Exhibit 4.4

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THE NATIONAL GRID GROUP PLC and NATIONAL GRID
COMPANY
PLC

And

Steven Holliday

Dated 6th March 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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**THIS SERVICE AGREEMENT DATED 6th March
       2001 IS BETWEEN:**

**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 Steven
  Holliday.

|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, Europe, National Grid Group and you will report to the
      Group Chief Executive.
|    |                                                                                                                                                                                                                                                                                                        
|1.2 | Your appointment to this post
      will be effective from 30th March 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 National
      Grid House, Kirby Corner Road, Coventry CV4 8JY, but you will also be provided
      with an office in the Group Headquarters at 15 Marylebone Road, London NW1
      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 £270,000 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 1 April 2001.

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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 1 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
      30th March 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 you with
      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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|10.2 | You will, subject to compliance
    with sub-clause 10.1 above and to Clause 15 below, be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 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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|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.3 | During your employment, you
    will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | except in the proper course of your duties
        under this Agreement remove from Company premises or copy or allow others
        to copy (or transmit by fax, e-mail or other means) the contents of any
        document, computer disk, tape or other tangible item which contains any
        Confidential Information
or which belongs to the Company; or
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | at any time make any untrue or misleading
        statement
relating to the Company, or any of its Subsidiaries or Associates.                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                  
|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)                                                                                                                                                                                          
|     |                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                          
|     |                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                          

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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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|16.1 | WAIVER OF RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|16.1 | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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:                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     | (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;                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                             | 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 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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Signed for and on behalf of
The National Grid Group plc and The National Grid Company plc

|       |  |       
|------ |  | ------
|Signed | 
|       |  |       
|Date   |  | 6.3.01
|       |  |       
|       |  |       
|       |  |       

I accept employment with the National Grid
    Group plc and The National Grid Company plc on the terms and conditions contained
in this Service Agreement.

|       |  |        
|------ |  | -------
|Signed | 
|       |  |        
|Date   |  | 13.3.01
|       |  |        



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SCHEDULE 1

THE NATIONAL GRID GROUP plc and THE NATIONAL GRID
COMPANY plc

SUMMARY OF ENHANCED PENSION AND LIFE ASSURANCE
ARRANGEMENTS

Steven Holliday

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 30th March 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | You may retire early and opt
      for payment of an immediate pension, subject to the consent of the Companies,
      at any time after age 55 in which case you will be entitled to an immediate
      pension calculated on your Pensionable Service and your Pensionable Salary
    at the date of termination.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|    | (b)                                                                                                                                                                                                                                                                                                                                                         | a deferred pension (and lump sum) payable
        at your request from age 50, or such later date as you may choose but
        no later than 60. The pension (and lump sum) will be calculated on your
        Pensionable Service and your Pensionable Salary at the date of termination.
        Should such a termination. occur after your 50th birthday you will be
        entitled to an immediate pension (and lump sum) calculated on your Pensionable
        Service and your Pensionable Salary
at the date of termination.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.                                              
|    |                                                                                                                                                                                                                                                                                                                                                            
|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)                                                                                                                                                                                                                                                                                                                                                         | the Salary paid or payable in the highest
        paid year in the, last five years of Pensionable Service, or if Pensionable
        Service is for a shorter period than five years in respect of such shorter
    period, or;                                                                                                                                                                                                                                                                                                        

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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the average annual Salary paid in the
        three highest paid consecutive years in the last ten of Pensionable Service,
        or if your Pensionable Service is for a shorter period, in respect of
    such shorter period.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|11. | 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 (£91,800 for the 2000/2001
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.
If your full pension promise cannot be met from the National Grid Company plc
Section of the ESPS, you will be provided with additional benefits of appropriate
value under a separate agreement. 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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