**Exhibit 4.12**

 

----

| **National Grid Transco** | 1-3 Strand                    | T +44        (0) 20 7004 3000 |
|---------------------------|-------------------------------|-------------------------------|
| London WC2N 5EH           | F +44 (0) 20 7004        3004 |
|                      | www.ngtgroup.com              |

12 January 2004

Sir John Parker“Kemendine”Court WoodNewton FerrersPlymouthPL8 1 BW

Dear Sir John

I am writing to confirm the amended    terms of your appointment as Non-Executive Director and Chairman of National    Grid Transco plc (the “Company”) a role which you took on from    21 October 2002 (the Merger effective date). It is agreed that this is a    contract for services and is not a  contract of employment. The terms contained    within this letter replace those contained within your Contract of Service,    dated 13 June 2002, which it is agreed are superseded in entirety by the    terms of this letter and which take effect from 1 October 2003.

AppointmentYou were appointed by the Board of the Company (the “Board”) as Non-ExecutiveDirector and Chairman from 21 October 2002. As a Non-Executive Director yourappointment will continue for a period of three years ending at the Company’sAnnual General Meeting (AGM) in 2006  unless otherwise terminated earlier inaccordance with the Company’s Articles of Association, or by and at thediscretion of either party upon six month’s written notice. Continuationof your appointment is contingent upon satisfactory performance and re-electionat AGMs. In the  unlikely event that shareholders do not support your appointmentor other shareholder action terminates your appointment, you will not be entitledto receive damages for breach of contract other than any payment in respect ofnotice.

During your period of appointment you will comply with all relevant policies, rules and regulations issued by the Company.

|                                                       | National Grid Transco        plc |
|------------------------------------------------------------|----------------------------------|
| Registered Office: 1–3 Strand,        London WC2N 5EH |
| Registered in England and Wales,        No 4031152         |

 

----

| **National Grid Transco**   |
|----------------------------------|

Time CommitmentWe have agreed a time commitment of 21⁄2 days per week.

The agreement of the Board should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a Non-Executive Director and Chairman of the Company.

You should also have regard    to your duties as a Director in light of the UKLA Listing Rules and Combined    Code and obligations arising as a result of the Company’s shares being listed on the New York Stock Exchange, as set out in the relevant section in the Directors’ Information Pack which is attached. You will also be subject to the Company’s Share Dealing Code as set out in the Directors Information Pack.

Role  Non-Executive Directors have the same general legal responsibilities to the      Company as any other Director. The Board as a whole is collectively responsible      for promoting the success of the Company by directing and supervising theCompany’s affairs.

Your responsibilities as Chairman are required by the new Combined Code to be set out in writing and agreed by the Board. These responsibilities are now being discussed with you prior to such approval.

CommitteesThis letter refers to your appointment as a Non-Executive Director and Chairman of the Company. You will also continue to chair the Nominations Committee.

Fees and other Remuneration and Benefits  You will be paid an annual fee of £300,000 gross per annum which will  be paid monthly in arrears. You will not receive any additional fees for attendance  at any Board meeting, for membership of any Board Committee or attendance at  any Board Committee meetings. The Company will reimburse you for all reasonable  and properly documented expenses you incur in performing the duties of your  office. The Board shall review the above fees from time to time and they are  therefore subject to change. All fees and payments will be made in sterling  subject to any deductions required to be made by the Company.

At the Company’s discretion you will have the opportunity of participating in the Company’s    personal accident and private medical insurance schemes on the terms agreed    by the Board for the Executive Directors. The Company may amend, suspend    or terminate these schemes, or any part thereof, at any time in its absolute    discretion and you shall have no continuing right to any continued participation    in the same. Membership is subject to and in accordance with the rules of the relevant schemes as amended from time to time.

 

----

| **National Grid Transco**   |
|----------------------------------|

Life assurance cover will be provided to you of an amount and on terms that would have been available had you been, throughout the period of your appointment as Chairman, a member of the Lattice Group Pension Scheme. The level of cover will be equivalent to four times your prevailing level of fees. In this connection, you will be required to have an initial medical assessment to establish the cost of cover, following which you may, from time to time, be requested to undergo further medical examinations.

The Company will provide you with a chauffeur, car and fuel expenses for all private and business use under the terms and conditions agreed by the Board, from time to time, to apply to Executive Directors. Provision of this benefit is discretionary and does not form part of your contractual terms and conditions.

Any income tax assessed on these benefits will be for your account.

The Company reserves the right to deduct from your fees any overpayment of fees or other payments, made by mistake or through misrepresentation or for any other reason. Upon termination of your appointment, the Company may deduct from your final payment, or any other termination payments due, an amount equal to any sums you owe to the Company and you hereby agree to any such deductions.

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

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

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

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

 

----

| **National Grid Transco**   |
|----------------------------------|

Review ProcessThe performance of individual Directors, the whole Board and its Committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role you should discuss them with the Chief Executive, the Deputy Chairman or the Group Company Secretary and General Counsel as soon as is appropriate.

Insurance  The Company has directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. A summary of the cover is included in your Directors’ InformationPack.

Independent Professional AdviceOccasions    may arise when you consider that you need professional advice in the furtherance    of your duties as a Director. Circumstances may occur when it will be appropriate    for you to seek advice from independent advisors at the Company’s expense.    Please advise the Group Company Secretary and General Counsel should you    seek such advice. The Company will reimburse the full cost of expenditureincurred in respect of such advice.

IndemnityIn the event that you are made a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were a Director of the Company, the Company shall indemnify you against expenses (including legal fees) actually and reasonably incurred by you in connection with such action, suit or proceeding and against judgements, fines and amounts paid in settlement in connection with such action, suit or proceeding to the fullest extent permitted by the Companies Act 1985 as amended and any other applicable law or regulation, as from time to time in effect. Such right of indemnification shall be without prejudice to any other rights to which you may be entitled.

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

 

----

| **National Grid Transco**   |
|----------------------------------|

Entire AqreementThis appointment letter represents the entire understanding, and constitutes the whole agreement, in relation to the Appointment.

Yours sincerely

**James Ross****Deputy Chairman**

Agreed and Accepted by

Sir John Parker

 

----