##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended 31 March 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company
report
 For the transition period from 
to
 Commission file number: 001-14958
 NATIONAL GRID PLC
 (Exact name of Registrant as specified in its charter)
 England and Wales
 (Jurisdiction of incorporation or organization)
 1-3 Strand, London WC2N 5EH, England
 (Address of principal executive offices)
 Helen Mahy
011 44 20 7004 3000
Facsimile No. 011 44 20 7004 3004
Company Secretary and General Counsel
National Grid plc
1-3 Strand London WC2N 5EH, England  (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
 Title of each class
    
    Name of each exchange on which registeredOrdinary Shares of 11 17/43 pence each
    
    The New York Stock Exchange*American Depositary Shares, each representing five
    
    The New York Stock ExchangeOrdinary Shares of 11 17/43 pence each6.625% Guaranteed Notes due 2018
    
    The New York Stock Exchange6.30% Guaranteed Notes due 2016
    
    The New York Stock ExchangePreferred Stock ($100 par value-cumulative):3.90% Series
    
    The New York Stock Exchange3.60% Series
    
    The New York Stock Exchange
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares
representing Ordinary Shares pursuant to the requirements of the Securities and Exchange
Commission. Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the
Securities Exchange Act of 1934:
  Ordinary Shares of 11 17/43 pence each
    
    3,648,339,475
 þ o
 o þ
  þ o
 o o
  Large accelerated filer þ   
    Accelerated filer o
    Non-accelerated filer o
  o þ o
 o o
 o þ




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##### Table of Contents



Cautionary Statement
   ii




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##### 



TABLE OF CONTENTS
 PART IItem 1.
    
    Identity of Directors, Senior Management and Advisers
    
    
    1Item 2.
    
    Offer Statistics and Expected Timetable
    
    
    1Item 3.
    
    Key Information
    
    
    1Item 4.
    
    Information on the Company
    
    
    2Item 4A.
    
    Unresolved Staff Comments
    
    
    4Item 5.
    
    Operating and Financial Review and Prospects
    
    
    4Item 6.
    
    Directors, Senior Management and Employees
    
    
    4Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    4Item 8.
    
    Financial Information
    
    
    5Item 9.
    
    The Offer and Listing
    
    
    5Item 10.
    
    Additional Information
    
    
    6Item 11.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    11Item 12.
    
    Description of Securities Other than Equity Securities
    
    
    11PART IIItem 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    13Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    13Item 15.
    
    Controls and Procedures
    
    
    13Item 16.
    
    [Reserved]
    
    
    14Item 16A.
    
    Audit Committee Financial Expert
    
    
    14Item 16B.
    
    Code of Ethics
    
    
    14Item 16C.
    
    Principal Accountant Fees and Services
    
    
    14Item 16D.
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    15Item 16E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    15Item 16F.
    
    Change in Registrants Certifying Accountant
    
    
    15Item 16G.
    
    Corporate Governance
    
    
    15PART IIIItem 17.
    
    Financial Statements
    
    
    16Item 18.
    
    Financial Statements
    
    
    16Item 19.
    
    Exhibits
    
    
    17SIGNATURE
    
    
    
    
    20EX-2.B.1EX-2.B.2EX-4.C.20EX-8EX-12.1EX-12.2EX-13EX-15.1EX-15.2
  iii




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##### Table of Contents



PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
  Selected financial data
 Amounts in accordance with IFRS 1 :
 2011
    
    2010
    
    2009
    
    2008
    
    2007Revenue2
    
    £m
    
    
    14,343
    
    
    
    14,007
    
    
    
    15,687
    
    
    
    11,498
    
    
    
    8,778Total operating profit
    
    £m
    
    
    3,745
    
    
    
    3,293
    
    
    
    2,623
    
    
    
    2,964
    
    
    
    2,513Profit for the year from continuing operations
    
    £m
    
    
    2,163
    
    
    
    1,389
    
    
    
    922
    
    
    
    1,575
    
    
    
    1,310Profit for the year
    
    £m
    
    
    2,163
    
    
    
    1,389
    
    
    
    947
    
    
    
    3,193
    
    
    
    1,396Basic earnings per share from continuing operations3
    
    Pence
    
    
    63.9
    
    
    
    48.4
    
    
    
    31.8
    
    
    
    51.3
    
    
    
    41.0Diluted earnings per share from continuing operations3
    
    Pence
    
    
    63.6
    
    
    
    48.2
    
    
    
    31.7
    
    
    
    51.1
    
    
    
    40.8Basic earnings per share3
    
    Pence
    
    
    63.9
    
    
    
    48.4
    
    
    
    32.7
    
    
    
    104.2
    
    
    
    43.7Diluted earnings per share3
    
    Pence
    
    
    63.6
    
    
    
    48.2
    
    
    
    32.5
    
    
    
    103.7
    
    
    
    43.5Number of shares  basic4
    
    Millions
    
    
    3,378
    
    
    
    2,864
    
    
    
    2,886
    
    
    
    3,062
    
    
    
    3,188Number of shares  diluted4
    
    Millions
    
    
    3,397
    
    
    
    2,877
    
    
    
    2,902
    
    
    
    3,077
    
    
    
    3,206Total assets
    
    £m
    
    
    46,375
    
    
    
    43,553
    
    
    
    44,467
    
    
    
    37,771
    
    
    
    28,389Net assets
    
    £m
    
    
    9,069
    
    
    
    4,211
    
    
    
    3,984
    
    
    
    5,374
    
    
    
    4,136Total parent company shareholders equity
    
    £m
    
    
    9,060
    
    
    
    4,199
    
    
    
    3,970
    
    
    
    5,356
    
    
    
    4,125Dividends per ordinary share: paid during the year
    
    Pence
    
    
    37.74
    
    
    
    36.65
    
    
    
    33.94
    
    
    
    29.5
    
    
    
    26.8Dividends per ordinary share: approved or proposed during the year
    
    Pence
    
    
    36.37
    
    
    
    38.49
    
    
    
    35.64
    
    
    
    33.0
    
    
    
    28.7Dividends per ordinary share: paid during the year
    
    US
    
    $
    0.592
    
    
    
    0.579
    
    
    
    0.523
    
    
    
    0.593
    
    
    
    0.513Dividends per ordinary share: approved or proposed during the year
    
    US
    
    $
    0.571
    
    
    
    0.608
    
    
    
    0.549
    
    
    
    0.663
    
    
    
    0.549
 
 1
    
    Since the implementation of IFRS by the
Company, there have been no significant changes in accounting standards,
interpretations or policies that have had a material financial impact on the
selected financial data.The selected financial data incorporates businesses acquired in the period
from the date of their acquisitions, principally KeySpan Corporation acquired
in August 2007 and our Rhode Island gas distribution operations acquired in
August 2006. Comparatives for 2008 have been restated for the finalization of
the fair value exercise on the acquisition of KeySpan Corporation.2
    
    Items previously reported for 20072010
separately as other operating income have been included within revenue.3
    
    Items previously reported for 2007 -
2010 have been restated to reflect the impact of the bonus element of the
rights issue and as a result of the additional shares issued as scrip
dividends.4
    
    Comparative Earnings Per Share data have
been restated to reflect the impact of the additional shares issued as scrip
dividends 1




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##### Table of Contents



Dividends
 Financial Calendar
 Exchange Rates
   High
    
    LowJune 2011*
    
    
    1.6452
    
    
    
    1.6334May 2011
    
    
    1.6543
    
    
    
    1.6118April 2011
    
    
    1.6648
    
    
    
    1.603March 2011
    
    
    1.6387
    
    
    
    1.5973February 2011
    
    
    1.6265
    
    
    
    1.5994January 2011
    
    
    1.6160
    
    
    
    1.5464December 2010
    
    
    1.5857
    
    
    
    1.5391
 Average**2010/11
    
    
    1.562009/10
    
    
    1.582008/09
    
    
    1.542007/08
    
    
    2.012006/07
    
    
    1.91
 
 *
    
    For the period to 9 June 2011.**
    
    The average for each period is calculated by using the average of the
exchange rates on the last day of each month during the period. Risk Factors
 Risk factors
 
 Item 4. Information on the Company
 History and development of the Company
 .
 Operating and Financial Review Note 6 Discontinued operations Key milestones Definitions and glossary of terms
 Business overview
 Operating and Financial Review Note 1 Segmental analysis Definitions and glossary of terms
 Organizational structure
 Management structure  from 4 April 2011 Management structure  until 3 April 2011 Note 36 Subsidiary undertakings, joint ventures and associates
 2




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##### Table of Contents



Property, plant and equipment
 United Kingdom
  UK electricity and gas transmission.
   UK gas distribution.
  United States
   3




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##### Table of Contents



US electricity transmission.
 US electricity and gas distribution.
 Note 11 Property, plant and equipment Where We Operate Principal Operations
 
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 Operating and Financial Review Directors Report statutory disclosures Adoption of new accounting standards Definitions and glossary of terms
 
 Item 6. Directors, Senior Management and Employees
 Board of Directors Directors Remuneration Report Note 23 Pensions and other post-retirement benefits Note 30 Actuarial information on pensions and other post-retirement benefits Corporate Governance Employees Note 2 Operating costs: (b) Number of employees Note 25 Share capital
  
 Item 7. Major Shareholders and Related Party Transactions
 Major shareholders
  4




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##### Table of Contents



Number of
Ordinary
    
    % of 
OutstandingShares
    
    Share Capital*Black Rock Inc.
    
    
    182,630,798
    
    
    
    5.21Legal and General Group plc
    
    
    138,503,443
    
    
    
    3.99Crescent Holding GmbH
    
    
    149,414,285
    
    
    
    4.31Capital
Group Companies, Inc.
    
    
    176,730,831
    
    
    
    5.04
 
 *
    
    This number is calculated in relation to the issued share capital at the time the holding was disclosed.   17 43
 Note 29 Related party transactions
 
 Item 8. Financial Information
 Accounting policies Adoption of new accounting standards Consolidated balance sheet Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated cash flow statement Notes to the consolidated financial
statements  analysis of items in the primary statements Notes to the consolidated financial statements  supplementary information  Details of material litigation as at 31 March 2011 Total shareholder return
 
 Item 9. The Offer and Listing
 Price history
  Ordinary Share(Pence)
    
    ADS ($)High
    
    Low
    
    High
    
    Low2010/11
    
    
    666.00
    
    
    
    474.80
    
    
    
    51.00
    
    
    
    36.722009/10
    
    
    685.50
    
    
    
    511.00
    
    
    
    56.59
    
    
    
    38.252008/09
    
    
    754.00
    
    
    
    515.00
    
    
    
    74.89
    
    
    
    36.642007/08
    
    
    863.00
    
    
    
    686.00
    
    
    
    86.58
    
    
    
    69.222006/07
    
    
    797.50
    
    
    
    552.00
    
    
    
    78.81
    
    
    
    48.832005/06
    
    
    613.50
    
    
    
    489.25
    
    
    
    53.45
    
    
    
    44.482004/05
    
    
    549.50
    
    
    
    421.25
    
    
    
    52.06
    
    
    
    37.592010/11 Q4
    
    
    598.31
    
    
    
    521.50
    
    
    
    48.41
    
    
    
    42.29Q3
    
    
    600.50
    
    
    
    536.50
    
    
    
    48.88
    
    
    
    42.76Q2
    
    
    565.00
    
    
    
    480.30
    
    
    
    44.17
    
    
    
    36.72Q1
    
    
    666.00
    
    
    
    474.80
    
    
    
    51.00
    
    
    
    36.772009/10 Q4
    
    
    685.50
    
    
    
    619.50
    
    
    
    55.13
    
    
    
    46.85Q3
    
    
    683.50
    
    
    
    572.50
    
    
    
    56.59
    
    
    
    46.13Q2
    
    
    628.00
    
    
    
    529.50
    
    
    
    52.00
    
    
    
    43.05Q1
    
    
    617.00
    
    
    
    511.00
    
    
    
    50.25
    
    
    
    38.25June 2011*
    
    
    607.00
    
    
    
    586.00
    
    
    
    49.95
    
    
    
    48.20May 2011
    
    
    639.00
    
    
    
    607.00
    
    
    
    52.18
    
    
    
    49.65April 2011
    
    
    617.42
    
    
    
    583.50
    
    
    
    51.43
    
    
    
    47.65
 5




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##### Table of Contents



Ordinary Share(Pence)
    
    ADS ($)High
    
    Low
    
    High
    
    LowMarch 2011
    
    
    598.31
    
    
    
    541.50
    
    
    
    48.41
    
    
    
    43.41February 2011
    
    
    575.99
    
    
    
    533.00
    
    
    
    46.97
    
    
    
    44.12January 2011
    
    
    583.50
    
    
    
    521.50
    
    
    
    45.75
    
    
    
    42.29December 2010
    
    
    590.00
    
    
    
    538.50
    
    
    
    44.87
    
    
    
    43.01
 
 *
    
    For the period to 9 June 2011. Markets
  
 Item 10. Additional Information
 Articles of Association
   General
  Directors
       6




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##### Table of Contents



Rights, Preferences and Restrictions
 (i) Dividend rights
    (ii) Voting rights
  (iii) Liquidation rights
  Variation of Rights
  General Meetings
  Rights of Non-Residents
  7




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Disclosure of Interests
       Material contracts
   Underwriting Agreement
  8




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##### Table of Contents



Exchange controls
  Taxation
   
    
    the beneficial owner of the ADSs or ordinary shares, as applicable, and of any
dividends that you receive;
    
    an individual resident or citizen of the US, a US corporation, or a US partnership,
estate, or trust (but only to the extent the income of the partnership, estate, or trust
is subject to US taxation in the hands of a US resident person); and
    
    not also a resident of the UK for UK tax purposes.
    A US Holder should consult its own adviser as to the tax consequences of the purchase,
ownership and disposition of ADSs or ordinary shares in light of its particular circumstances,
including the effect of any state, local or other national laws.
 9




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##### Table of Contents



Taxation of Dividends
   Taxation of Capital Gains
   UK Stamp Duty and Stamp Duty Reserve Tax (SDRT)
  10




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##### Table of Contents



US Information Reporting and Backup Withholding
   UK Inheritance Tax
  Documents on display
  
 Item 11. Quantitative and Qualitative Disclosures about Market Risk
 Financial position and financial management Treasury Policy Commodity contracts Note 31 Supplementary information on
derivative financial instruments Note 32 Financial risk Note 33 Commodity risk
 
 Item 12. Description of Securities Other than Equity Securities Depositary Fees and Charges
  Persons Depositing or Withdrawing Shares Must Pay:
    
    For:$5.00 per 100 ADSs (or portion of 100 ADSs)
    
    Issuance of ADSs,
including issuances
resulting from a
distribution of shares or rights or
other property;
cancellation of
 11




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##### Table of Contents



Persons Depositing or Withdrawing Shares Must Pay:
    
    For:ADSs
for the purpose of
withdrawal, including
if the deposit
agreement terminates;
distribution of
securities
distributed to
holders of deposited
securities which are
distributed by the
Depositary to ADS
registered holders.$.02 or less per ADS (or a portion thereof)
    
    Cash distributions to
holders, except for
distributions of cash
dividends.Registration or transfer fees
    
    Transfer and
registration of
shares on our share
register to or from
the name of the
Depositary or its
agent when they
deposit or withdraw
shares.Expenses of the Depositary
    
    Cable, telex and
facsimile
transmissions (when
expressly provided in
the deposit
agreement);
converting foreign
currency to US
dollars.Taxes and other governmental charges the Depositary
or the custodian has to pay on any ADS or share
underlying an ADS, for example, stock transfer
taxes, stamp duty or withholding taxes
    
    As necessary.
 Depositary Payments to the Company
   shrrelations@mellon.com
 12




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##### Table of Contents



PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 A. Disclosure controls and procedures
  B. Managements evaluation of the effectiveness of internal control over financial reporting
  Internal Control-Integrated Framework
 C. Independent auditor attestation
  D. Change in internal control over financial reporting
  13




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##### Table of Contents



Item 16. [Reserved]
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
  Year Ended
    
    Year EndedMarch 31,
    
    March 31,2011
    
    2010£mAudit fees
    
    
    7.9
    
    
    
    8.4Audit related fees
    
    
    0.0
    
    
    
    0.2Tax fees
    
    
    0.9
    
    
    
    1.4All other fees
    
    
    1.8
    
    
    
    1.0Total
    
    £
    10.6
    
    
    £
    11.0
   
 (1)
    
    The aggregate fees billed by PricewaterhouseCoopers LLP for the audit
of the Companys financial statements and regulatory reporting for the
fiscal year ended 31 March 2011 and the review of interim financial
statements for the six months ended 30 September 2010 were
£7.9million. Fees billed by PricewaterhouseCoopers LLP for the audit
of the Companys financial statements and regulatory reporting for the
fiscal year ended 31 March 2010 and the review of interim financial
statements for the six months ended 30 September 2009, were
£8.4million.(2)
    
    The aggregate fees billed by PricewaterhouseCoopers LLP for assurance
and related services that were reasonably related to the performance
of the audit or review of the Companys financial statements and are
not disclosed under Audit Fees above were £0.0 million in fiscal
2010/11 and £0.2million in fiscal 2009/10.(3)
    
    Aggregate fees billed by PricewaterhouseCoopers LLP for tax
compliance, tax advice and tax planning were £0.9 million in fiscal
2010/11 and £1.4million in fiscal 2009/10.(4)
    
    Aggregate fees billed by PricewaterhouseCoopers LLP for all other
services in fiscal 2010/11 were £1.7million. Other services include
fees relating to the rights issue, assurance on various systems
projects and sundry services, all of which have been subject to Audit
Committee approval. Aggregate fees billed by PricewaterhouseCoopers
LLP for all other services in fiscal 2009/10 were £1.0million. 14




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##### Table of Contents



Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
   (c). Total Number of
    
    (d). Maximum NumberShares Purchased
    
    of Shares (Rounded)(b). Average
    
    as Part of Publicly
    
    that May Yet Be(a). Total Number of
    
    Price Paid
    
    Announced Plans
    
    Purchased Under thePeriods
    
    Shares Purchased
    
    per Share
    
    or Programs
    
    Plans or Programs
  Note
 
 Item 16F. Change in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
 Corporate governance practices: difference from
New York Stock Exchange (NYSE) listing standards
 15




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##### Table of Contents



PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
 Accounting policies Adoption of new accounting standards Consolidated balance sheet Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated cash flow
statement Notes to the consolidated financial statements  analysis of items in the
primary statements Notes to the consolidated financial statements 
supplementary information
  Report of Independent Registered Public Accounting Firm
 
    
 16




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##### Table of Contents



Item 19. Exhibits
   17




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##### Table of Contents



Description1.1
    
    Articles of Association of National Grid plc adopted by Special Resolution
passed on 27 July 2009, effective 1 October 2009
    
    Incorporated by reference2(a)
    
    Amended and restated Deposit Agreement dated as of 1 August 2005 among
National Grid plc and The Bank of New York. (Exhibit 2 (a) to National Grid
plc Form 20-F dated 17 June 2008 File No. 1-14958)
    
    Incorporated By Reference2(b).1
    
    Amended and Restated Trust Deed dated 26 July 2010 among National Grid plc,
National Grid Electricity Transmission plc and the Law Debenture Trust
Corporation p.l.c. relating to a 15,000,000,000 Euro Medium Term Note
Programme.
    
    Filed herewith2(b).2
    
    Amended and Restated Trust Deed dated 18 February 2011 among National Grid Gas
plc, National Grid Gas Finance (NO 1) plc and the Law Debenture Trust
Corporation p.l.c relating to a 10,000,000,000 Euro Medium Term Note
Programme.
    
    Filed herewith4(a).1
    
    Underwriting Agreement among National Grid plc and the underwriting banks
named therein, dated as 20 May 2010. (Exhibit 4.A.1 to National Grid plc Form
20-F dated 25 May 2010 File No. 1-14958)
    
    Incorporated by reference4(c).1
    
    Service Agreement among National Grid plc and Mark Fairbairn 23 January 2007.
(Exhibit 4 (c).2 to National Grid Transco Form 20-F dated 19 June 2007 File
No. 1-14958)
    
    Incorporated by reference4(c).2
    
    Service Agreement among The National Grid plc and Steven Holliday dated 1
April 2006. (Exhibit 4.(c).3 to National Grid Transco Form 20-F dated 19 June
2007 File No. 1-14958)
    
    Incorporated by reference4(c).3
    
    Service Agreement among National Grid Group plc, National Grid Company plc and
Steve Lucas dated 13 June 2002. (Exhibit 4.5 to National Grid Transco Form
20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).4
    
    Service Agreement among National Grid Transco plc, National Grid Company plc
and Nicholas Winser dated 28 April 2003. (Exhibit 4.8 to National Grid Transco
Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).5
    
    Employment Agreement among National Grid plc, National Grid USA and Thomas
King dated 11 July 2007. (Exhibit 4 (c).9 to National Grid plc Form 20-F
dated 17 June 2008 File No. 1-14958)
    
    Incorporated by reference4(c).6
    
    Letter of Appointment  Linda Adamany (Exhibit 4 (c).9 to National Grid plc
Form 20-F dated 19 June 2007 File No. 1-14958)
    
    Incorporated by reference4(c).7
    
    Letter of Appointment  Philip Aiken (Exhibit 4 (c).11 to National Grid plc
Form 20-F dated 17 June 2008 File No. 1-14958)
    
    Incorporated by reference4(c).8.1
    
    Letter of Appointment  John Allan (Exhibit 4.10 to National Grid Transco
Form 20-F dated 15 June 2005 File No. 1-14958)
    
    Incorporated by reference4(c).8.2
    
    Letter dated 7 March 2006 to John Allan relating to appointment as chairman of
Remuneration Committee. (Exhibit 4 (c).8.2 to National Grid plc Form 20-F
dated 20 June 2006 File No. 1-14958)
    
    Incorporated by reference4(c).9
    
    Letter of Appointment  Ken Harvey (Exhibit 4.10 to National Grid Transco
Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).10
    
    Letter of Appointment  Sir John Parker (Exhibit 4.12 to National Grid
Transco Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).11
    
    Letter of Appointment  Stephen Pettit (Exhibit 4.13 to National Grid Transco
Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference
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##### Table of Contents



Description4(c).12
    
    Letter of Appointment  Maria Richter (Exhibit 4.14 to National Grid Transco
Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).13
    
    Letter of Appointment  George Rose (Exhibit 4.15 to National Grid Transco
Form 20-F dated 16 June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).14
    
    National Grid plc Deferred Share Plan. (Exhibit 4 (c).16 to National Grid plc
Form 20-F dated 20 June 2006 File No. 1-14958)
    
    Incorporated by reference4(c).15
    
    National Grid Executive Share Option Plan 2002 (Exhibit 4 (c) to National Grid
Group Form 20-F dated 21 June 2002 File No. 1-14958)
    
    Incorporated by reference4(c).16
    
    National Grid Group Share Matching Plan 2002 (Exhibit 4 (c) to National Grid
Group Form 20-F dated 21 June 2002 File No. 1-14958)
    
    Incorporated by reference4(c).17
    
    National Grid Transco Performance Share Plan 2002 (as approved 23 July 2002 by
a resolution of the shareholders of National Grid Group plc, adopted 17
October 2002 by a resolution of the Board of National Grid Group plc, amended
26 June 2003 by the Share Schemes Sub-Committee of National Grid Transco plc,
and amended 5 May 2004 by the Share Schemes Sub-Committee of National Grid
Transco plc) (Exhibit 4.19 to National Grid Transco Form 20-F dated 16 June
2004 File No. 1-14958)
    
    Incorporated by reference4(c).18
    
    National Grid Executive Share Option Scheme (Exhibit 4D to National Grid Group
S-8 dated 26 July 2001 File No. 333-65968)
    
    Incorporated by reference4(c).19
    
    Lattice Group Short Term Incentive Scheme (approved by a resolution of the
shareholders of BG Group plc effective 23 October 2000; approved by a
resolution of the Board of National Grid Transco plc on 30 April 2004; amended
by resolutions of the Board of Lattice Group plc effective on 21 October 2002
and 13 May 2004) (Exhibit 4.23 to National Grid Transco Form 20-F dated 16
June 2004 File No. 1-14958)
    
    Incorporated by reference4(c).20
    
    Service Agreement among The National Grid plc and Andrew Bonfield dated 1
November 2010.
    
    Filed herewith8
    
    List of subsidiaries
    
    Filed herewith12.1
    
    Certification of Steve Holliday pursuant to Rule 13a-14(a) of the Exchange Act.
    
    Filed herewith12.2
    
    Certification of Andrew Bonfield pursuant to Rule 13a-14(a) of the Exchange Act
    
    Filed herewith13
    
    Certifications of Steve Holliday and Andrew Bonfield furnished pursuant to
Rule 13a-14(b) of the Exchange Act (such certifications are not deemed filed
for purpose of Section 18 of the Exchange Act and not incorporated by
reference in any filing under the Securities Act).
    
    Filed herewith15.1
    
    National Grid plc Annual Report and Accounts 2010/11, in extracted form
    
    Filed herewith15.2
    
    Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm to National Grid plc
    
    Filed herewith
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SIGNATURE
  NATIONAL GRID PLCBy:
    /s/ Andrew BonfieldAndrew BonfieldFinance Director 
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