17.  | DISCIPLINE AND GRIEVANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|17.1 | As a Director of the Company, you are
        expected to conduct yourself in a thoroughly professional manner at all
        times. A copy of the Employee Rules of the Company for the time being
        in force, which apply to you by virtue of your employment hereunder but
        which do not form part of your terms and conditions of employment, can
    be obtained from Group Human Resources.                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|18.  | INVENTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|18.1 | If
        at any time during the continuance of your employment you, whether alone
        or with any other person, make, discover or produce any invention, process,
        development or design which relates to, or affects, or in the opinion
        of the Company is capable of being used or adapted for use in or in connection
        with, the business or any product, process or intellectual property right
    of the Company or any of its Subsidiaries or Associates:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the invention, process, development or
        design will be the absolute property of the Company (except to the extent,
    if any, provided otherwise by Section 39 of the Patents Act 1977); and     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | you will immediately disclose it to the
        Company
in writing.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|18.2 | You will, if and when required
        to do so by the Company (whether during the continuance of your employment
        or
        afterwards), and
at its expense:                                                                                                                                                                                                                                                                                                                      

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|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (a)                                                                                                                                                                                                                                                                                                                                     | apply, or join with the Company, or any
        of its Subsidiaries or Associates in applying for letters patent or other
        protection in any part of the world for any invention, process, development
    or design to which Clause 18.1 above applies;                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                     | execute or procure to be executed all
        instruments, and do or procure to be done all things, which are necessary
        for vesting such letters patent or other protection in the Company or
        any other company, or subsequently for renewing and maintaining the same
        in the name of the Company or its nominee;
and                                                                           
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                     | assist in defending any proceedings relating
    to, or to any application for, such letters patent or other protection.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                        
|18.3 | In relation to each and every
        copyright work or design which relates either directly or indirectly
        to the business
        of the
Company, or any of its Subsidiaries or Associates (a "Group Work") which you
(jointly or alone) originate, conceive, write or make at any time during the
period of your employment:
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                     | you will promptly disclose such Group
        Work to the Company. Group Works made wholly outside your normal working
        hours which are wholly unconnected with your employment are not Group
    Works;                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                     | you hereby assign to the Company by
        way of future assignment all copyright, design right and other proprietary
        rights (if any)
throughout the world in such Group Work;                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                     | you hereby irrevocably and unconditionally
        waive in favour of the Company any and all moral rights conferred on
        you by Part 1 of the Copyright Designs and Patents Act 1988 in relation
    to any such Group Works;                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (d)                                                                                                                                                                                                                                                                                                                                     | you acknowledge that, for the purposes
        of the proviso to Section 2(1) of the Registered Designs Act 1949 (as
        amended by the Copyright Designs and Patents Act 1988), the covenants
        on the part of you and the Company will be treated as good consideration
        and, for the purposes of that Act, the Company will be the proprietor
    of any design which forms part of the Group Works.
|     |                                                                                                                                                                                                                                                                                                                                        
|19.  | INTERPRETATION                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                        
|     | In this Contract:                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                        
|19.1 | "Associate" means a body corporate which
        for the time being has not less than 20 per cent of its equity share
    capital beneficially owned by the Company;                                                                                                                                                                   

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|19.2 | "Date of Termination" means the date
          upon which your employment under this Agreement terminates or, where
          so notified by the Company, the date with effect from which the Company
    exercises its right to suspend you under Clause 15.1(c);                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.3 | "Holiday Year" means each 12 month period
    commencing 1st February and ending 31st January;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.4 | "Subsidiary" has the meaning attributed
        to it by Section 736 of the Companies Act 1985 and "equity share capital" has
    the meaning attributed to it by Section 744 of the Companies Act 1985;                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.5 | unless otherwise stated and except in
        Clause
20 below, a reference to "your employment" is to your employment by the Companies
under this Contract;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.6 | unless the context otherwise requires,
        words in the singular include the plural and vice versa, and a reference
        to a person includes a reference to a body corporate and to an unincorporated
    body of persons;                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.7 | a reference to a statute or statutory
        provisions includes a reference to that statute or provision as from
        time to time modified
or re-enacted.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|20.  | ENTIRE CONTRACT CONTINUITY AND CONDITIONALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|20.1 | Except as otherwise expressly provided
        by its terms and for any detailed rules (not being inconsistent with
        the express terms
hereof) from time to time
        laid down by the Company, this Contract, together with its two Schedules
        and the covering letter dated 27 July 2001, represents the entire understanding,
        and supersedes any previous agreement between the parties in relation
    to your employment by the Company, its Subsidiaries or Associates.                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21.1 | Any notice to be given under this Contract
        will be in writing and will be deemed to be sufficiently served by one
        party on the other if it is either delivered personally or is sent by
        prepaid first class post and addressed to the party to whom it is to
        be given, in the case of yourself, at your last known residence and in
        the case of the Company, at its registered office, and any such notice
        if so posted will be deemed to have been served on the day (excluding
        Sundays and public holidays) following that on which it was
posted.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|22.  | JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|22.1 | This Contract shall be governed by and
        interpreted in accordance with the laws of England and Wales and each
        of the parties submits to the jurisdiction of the English and Welsh courts
        as regards any claim or matter arising under this Contract or as a direct
    result of your employment by the Company.                                                                                                                                                                                                                                                                     

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SCHEDULE 1

THE NATIONAL GRID GROUP plc and THE NATIONAL GRID COMPANYplc

SPECIAL BONUS PLAN ARRANGEMENTS AND OTHER ITEMS

Edward Astle



|This Schedule, should be read in conjunction
        with the Service Agreement between the National Grid Group plc and National
    Grid Company plc (the Company) and Edward Astle.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                       
|1.                                                                                                                                                                                     
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       
|                                                                                                                                                                                       

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|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|   |                                                                                                                       | If we are unable to draw
        up a mutually acceptable special scheme then the Company would recognise
        the importance
        of the telecommunications portfolio to enhancing NGG shareholder value
        by granting an increased multiple of share options for an additional
        two years after the initial grant. This multiple would be 3 times annual
    base salary.                                                                                                                               
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|2. | IPO / Divestment                                                                                                     
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|   |                                                                                                                       | An additional special bonus, recognising
        your personal contribution, will be paid in the event of an IPO or any
        divestment  subject to the transaction(s) significantly enhancing shareholder
        value. The Remuneration Committee will decide on the exact level of bonus
         but an award of up to two times base salary would be envisaged for
        a successful and significant transaction. Corporate Finance will develop
    a method of calculating potential awards up to this level.
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|3. | Termination of services, by the Company,
          for
reasons unrelated to your performance and outside your control
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|   | i)                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | In the event of termination you would
        have contractual
notice which initially is for two years.                                                                                                                                              
|   | ii)                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The special bonus (1 (a) above) would
        still be
paid in the event of termination on or before 31 March 2002.                                                                                                                                  
|   | iii)                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | For a termination after 31 March 2002
        the Company
would recommend to the Remuneration Committee that the                                                                                                                                     
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | a)     Annual Bonus be paid in line with
        actual achievement against objectives for the pro-rated period to actual
        date of departure PLUS an amount equal to 50% of the outstanding notice
    period assessed at target achievement. 
|   |                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | b)     Special Bonus (see 1(b) above) be
        paid in line with actual achievement against objectives for the pro-rated
    period to actual date of departure.                                                                                   
|   | iv)                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Notwithstanding 3 (iii) (a) and (b)
        above, the Remuneration Committee will be able, at its discretion, to
        determine whether any additional payment should be made, having regard
        to the circumstances prevailing
at the time.
|   | v)                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Remuneration Committee would have
        the discretion to grant a period of time wherein you could exercise National
        Grid Group Executive
Share Options.                                                                               
|   | vi)                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The above terms regarding termination
        of services will remain in force for the first three years of your employment.
        Thereafter termination terms will revert to those applicable to the other
    Executive Directors.              

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SCHEDULE 2

THE NATIONAL GRID GROUP plc and THE NATIONAL GRID COMPANY plc

SUMMARY OF ENHANCED PENSION AND LIFE ASSURANCE
ARRANGEMENTS

Edward Astle

This summary, which should be read in conjunction
    with the National Grid Company plc ("the Company") section of the ESPS booklet,
    notifies you of your entitlement to additional benefits to those provided
    by the ESPS. The additions are as follows:

|1. | Your Normal Pension Age is age 60.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Your pension will
       accrue at a rate of 1/30th of your Pensionable Salary for
       each year of Pensionable Service from 1st September 2001 (complete
       days will count) or such higher amount as may be advised by the Actuary
       to the Scheme, subject to pension payable, including any retained benefits,
       not exceeding Inland Revenue limits (but see 12 below). You will be able
       to exchange part of your pension for a tax free lump sum up to the maximum
       permitted by the Inland Revenue. The provisions of paragraph 12 of this
       Schedule shall apply in respect of any pension benefits which cannot be
    provided under the ESPS due to Inland Revenue limits.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|4.  | Should your
        employment be terminated as a result of redundancy, and the termination
        is with the
    consent of the Companies, you will be entitled to the greater of:                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|5.  | In the event that it is agreed
        with the Companies that you should continue in service beyond age 60,
        there will be an appropriate adjustment to your benefits. The exact terms
        of the adjustment will be determined by the Companies and notified to
    you, upon advice received from the Actuary, when you reach age 60.
|    |                                                                                                                                                                                                                                                                                                                                                    
|6.  | On death in service before
        the Normal Pension Age a lump sum is available for your beneficiaries
        equal to four times your annual rate of basic salary at death, plus the
        total amount of contributions with interest paid by you into the National
    Grid Company plc Section of the ESPS.                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|7.  | The pension payable to a
        spouse on death in service before Normal Pension Age is calculated as
        2/3 of the pension you would have received at Normal Pension Age based
    on your Pensionable Salary at death.                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                    
|8.  | The pension payable to a
        spouse on death after retirement is calculated as 2/3 of your pension.
        The calculation will assume you chose to exchange no pension for cash
        at retirement and will be increased at the same rate as your pension
    has increased between retirement and death.                                 
|    |                                                                                                                                                                                                                                                                                                                                                    
|9.  | In the event of a transfer
        in of accrued pension benefits from another pension provider, any Back
        Service Credit will be calculated
on standard ESPS benefits.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                    
|10. | Your contributions will
        be normally be 6% of your Salary. However, this may be reduced from time
        to time based on actuarial advice. In this respect, you will benefit
        from a reduction in your contribution to 3% of your salary until March
    2002 or such later time as notified.                                      



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|11. | In this schedule "Salary" means
        the annual amount of salary payable by the Companies as stipulated in
        your Agreement as increased from time to time but excluding any bonus,
        allowance or emoluments in kind appertaining to your employment, unless
    otherwise determined by the Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | "Pensionable Salary" means
    the greater of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Where a year other than the
    last one is used, such Salary to be increased in line with RPI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | "Pensionable Service" means
        service whilst a contributing member of the ESPS. It is calculated in
        complete years but with each day completed in excess of a complete year
        calculated as 1/365 of a year and may include a Back Service Credit or
    Added year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12. | You should note that the
        Inland Revenue have
placed a restriction (the "earnings cap") on the amount of pay on which benefits
may be calculated in an approved arrangement (£95,400 for the 2001/2002 Tax Year).
Your pension at Normal      Pension Age will be augmented under the
      National Grid Company plc Section of the ESPS, if necessary, up to the
      maximum allowable at that date. If your full pension promise, as set out
      in paragraph 2 of this Schedule, cannot be met from the National Grid Company
      plc Section of the ESPS, you will be provided with additional benefits
      of equivalent value under a separate agreement. For the avoidance of doubt,
      if your Pensionable Service is terminated (for any reason) prior to your
      Normal Pension Age you will be entitled at Normal Pension Age to pension
      benefits which give effect to your full pension promise as set out in paragraph
      2 of this Schedule, but only in respect of your Pensionable Service up
      to the date of termination of your Pensionable Service, and this will apply
      mutatis mutandis to the provisions of paragraphs 3 and 4 (b). With the
      exception of the earnings cap restriction, all other limits imposed by
      the Inland Revenue on approved arrangements will apply to the benefits
    referred to in this summary.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13. | In all other respects the
        provisions of ESPS
will apply to you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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