Exhibit 4(b)(iv)

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CONTRACT OF SERVICEdated 13 June 2002 betweenNational
  Grid Group plc(to become National Grid Transco
  plc) whose registered offices are at 15 Marylebone Road, London, NW1 5JD, England
  (the Company) and Sir John Parker (You).

Pre-Condition

This Contract shall be conditional upon the scheme of arrangement for the merger of the Company and Lattice Group plc becoming unconditional and effective by not later than 31stMarch 2002 or such later date (if any) as the Company and Lattice Group plc may agree and the High Court may allow.

Definitions

For the purposes of this Contract (the Contract)

|(a) | Associated Company
      means a company whose equity capital (as defined by Section 744 of the Companies
      Act 1985) is, as to 20% or more but less than 50%, beneficially owned by
      one or more Group Company and any subsidiary of any such company. For the
      purposes of this definition subsidiary shall have the meaning ascribed by
      Section 736 of the Companies Act (as amended).
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Board means the Board
      of Directors of the Company or any sub-committee thereof.                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Group Company means
      any company within the Group.                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | Group means the Company,
      any holding company of the Company and subsidiaries of the Company or subsidiaries
      of any such holding company and any Associated Company of any of them. For
      the purpose of this definition subsidiary and holding company shall have
      the meaning ascribed by Section 736 of the Companies Act 1985 (as amended).                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | Confidentiality and Business
      Protection Agreement means the Lattice Group plc Confidentiality and
      Business Protection Agreement.                                                                                                                                                                                                                                                                 

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|1.  | Office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1 | You will be retained by the Company
      as Non-Executive Director and Chairman of the Company. During your service
      you will perform such duties and exercise such powers as the Board may from
      time to time reasonably assign to you or may be necessary to discharge your
      duties as Chairman and such duties and powers as may relate to or concern
      the business of any Group Company.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.  | Term of Appointment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Your service, subject to Clause
      5.1 of this Contract, will continue until terminated by either party giving
      to the other not less than 12 months notice in writing (the Notice
      Period) expiring on any date.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.  | Main Duties and Outside
      Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1 | During your service you will
      comply with the companys Compliance Code and the Companys Statement
      of Business Principles and all other policies, rules and regulations issued
      by the Company.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2 | You will devote as much time
      as is necessary to fulfil your duties unless you are prevented by ill health
      from so doing. You will, if so required, carry out duties for and/or act
      as director or officer of any Group Company or Associated Company.                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3 | You will not during this service
      directly or indirectly enter into or be concerned or interested in any other
      business (other than those already notified to and approved by the Board)
      and/or take office in any other business except with the prior consent of
      the Board. Nevertheless, you may be or become a holder for investment purposes
      of not more than 3 percent of any class of securities listed on any Recognised
      Stock Exchange. You will be required, on request, to provide the Company
      with details of such holdings.

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|3.4 | The foregoing is not intended to prohibit
      your involvement in the activities of relevant professional bodies nor other
      non-executive directorships, but requires the prior consent of the Board,
      such consent will not be unreasonably witheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.  | Pay and Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1 | You will receive fees at the
      rate of £225,000 per year, payable monthly on the 15thof each month two weeks in arrears and two weeks in advance. This will be
      reviewed by the Board in April of each year provided that the first such
      review will occur in April 2003. Fees may be increased or decreased. Except
      in other exceptional circumstances, decreases will only apply if there is
      a significant reduction in your time commitment from the current level.
      These fees will, unless otherwise agreed in writing with the Company, be
      inclusive of all fees and other remuneration which you maybe or become entitled
      to as Chairman or Director of the Company or any Group Company or Associated
      Company for the time being.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2 | Nothing in this Contract will
      prevent the Company, where it thinks fit, from resolving to pay any temporary
      additional remuneration or bonus or from providing some other benefit to
      you on the basis that it will not constitute an increase in fees for the
      purpose of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.3 | At the Companys discretion
      you will have the opportunity of participating in the Lattice 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 continued right to any continued participation in the
      same. Membership of such schemes is subject to and in accordance with the
      rules of the relevant schemes as amended from time to time.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.4 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|    | discretionary and
      does not form part of your contractual terms and conditions of appointment.                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5 | The Company will
      reimburse you with the amount of all reasonable hotel, travelling and other
      expenses properly incurred in the performance of your duties. You will provide
      evidence of such expenditure to the Company as required.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.6 | 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.  | Termination
      of Employment                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.1 | Your service may
      be terminated by the Company without notice or payment in lieu of notice
      if you:                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 5.1.1                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 5.1.2                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 5.1.3                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | 5.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | become of unsound mind or become
      a patient under the Mental Health Act 1983; or                       
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                             
|    | 5.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | resign as, or cease to be, a
      director of the Company; or                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                             
|    | 5.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | are disqualified from being a
      director of the Company by reason of an order made by a competent court.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.2 | The termination by
      the Company of the appointment shall be without prejudice to any claim which
      the Company may have for damages arising from breach of this Agreement by
      you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.3 | If you become ill
      or are unable properly to perform your duties by reason of ill-health, accident
      or otherwise for a period of at least 3 months, the Company may terminate
      your contract for service by giving to you not less than 3 months
      notice in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.4 | You must resign from
      any office held in the Company or any Group Company or Associated Company
      if you are asked to do so by the Company. If you do not resign as Chairman
      and an officer of the Company or any Group Company or Associated Company
      having been requested to do so the Company will be appointed as your attorney
      to effect your resignation. By entering into this contract you irrevocably
      appoint the Company as your attorney to act on your behalf to execute any
      document or do anything in your name necessary to effect your resignation.
      If there if any doubt as to whether such a document (or other thing) has
      been carried out within the authority conferred by this Clause, a certificate
      in writing (signed by any director or the secretary of the Company) will
      be sufficient to prove that the act of thing falls within that authority.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.  | Confidential
      Information & Business Protection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | You acknowledge that
      in the ordinary course of your service you will be exposed to information
      about the Companys business and the business of other Group Companies
      and that of the Companys and the Group Companies suppliers and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|    | customers which may
      amount to a trade secret, be confidential or be commercially sensitive and
      which may not be readily available to others engaged in a similar business
      to that of the Company or any of the Group Companies or to the general public
      and which if disclosed will be liable to cause significant harm to the Company
      or such Group Companies. You have therefore agreed to accept the restrictions
      in this clause.                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.1 | You will not
      during the period of your service with the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | sell or seek to
      sell to anyone information required by you in the course of your service
      with the Company;                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                
|    | 6.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | obtain or seek to obtain
      any financial or other advantage (direct or indirect) from disclosure of
      such information.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                
|6.2 | You will not either
      during your service or after its termination without limit in time for your
      own purposes or for any purposes other than those of the Company of any
      Group Company (for any reason and in any manner) use of divulge or communicate
      to any person, firm, company or organisation except to those officials of
      any Group Company whose province it is to know the same any Confidential
      Information acquired or discovered by you in the course of your service
      with the Company relating to private affairs or business of the Company
      or any Group Company or their suppliers, customers, management or shareholders. |                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.3 | The restrictions
      contained in this clause do not apply to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | any disclosure authorised
      by the Board or required in the ordinary and proper course of your service
      or as required by the order of a court of competent jurisdiction or an appropriate
      regulatory authority or otherwise required by law; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                
|    | 6.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | any information which you
      can demonstrate was known to you prior to the commencement of your service
      with the Company or a Group                                                                                                                   

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Company or is in the public domain
      otherwise than as a result of a breach by you of this clause 6; or                                                           | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                      
|    | 6.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any information disclosed
      to you by a third party who is not bound by any duty of confidence to the
      Company or any Group Company.                         | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                      
|    | 6.3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The provisions of this clause
      are without prejudice to the duties and obligations to be implied at common
      law by reason of your service with the Company. | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.  | Termination
      by Reorganisation or Reconstruction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1 | If there is a change
      of control (as hereinafter defined) and this Contract is terminated
      by the Company within twelve months of the change of control
      taking effect (excluding a termination in accordance with clause 5 of the
      Contract) the Company shall, as liquidated damages, pay to you within one
      month of termination, an amount equal to one years fees at the rate
      current on the date of termination (the Damages). No payment
      will be made if you are offered an equivalent position in the new organisation.
      For this purpose this Contract is terminated when notice is
      given, or if no notice is given, the date the Contract ends. For the avoidance
      of doubt, the merger between the Company and Lattice Group plc shall not
      be such a change of control.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2 | Any payments made
      under Clause 7.1 above shall be made less any deductions which the Company
      may be required by law to make including, without limitation, in respect
      of tax and other statutory deductions, and are conditional on you agreeing
      to be bound by the restrictive covenants in the Confidentiality and Business
      Protection Agreement and shall be accepted by you in full and final settlement
      of all claims which you have or may have against the Company or any subsidiary
      or associated company arising out of the termination of this Contract and
      your employment, save for any personal injury claims. It is agreed that
      the Damages are a genuine pre-estimate of your loss and shall not be reduced
      by reason of the doctrines of mitigation and accelerated receipt.

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|7.3 | For the purposes
      of this Contract, a change of control shall occur if:                                                                            |                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|    | 7.3.1                                                                                                                                                     | the Company becomes a subsidiary
      of another company, unless this is a part of a process of reconstruction
      under which the Company becomes a subsidiary of another company which is
      owned by substantially the same shareholders as the shareholders of the
      Company;        
|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                    
|    | 7.3.2                                                                                                                                                     | 50% or more of the voting rights
      for the time being of the Company become vested in any individual or body
      or group of individuals or bodies acting in concert (as defined in the City
      Code on Take-Overs and Mergers);                                                          
|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                    
|    | 7.3.3                                                                                                                                                     | the right to appoint or remove
      the majority of the Board becomes vested in any individual or body or group
      of individuals or bodies sorting in concert (as defined in the City Code
      on Take-Overs and Mergers);                                                                  
|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                    
|    | 7.3.4                                                                                                                                                     | all or substantially all of
      the business, assets and undertakings of the Company becomes owned by any
      person, firm or company (other than a subsidiary or associated company).                                                                                                         
|    |                                                                                                                                                          
|8.  | Company Property                                                                                                                                          |                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                          
|8.1 | At any time during
      your service (at the request of the Company) or when your service terminates,
      you will immediately return to the Company:- |                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                          
|    | •                                                                                                                                                         | All documents and other material
      (whether originals or copies) made or compiled by or delivered to you during
      your service and concerning the Company or any Group Company or Associated
      Company. You will not retain any copies of any materials or other information;
      and

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|     | •                                                                                                                                                                                                                                                                                                                                                                         | All other property (including
      your Company car) belonging or relating to the Company or any Group Company
      or Associated Company which is in your possession or under your control.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          
|9.   | Data Protection
      Act 1998                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | For the purposes
      of the Data Protection Act 1998 you give your consent to the holding and
      processing of personal data provided by you to the Company for all purposes
      relating to the performance of this Contract, but not limited to:                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | •                                                                                                                                                                                                                                                                                                                                                                         | administering and maintaining
      personnel records;                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                               
|     | •                                                                                                                                                                                                                                                                                                                                                                         | paying and reviewing fees and
      other remuneration and benefits;                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                               
|     | •                                                                                                                                                                                                                                                                                                                                                                         | providing and administering benefits
      (including, if relevant life insurance, permanent health insurance and medical
      and accident insurance);                                      
|     |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                               
|     | •                                                                                                                                                                                                                                                                                                                                                                         | taking decisions as to your fitness
      for work;                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.  | Other                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.1 | Notice under this
      Contract will be deemed to be given if sent by either party by registered
      post addressed to the other party at their last known address, and will
      be deemed to be given on the day when it would generally be delivered after
      such posting.                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.2 | There are no fixed
      disciplinary rules applicable to your service. Disciplinary decisions will
      be taken by the Board as a whole.                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                          
|10.3 | This Contract and
      the Confidentiality and Business Protection Agreement shall take effect
      as from the pre-condition being satisfied, from which date all other agreements
      or arrangements, whether written or oral, express or implied, between you
      and any Group Company relating to your services shall be deemed to have
      been cancelled.

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|10.4 | The expiration or determination
      of this Contract shall not affect those terms which are expressed to operate
      or have effect after its termination (including the provision set out in
      the Confidentiality and Business Protection Agreement) and shall be without
      prejudice to any right of action already secured to either party in respect
      of a breach of this Contract by the other party. | 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.5 | This contract is governed by
      and will be interpreted in accordance with the laws of England and Wales.
      Each of the parties submits to the exclusive jurisdiction of the English
      courts as regards any claim or matter arising under this Contract.                                                                                                                                                         | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.6 | You hereby warrant and represent
      that you will not be in breach of any existing or former terms of employment
      applicable to you or of any other obligation binding on you by reason of
      entering into this Contract.                                                                                                                                                                                        | 

THIS DOCUMENTis executed as a deed and delivered by the parties on the date set out above.

|Signed as a deed and delivered
      by | ) | ..............................................
|--------------------------------------- | - | ----------------------------------------------
|National Grid Group plc                 | ) | ..............................................
|                                        |   |                                               
|                                        |   |                                               

|Signed as a deed and delivered
      by        | ) | 
|---------------------------------------------- | - | 
|Sir John Parker in the                         | ) | 
|presence of                                    | ) | 
|.............................................. |   | 
|Name                                           |   | 
|                                               |   | 
|Address                                        |   | 
|                                               |   | 
|Occupation                                     |   | 

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