**EXHIBIT 4(c).2**Dated   Friday 23rd January 2007**NATIONAL GRID PLC**and**MARK FAIRBAIRN****SERVICE AGREEMENT**
 

 
ThisAgreement is made on      between**(1)** National Grid plc incorporated in the UK with registered number 04031152 whose registeredoffice is at 1-3 The Strand, London WC2N 5EH (the “**Company**”); and**(2)** Mark Fairbairn of The Old Forge, Church Lane, Bearley, Stratford Upon Avon, Warwickshire,CV37 0SL (the “**Executive**”).This agreement records the terms on which the Executive will serve the Company.**1** **Interpretation**   In this agreement (and any schedules to it): **1.1** **Definitions**   “**Board**” means the board of directors of the Company from time to time or any person orcommittee nominated by the board of directors as its representative for the purposes of thisagreement;   “**Employment**” means the employment governed by this agreement;   “**Group**” means the Company, its ultimate holding company from time to time and the Company’sassociates (as defined in section 435 of the Insolvency Act 1986) from time to time;   “**Group Company**” means a member of the Group and “**Group Companies**” will be interpretedaccordingly;   “**holding company**” has the meaning given in section 736 of the Companies Act 1985;   “**Listing Rules**” means the listing rules made by the Financial Services Authority in exerciseof its functions as competent authority pursuant to Part VI of the Financial Services andMarkets Act 2000; and   “**Termination Date**” means the date on which the Employment terminates. **2** **Commencement of Employment** **2.1** The Employment will start on 1 January 2007 (the “**Commencement Date**”). TheEmployment will continue until termination in accordance with the provisions of thisagreement. The Executive’s period of continuous employment began on 25September1989.
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**3** **Appointment and Duties of the Executive** **3.1** The Executive will serve as Director, Gas Distribution from 1 January 2007 or inany other executive capacity as the Executive and the Company may agree from time to time. **3.2** The Executive will: **3.2.1** devote the whole of his time, attention and skill to the Employment;  **3.2.2** properly perform his duties and exercise his powers;  **3.2.3** accept any offices or directorships as reasonably required by the Board;  **3.2.4** comply with all rules and regulations issued by the Company;  **3.2.5** obey the directions of the Board; and  **3.2.6** use his best endeavours to promote the interests and reputation of everyGroup Company.**3.3** The Executive accepts that with his consent (which he will not unreasonablywithhold or delay): **3.3.1** the Company may require him to perform duties for any other Group Companywhether for the whole or part of his working time. In performing those duties clause3.2.4 will apply as if references to the Company are to the appropriate Group Company.The Company will remain responsible for the payments and benefits he is entitled toreceive under this agreement; and  **3.3.2** the Company may transfer the Employment to any other Group Company.**3.4** The Executive will keep the Board (and, where appropriate the board of directors ofany other Group Company) fully informed of his conduct of the business, finances or affairs ofthe Company or any other Group Company in a prompt and timely manner. He will provideinformation to the Board in writing if requested. **3.5** The Executive will promptly disclose to the Board full details of any wrongdoing byany employee of any Group Company where that wrongdoing is material to that employee’semployment by the relevant company or to the interests or reputation of any Group Company. **3.6** At any time during the Employment the Company may require the Executive to undergoa medical examination by a medical practitioner appointed by the Company. The Executiveauthorises that medical practitioner to disclose to the Company any report or test resultsprepared 
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  or obtained as a result of that examination and to discuss with it any mattersarising out of the examination which are relevant to the Employment or which might prevent theExecutive properly performing the duties of the Employment. **4** **Hours** **4.1** The Executive will comply with the Company’s normal hours of work and will alsowork any additional hours which may be reasonably necessary to perform his duties to thesatisfaction of the Board. He will not receive any further remuneration for any hours workedin addition to the normal working hours. **4.2** The Executive and the Company agree the Executive is a managing executive for the purposes ofthe Working Time Regulations 1998 (the “**Regulations**”) and is able to determine the duration ofhis working time himself. As such, the exemptions in Regulation 20 of the Regulations willapply to the Employment. **5** **Interests of the Executive** **5.1** The Executive will disclose promptly in writing to the Board all his interests (forexample, shareholdings or directorships) in any businesses whether or not of a commercial orbusiness nature except his interests in any Group Company. **5.2** Subject to clause 5.3, during the Employment the Executive will not be directly orindirectly engaged or concerned in the conduct of any activity which is similar to or competeswith any activity carried on by any Group Company (except as a representative of the Companyor with the written consent of the Board). **5.3** The Executive may not hold or be interested in investments which amount to morethan three per cent of the issued investments of any class of any one company whether or notthose investments are listed or quoted on any recognised Stock Exchange or dealt in on theAlternative Investments Market. **5.4** The Executive will (and will procure that his spouse and dependent children) complywith all rules of law, including Part V of the Criminal Justice Act 1993, the Model Code asset out in the annex to Chapter 9 of the Listing Rules as amended from time to time and rulesor policies applicable to the Company from time to time in relation to the holding or tradingof securities.
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**6** **Location** **6.1** The Executive will work at the Warwick office of the Company or anywhere elsewithin the United Kingdom or the U.S.A. required by the Board. He will be required to traveland work outside the United Kingdom from time to time but unless otherwise agreed with theBoard will not be required to live outside the United Kingdom. **7** **Base Salary and Benefits** **7.1** The Company will pay the Executive a base salary of £400,000 per annum. Base salarywill accrue from day to day and will be paid in equal monthly instalments on or before thelast day of each month. Salary will be reviewed annually, normally commencing in April of eachyear. The first review will take place in April 2008. **7.2** The salary referred to in clause 7.1 will be inclusive of any remuneration or feeswhich the Executive is or becomes entitled to as an office holder in the Company or any GroupCompany or any other company in which theExecutive becomes an office holder as part of or in connection with his duties under thisAgreement. To achieve this: **7.2.1** the Executive will repay any fees he receives to the Company; or  **7.2.2** his base salary will be reduced by the amount of those fees; or  **7.2.3** a combination of the methods set out in clauses 7.2.1 and 7.2.2 will beapplied.**7.3** The Executive may, at the discretion of the Remuneration Committee, be invited toparticipate in any bonus plan operated by the Company from time to time. If so invited, theExecutive’s participation in such bonus plan and the amount (if any) payable under it will beat the discretion of the Remuneration Committee and/or in accordance with the rules of thatplan from time to time in force. Participation in a bonus plan for one year does not entitlethe Executive to participation in any bonus plan for any other year. **7.4** The Company will provide a car for the Executive’s use in accordance with the rulesof the Company Car Scheme, as amended from time to time. **7.5** The Executive’s pension provisions are set out in the attached Schedule. **7.6** If the Executive complies with any eligibility requirements or other conditions setby the Company and any insurer appointed by the Company, the Executive and his spouse andchildren under 21 years of age who reside with the Executive or children in full timeeducation up to the age of
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  24 may participate in the Company’s private health insurancearrangements at the Company’s expense and subject to the terms of those arrangements from timeto time. The Company reserves the right at any time to withdraw this benefit or to amend theterms upon which it is provided. **7.7** The Executive is entitled to 33 days’ paid holiday each year (in addition toEnglish bank/other public holidays) to be taken at times approved in advance by the Board. TheExecutive’s holiday year commences in the month of his birth and ends on the preceding monthin the following year. Holidays may not be carried forward from one holiday year to the nextwithout the Board’s prior approval. The Executive agrees the provisions of Regulations15(1)-(4) inclusive of the Regulations (dates on which leave is taken) do not apply to theEmployment. **7.8** Holiday entitlement will accrue from day to day. For part years, the Executive’sholiday entitlement for the year will be pro-rated to the length of his service in that year.The Executive will be paid for any accrued holiday not taken at the Termination Date unlessthe Employment is terminated for gross misconduct or in accordance with clause 11.6. TheCompany mayrequire the Executive to take any accrued holiday during any notice period. If on theTermination Date the Executive has exceeded his accrued holiday entitlement, the excess maybe deducted from any sums due to him. The formula for calculating the amount of holiday dueto the Executive and any payments or repayments to be made is 1/260 of the Executive’sannual base salary. **7.9** Without prejudice to the Company’s right to terminate the Employment at any time inaccordance with clause 11 and provided the Executive complies with the absence notificationrequirements of the Company from time to time in force: **7.9.1** the Executive will continue to receive full base salary if he is absentfrom work as a result of illness or injury for 182 days in any consecutive period of 12months. Thereafter, the Executive will receive payment at half of his base salary for afurther 182 of absence as a result of illness or injury and thereafter, the payment ofbase salary will cease. In this clause ”day” includes Saturdays, Sundays and publicholidays;  **7.9.2** the amount of any benefit which the Executive is entitled to claim duringthat period of absence under any Social Security or National Insurance Scheme inEngland and Wales and/or any scheme of which the Executive is a non-contributory memberby virtue of the Employment will be deducted from any base salary paid to him. The
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   Company will pay the Executive statutory sick pay under the Social SecurityContributions and Benefits Act 1992 (as amended) and any base salary paid to him willbe deemed to include statutory sick pay. The Company reserves the right to offset theamount of these benefits against base salary paid to the Executive even if theExecutive has not recovered them.**7.10** If the Executive is absent from work due to sickness or injury which is caused bythe fault of another person, and as a consequence recovers from that person or another personany sum representing compensation for loss of base salary under this agreement, the Executivewill repay to the Company any money it has paid to him as base salary in respect of the sameperiod of absence. **8** **Expenses** **8.1** The Company will refund to the Executive all reasonable expenses properly incurredby him in performing his duties under this agreement, provided that these are incurred inaccordance with Company policy from time to time.The Company will require the Executive to produce receipts or other documents as proof thathe has incurred any expenses he claims. **8.2** If the Executive is provided with a credit or charge card by the Company this mustnormally be used for expenses which he incurs in performing the duties of the Employment. Itmay be used for personal expenses only in exceptional circumstances. **9** **Confidentiality** **9.1** Without prejudice to the common law duties which he owes to the Company theExecutive agrees that he will not, except in the proper performance of his duties, copy, useor disclose to any person any of the Company’s trade secrets or confidential information. Thisrestriction will continue to apply after the termination of the Employment without limit intime but will not apply to trade secrets or confidential information which become public otherthan through unauthorised disclosure by the Executive. The Executive will use his bestendeavours to prevent the unauthorised copying use or disclosure of such information.   For the purposes of this agreement trade secrets and confidential information includebut will not be limited to technical data, know-how, information technology andknow-how relating to the Company, customer lists, pricing information, informationrelating to the Company’s marketing and financial strategies, marketing materials,financial information and any other information concerning the affairs 
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   of the Companywhich is for the time being confidential, which the Executive is told is confidentialor which by its nature is obviously confidential and whether such information is inwritten, oral, visual, electronic or any other form.**9.2** In the course of the Employment the Executive is likely to obtain trade secrets andconfidential information belonging or relating to other Group Companies and other persons. Hewill treat such information as if it falls within the terms of clause 9.1 and clause 9.1 willapply with any necessary amendments to such information. If requested to do so by the Companythe Executive will enter into an agreement with other Group Companies and any other persons inthe same terms as clause 9.1 with any amendments necessary to give effect to this provision. **9.3** Nothing in this agreement will prevent the Executive from making a “protecteddisclosure” in accordance with the provisions of the Employment Rights Act 1996.**10** **Intellectual Property** **10.1** The Executive must disclose immediately to the Company any discovery or invention,secret process or improvement in procedure made or discovered by the Executive during hisemployment in connection with or in any way affecting or relating to the business of theCompany or any Group Company or capable of being used or adapted for use in or in connectionwith any such company (“**Inventions**”) which Inventions will belong to and be the absoluteproperty of the Company or such other person, firm, company or organisation as the Company mayrequire. **10.2** If requested by the Board (whether during or after the termination of hisemployment) the Executive will at the expense of the Company apply or join in applying forletters patent or other similar protection in the United Kingdom or any other part of theworld for all Inventions and will do everything necessary (including executing documents) forvesting letters patent or other similar protection when obtained and all right and title toand interest in all Inventions in the Company absolutely and as sole beneficial owner or insuch other person, firm, company or organisation as the Company may require. **10.3** The Executive will (both during and after the termination of his employment) atthe Company’s expense anywhere in the world and at any time promptly do everything (includingexecuting documents) that may be required by the Board to defend or protect for the benefit ofthe Company all Inventions and the right and title of the Company to them.
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**10.4** The provisions of clause 10.1 to 10.3 (inclusive) are without prejudice to theprovisions of the Patents Act 1977. **10.5** The entire copyright and all similar rights (including future copyright, the rightto register trade marks or service marks and the right to register designs and design rights)throughout the world in works of any description produced by the Executive in the course of orin connection with his employment (“**Works**”) will vest in and belong to the Company absolutelythroughout the world for the full periods of protection available in law including allrenewals and extensions. **10.6** The Executive will (both during and after the termination of his employment) atthe Company’s request and expense anywhere in the world and at any time promptly do everything(including executing documents) that may be required by the Board to assure, defined orprotect the rights of the Company in all Works. **10.7** For the purposes of this clause 10 the Executive hereby irrevocably andunconditionally waives in favour of the Company the moral rights conferred on the Executive byChapter IV Part 1 of the Copyright Designs and Patents Act 1988 in respect of any Inventionsor Works in which the copyright is vested in the Company under this clause 10 otherwise. **10.8** The Executive will not make copies of any computer files belonging to any GroupCompany or their service providers and will not introduce any of his own computer files intoany computer used by any Group Company in breach of any Group Company policy, unless he hasobtained the consent of the Board. **10.9** By entering into this agreement the Executive irrevocably appoints the Company toact on his behalf to execute any document and do anything in his name for the purpose ofgiving the Company (or its nominee) the full benefit of the provision of clause 10 or theCompany’s entitlement under statute. If there is any doubt as to whether such a document (orother thing) has been carried out within the authority conferred by this clause 10.9, acertificate in writing (signed by any director or the secretary of the Company) will besufficient to prove that the act or thing falls within that authority. **11** **Termination and Suspension** **11.1** The Employment will continue until terminated by either party giving writtennotice as set out in clause 11.2. **11.2** Either party may terminate the Employment by giving not less than 12 months’written notice to the other.
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**11.3** Notwithstanding the other provisions of this agreement and in particular clause11.2, the Employment will automatically terminate on the Executive’s 65th birthday, subjectalways to the Executive’s right to request to work beyond that date in accordance with theEmployment Equality (Age) Regulations 2006. **11.4** The Company may at its sole and absolute discretion pay base salary alone (asreferred to in clause 7.1, at the rate in force at the time such payment is made) in lieu ofany unexpired period of notice (less any deductions the Company is required by law to make).For the avoidance of doubt, the Executive is not entitled to participate in or benefit fromany severance, termination or redundancy plan operated by any member of the Group. **11.5** The Company may terminate the Employment by giving written notice to takeimmediate effect whether or not the Executive’s entitlement to sick pay, contractual orotherwise, has been exhausted if the Executive does notperform the duties of the Employment for a period of 364 days (whether or not consecutive)in any period of 2 years. This notice can be given whilst the Executive continues not toperform his duties or on expiry of the 364 day period. In this clause, ‘days’ includesSaturdays, Sundays and public holidays. **11.6** The Company may terminate the Employment by giving written notice to takeimmediate effect if the Executive: **11.6.1** has not performed his duties under this agreement to the standard requiredby the Board; or  **11.6.2** commits any serious or persistent breach of his obligations under thisagreement; or  **11.6.3** does not comply with any term of this agreement; or  **11.6.4** does not comply with any lawful order or direction given to him by theBoard; or  **11.6.5** is guilty of any gross misconduct or conducts himself (whether inconnection with the Employment or not) in a way which is harmful to any Group Company;or  **11.6.6** is guilty of dishonesty or is convicted of an offence (other than amotoring offence which does not result in imprisonment) whether in connection with theEmployment or not; or  **11.6.7** commits (or is reasonably believed by the Board to have committed) abreach of any legislation in force which may affect or relate to the business of anyGroup Company; or
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 **11.6.8** becomes of unsound mind, is bankrupted or has a receiving order madeagainst him or makes any general composition with his creditors or takes advantage ofany statute affording relief for insolvent debtors; or  **11.6.9** becomes disqualified from being a director of a company or the Executive’sdirectorship of the Company terminates without the consent or concurrence of theCompany; or.  **11.6.10** fails to maintain or becomes disqualified from maintaining registrationwith any regulatory body, membership of which is reasonably required by the Company forthe Executive to carry out his duties.**11.7** Where the Company terminates the Employment by giving written notice to takeimmediate effect in accordance with either clause 11.5 or 11.6, forthe avoidance of doubt there is no obligation to give notice as set out in clause 11.1 or anyother period of notice or to make any payment in lieu of notice. **11.8** The Executive will have no claim for damages or any other remedy against theCompany if the Employment is terminated for any of the reasons set out in clause 11.5 or 11.6. **11.9** When the Employment terminates the Company may deduct from any money due to theExecutive (including remuneration) any amount which he owes to any Group Company. **11.10** The Company may suspend the Executive from the Employment on full base salary atany time, and for any reason for a reasonable period to investigate any matter in which theExecutive is implicated or involved (whether directly or indirectly) and to conduct anyrelated disciplinary proceedings. **12** **Garden Leave** **12.1** Neither the Company nor any Group Company is under any obligation to provide theExecutive with any work. At any time after notice to terminate the Employment is given byeither party under clause 11 above, or if the Executive resigns without giving due notice andthe Company does not accept his resignation, the Company may, at its absolute discretion,require the Executive to take a period of absence called garden leave for a maximum period of6 months (the “**Garden Leave Period**”). The provisions of this clause shall apply to any GardenLeave Period. **12.2** The Company may require that the Executive will not, without prior written consentof the Board, be employed or otherwise engaged in the conduct of 
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  any activity, whether or notof a business nature during the Garden Leave Period. Further, if so requested by the Company,the Executive will not: **12.2.1** enter or attend the premises of the Company or any other Group Company; or  **12.2.2** contact or have any communication with any customer or client of theCompany or any other Group Company in relation to the business of the Company or anyother Group Company (other than purely social contract); or  **12.2.3** contact or have any communication with any employee, officer, director,agent or consultant of the Company or any other Group Company in relation to thebusiness of the Company or any other Group Company; or  **12.2.4** remain or become involved in any aspect of the business of the Company orany other Group Company except as required by such companies.**12.3** The Company may require the Executive: **12.3.1** to comply with the provisions of clause 15, save that he will not berequired to return his Company car; and  **12.3.2** to immediately resign from any directorship, trusteeships or other officeswhich he holds in the Company, any other Group Company or any other company where suchdirectorship or other office is held as a consequence or requirement of the Employment,unless he is required to perform duties to which any such directorship, trusteeship orother office relates in which case he may retain such directorships, trusteeships orother offices while those duties are ongoing. The Executive hereby irrevocably appointsthe Company to be his attorney to execute any instrument and do anything in his nameand on his behalf to effect his resignation if he fails to do so in accordance withthis clause 12.3.2.**12.4** During the Garden Leave Period, the Executive will be entitled to receive his basesalary and all contractual benefits (excluding bonuses) in accordance with the terms of thisagreement. Any unused holiday accrued at the commencement of the Garden Leave Period and anyholiday accrued during any such period will be deemed to be taken by the Executive during theGarden Leave Period. **12.5** At the end of or at any time during the Garden Leave Period, the Company may, atit sole and absolute discretion, pay the Executive base salary alone (as defined in clause7.1) in lieu of the balance of any period of notice given
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  by the Company or the Executive(less any deductions the Company is required by law to make). **12.6** During the Garden Leave Period: **12.6.1** the Executive shall provide such assistance as the Company or any GroupCompany may require to effect an orderly handover of his responsibilities to anyindividual or individuals appointed by the Company or any Group Company to take overhis role or responsibilities;  **12.6.2** the Executive shall make himself available to deal with requests forinformation, provide assistance, be available for meetings and to advise on mattersrelating to work (unless the Company has agreed the Executive may be unavailable for aperiod); and  **12.6.3** the Company may appoint another person to carry out his duties insubstitution for the Executive.**12.7** All duties of the Employment (whether express or implied), including withoutlimitation the Executive’s duties of fidelity, good faith and exclusive service, shallcontinue throughout the Garden Leave Period save as expressly varied by this clause 12. **12.8** The Executive agrees the exercise by the Company of its rights pursuant to thisclause 12 shall not entitle the Executive to claim that he has been constructively dismissed. **13** **Restrictions after Termination of Employment** **13.1** In this clause:   “**Prohibited Area**” means the United Kingdom and any other country in the world in which theCompany or any Group Company has material business interests in the period of 12 monthsending on the Relevant Date;   “**Relevant Date**” means the Termination Date or, if earlier, the date on which the Executivecommences any Garden Leave Period;   “**Restricted Period**” means the period of 12 months less any Garden Leave Period commencing onthe Termination Date; and **13.2** The Executive is likely to obtain trade secrets and confidential information andpersonal knowledge of and influence over customers clients and employees of the Group duringthe course of the Employment. To protect these interests of the Company, the Executive agreeswith the Company that he will be bound by the following covenants:
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 **13.2.1** during the Restricted Period and within the Prohibited Area he will not beemployed in, or carry on for his own account or for any other person, whether directlyor indirectly, (or be a director of any company engaged in) any business which, byvirtue of its location or otherwise, is or is about to be in competition with anybusiness of the Company or any other Group Company being carried on by such company atthe Relevant Date provided he was concerned or involved with that business to amaterial extent at any time during the 12 months prior to the Relevant Date; and  **13.2.2** during the Restricted Period he will not (either on his own behalf or foror with any other person, whether directly or indirectly), entice or try to entice awayfrom the Company or any other Group Company any person who was senior employee,director, officer, agent, senior consultant or senior associate of such a company atthe TerminationDate and who had been senior employee, director, officer, agent, senior consultantor senior associate at any time during the six months prior to the Relevant Date andwith whom he had worked closely at any time during that period.**13.3** Each of the paragraphs contained in clause 13.2 constitutes an entirely separateand independent covenant. If any covenant is found to be invalid this will not affect thevalidity or enforceability of any of the other covenants. **13.4** Following the Termination Date, the Executive will not represent himself as beingin any way connected with the businesses of the Company or of any other Group Company (exceptto the extent agreed by such a company). **13.5** Any benefit given or deemed to be given by the Executive to any Group Companyunder the terms of clause 13 is received and held on trust by the Company for the relevantGroup Company. The Executive will enter into appropriate restrictive covenants directly withother Group Companies if asked to do so by the Company. **14** **Offers on Liquidation**   The Executive will have no claim against the Company if the Employment is terminated byreason of liquidation in order to reconstruct or amalgamate the Company or by reason of anyreorganisation of the Company and the Executive is offered employment with the companysucceeding to the Company upon such liquidation or reorganisation and the new terms ofemployment offered to the Executive are no less favourable to him than the terms of thisagreement.
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**15** **Return of Company Property** **15.1** At any time during the Employment (at the request of the Company) and in any eventwhen the Employment terminates, the Executive will immediately return to the Company: **15.1.1** all documents and other materials (whether originals or copies) made orcompiled by or delivered to the Executive during the Employment and concerning all theGroup Companies. The Executive will not retain any copies of any materials or otherinformation; and  **15.1.2** all other property belonging or relating to any of the Group Companies.**15.2** When the Employment terminates the Executive will immediately return to theCompany any car provided to the Executive which is in the possessionor under the control of the Executive. The Company car must be returned in good condition(allowing for fair wear and tear). **15.3** If the Executive commences Garden Leave in accordance with clause 12 he may berequired to comply with the provisions of clause 15.1. **16** **Directorships** **16.1** The Executive’s office as a director of the Company or any other Group Company issubject to the Articles of Association of the relevant company (as amended from time to time).If the provisions of this agreement conflict with the provisions of the Articles ofAssociation, the Articles of Association will prevail. **16.2** The Executive must resign from any office held in any Group Company if he is askedto do so by the Company. **16.3** If the Executive does not resign as an officer of a Group Company, having beenrequested to do so in accordance with clause 16.2, the Company will be appointed as hisattorney to effect his resignation. By entering into this agreement, the Executive irrevocablyappoints the Company as his attorney to act on his behalf to execute any document or doanything in his name necessary to effect his resignation in accordance with clause 16.2. Ifthere is any doubt as to whether such a document (or other thing) has been carried out withinthe authority conferred by this clause 16.3, a certificate in writing (signed by any directoror the secretary of the Company) will be sufficient to prove the act or thing falls withinthat authority. **16.4** The termination of any directorship or other office held by the Executive will notterminate the Executive’s employment or amount to a breach of terms of this agreement by theCompany.
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**16.5** During the Employment the Executive will not do anything which could cause him tobe disqualified from continuing to act as a director of any Group Company. **16.6** The Executive must not resign his office as a director of any Group Companywithout the agreement of the Company. **17** **Notices** **17.1** Any notices given under this agreement must be given by letter or fax. Notice tothe Company must be addressed to its registered office at the time the notice is given. Noticeto the Executive must be given to him personally or sent to his last known address. **17.2** Except for notices given by hand, notices given by post will be deemed to havebeen given on the next working day after the day of posting and notices given by fax will bedeemed to have been given in the ordinary course of transmission. **18** **Statutory Particulars** **18.1** The written particulars of employment which the Executive is entitled to receiveunder the provisions of Part I of the Employment Rights Act 1996 are set out below, insofar asthey are not set out elsewhere in this agreement. **18.1.1** The Executive’s period of continuous employment began on 25 September 1989 and does not include any previous employment with any otheremployer.  **18.1.2** The Company’s disciplinary rules and dismissal, disciplinary and grievanceprocedures as set out in the Staff Handbook from time to time are applicable to theExecutive. The disciplinary rules are contractual. The dismissal, disciplinary andgrievance procedures are non-contractual.  **18.1.3** The Company’s normal hours of work are 09:00 to 17:00 Monday to Friday.  **18.1.4** There are no terms and conditions relating to collective agreements.**19** **Data Protection Act 1998** **19.1** For the purposes of the Data Protection Act 1998 (the “**Act**”) the Executive giveshis consent to the holding, processing and disclosure of personal data (including sensitivedata within the meaning of the Act) provided by the 
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      Executive to the Company for all purposes relating to the performance of this agreement including, but not limited to: **19.1.1** administering and maintaining personnel records;  **19.1.2** paying and reviewing base salary and other remuneration and benefits;  **19.1.3** providing and administering benefits (including if relevant, pension, lifeassurance, permanent health insurance and medical insurance);  **19.1.4** undertaking performance appraisals and reviews;  **19.1.5** maintaining sickness and other absence records;  **19.1.6** taking decisions as to the Executive’s fitness for work;  **19.1.7** providing references and information to future employers, and ifnecessary, governmental and quasi-governmental bodies for social security and otherpurposes, the Inland Revenue and the Contributions Agency;  **19.1.8** providing information to future purchasers of the Company or of thebusiness in which the Executive works; and  **19.1.9** transferring information concerning the Executive to a country orterritory outside the EEA.**19.2** The Executive acknowledges that during his Employment he will have access to andprocess, or authorise the processing of, personal data and sensitive personal data relating toemployees, customers and other individuals held and controlled by the Company. The Executiveagrees to comply with the terms of the Act in relation to such data and to abide by theCompany’s data protection policy issued from time to time. **20** **Contracts (Rights of Third Parties) Act 1999** **20.1** To the extent permitted by law, no person other than the parties to this agreementand the Group Companies shall have the right to enforce any term of this agreement under theContracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expresslyprovided in this clause the application of the Contracts (Rights of Third Parties) Act 1999 isspecifically excluded from this agreement, although this does not affect any other right orremedy of any third party which exists or is available other than under this Act.
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**21** **Miscellaneous** **21.1** This agreement may be entered into in any number of counterparts, all of whichtaken together shall constitute one and the same instrument. Any party may enter into thisagreement by executing any such counterpart. **21.2** This agreement may only be modified by the written agreement of the parties. **21.3** The Executive cannot assign this agreement to anyone else. **21.4** References in this agreement to rules, regulations, policies, handbooks or othersimilar documents which supplement it, are referred to in it or describe any pensions or otherbenefits arrangement are references to the versions or forms of the relevant documents asamended or updated from time to time. **21.5** This agreement supersedes any previous written or oral agreement between theparties in relation to the matters dealt with in it. It contains the whole agreement betweenthe parties relating to the Employment at the date the agreement was entered into (except forthose terms implied by law which cannot be excluded by the agreement of the parties). TheExecutive acknowledges that he has not been induced to enter into this agreement by anyrepresentation, warranty or undertaking not expressly incorporated into it. The Executiveagrees and acknowledges that his only rights and remedies in relation to any representation,warranty or undertaking made or given in connection with this agreement (unless suchrepresentation, warranty or undertaking was made fraudulently) will be for breach of the termsof this agreement, to the exclusion of all other rights and remedies (including those in tortor arising under statute). **21.6** Neither party’s rights or powers under this agreement will be affected if: **21.6.1** one party delays in enforcing any provision of this agreement; or  **21.6.2** one party grants time to the other party.**21.7**The Interpretation Act 1978 shall apply to this agreement in the same way as itapplies to an enactment. **21.8**References to any statutory provisions include any modifications or re-enactmentsof those provisions. **21.9**Headings will be ignored in construing this agreement. **21.10** If either party agrees to waives his rights under a provision of this agreement,that waiver will only be effective if it is in writing and it is signed by him. A party’sagreement to waive any breach of any term or condition of
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  this agreement will not be regardedas a waiver of any subsequent breach of the same term or condition or a different term orcondition. **21.11** This agreement is governed by and will be interpreted in accordance with the lawsof England and Wales. Each of the parties submits to the exclusive jurisdiction of the EnglishCourts as regards any claim or matter arising under this agreement.     **EXECUTED**as a **DEED**on behalf of Steve Holliday  NATIONAL GRID PLC Director       **EXECUTED**as a **DEED**by } /s/ MARK FAIRBAIRNMARK FAIRBAIRN    in the presence of:           /s/ L Innes  Witness’s signature                   Name L Innes  Address 18 Heron Lane    Stratford Upon Avon    Cv37 9EG       Occupation   PA         /s/ HELEN MAHY      Company Secretary    
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**Table of Contents**       **Contents**   **Page** 1 Interpretation  1        2 Commencement of Employment  1        3 Appointment and Duties of the Executive  2        4 Hours  3        5 Interests of the Executive  3        6 Location  4        7 Base Salary and Benefits  4        8 Expenses  6        9 Confidentiality  6        10 Intellectual Property  7        11 Termination and Suspension  8        12 Garden Leave  10        13 Restrictions after Termination of Employment  12        14 Offers on Liquidation  13        15 Return of Company Property  14        16 Directorships  14        17 Notices  15        18 Statutory Particulars  15        19 Data Protection Act 1998  15        20 Contracts (Rights of Third Parties) Act 1999  16        21 Miscellaneous  17