**Exhibit 4.11**

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| **National Grid Transco** |                   |   |   |   |   | 1-3      Strand                   |   |   | T +44      (0) 20 7004 3000 |   |
|---------------------------|------------------------|--------|--------|--------|--------|-----------------------------------|--------|--------|-----------------------------|--------|
| London WC2N 5EH           | F +44 (0) 20 7004 3004 |
|                      |                   |   |   |   |   |                              |   |   | www.ngtgroup.com            |   |
|                      |                   |   |   |   |   |                              |   |   |                        |   |
|                           |                        |        |        |        |        |                                   |        |   |                        |        |
| 5th June 2003             |                   |   |   |   |   | Sir John    Parker FREng          |   |   |                        |   |
|                      |                   |   |   |   |   | Chairman                          |   |   |                        |
|                      |                   |   |   |   |   |                              |   |   |                        |
| Professor    Paul Joskow  |                   |   |   |   |   | D: +44      (0) 20 7004 3010 |   |   |                        |
| 7    Chilton Street       |                   |   |   |   |   | F: +44      (0) 20 7004 3012 |   |   |                        |
| Brookline                 |                   |   |   |   |   | M: +44      (0) 7831 496201  |   |   |                        |
| MA    02446-3902          |                   |   |   |   |   | john.parker@ngtgroup.com          |   |   |                        |
|                      |                   |   |   |   |   |                              |   |   |                        |
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|                      |                   |   |   |   |   |                              |   |   |                        |
|                      |                   |   |   |   |   |                              |   |   |                        |

 

| Dear |  |
|------|--|

With reference to your letter of appointment dated 27th March 2000 as amended by the letter dated 24th October 2001, I am writing to confirm the terms of your appointment as a Non-Executive Director of National Grid Transco plc (the "Company") with effect from 1 April 2003. It is agreed that this is a contract for services and is not a contract of employment.

| Appointment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Your appointment, which commenced on 27th March      2000, was for an initial term of three years, ending at the Company's AGM      in 2003. The Board has agreed to extend the period of your appointment      to the Company's AGM in 2005, unless otherwise terminated earlier in accordance      with the Company's Articles of Association or by and at the discretion      of either party upon one month's-written notice. Continuation of your contract      of appointment is contingent on satisfactory performance and re-election      at forthcoming AGMs. In the unlikely event that shareholders do not support      your appointment or other shareholder action terminates your appointment      before the 2005 AGM, you will not be entitled to receive damages for breach      of contract. As you know, it is Board policy that Non-Executive Directors      are typically expected to serve two three-year terms; any extension to      this is subject to review by the Nominations Committee (prior to making      recommendations to the Board) in the light of good corporate governance    policy at the time. |
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| Time Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Overall we anticipate a time commitment      of approximately 2-21⁄2 days on average per month taking account of reading      and preparation time for Board and Committee meetings. This will include      attendance at Board meetings (estimated 9 scheduled meetings per annum      of which 2-3 per annum will be in the USA) plus ad hoc and emergency meetings,      the AGM, any extraordinary general meetings, 2 Board strategy sessions      and at least one site visit per year. It is planned that certain Board      meetings will be held out of London at the Company's operations (in the    UK and USA).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| By confirming this appointment, you have      agreed that you are able to allocate sufficient time to meet the expectations      of your role including appropriate preparation time. The agreement of the    Chairman should be sought before accepting additional commitments that might      affect the time you are able to devote to your role as a Non-Executive    Director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   | National Grid Transco plc                           |
|--------|-----------------------------------------------------|
|   | Registered Office: 1–3 Strand, London WC2N 5EH |
|   | Registered in England and Wales, No    4031152      |

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

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

| • | provides effective business leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; |
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| • | sets the Company's strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; and |
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| • | sets the Company's values and standards and ensures that its obligations to its shareholders and others are understood and met. |
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| In addition to these requirements    of all directors, the role of the non-executive has the following key elements: |
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| •                                                                                                               | **Strategy:**Non-Executive Directors should constructively challenge and contribute to the development of strategy; |

| • | **Performance:**Non-Executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; |
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| • | **Risk:**Non-Executive Directors should satisfy themselves that the financial function of the Company is professionally managed and that financial controls and systems of risk management are robust and defensible; and |
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| • | **People:**Non-Executive Directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning. |
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CommitteesThis letter refers to your appointment as a Non-Executive Director of the Company. You have also been requested to serve on the Audit Committee and be chairman of the Finance Committee.

FeesYou will be paid an annual retainer fee of £30,000gross per annum which will be paid monthly in arrears. You will also be entitledto attendance fees of £1,500 for each Board meeting held in your countryof residence and £3,000for each overseas meeting. This attendance fee is intended to cover your attendanceat any Committee meetings. For your chairmanship of the Finance Committee youwill receive £12,500 per annum. You will not receive any additional feesfor membership of, or attendance at, any Board Committee meetings. The Companywill reimburse you for all reasonable and properly documented expenses you incurin performing the duties of your office. The Board shall review the above feesfrom time to time and they are therefore subject to change. All fees and paymentswill be made in US dollars at the rate of exchange applicable at the date ofpayment and subject to any deductions required to be made by the Company.

 

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| Outside Interests                                                                                                                                                                                                                                                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| It is accepted      and acknowledged that you have business interests other than those of the      Company and have declared any conflicts that are apparent at present. In      the event that you become aware of any potential conflicts of interest,      these should be disclosed to the Chairman and/or Company Secretary as soon    as apparent. |
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| The Board of the Company have determined    you to be independent according to the provision of the Combined Code.                                                                                                                                                                                                                                       |
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| Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| You will, naturally, during your appointment      and following its termination not disclose or communicate to any person      (except as required by law or in the course of the proper performance of      your duties, or with the consent of the Board of Directors) nor use for      your own account or advantage any confidential information relating to      the Company or any of its subsidiary or associate companies which you obtained    during your appointment or otherwise. |
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| You will be required to return all papers    containing confidential information on termination of the appointment.                                                                                                                                                                                                                                                                                                                                                                           |
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| Your attention is also drawn to the requirements      under both legislation and regulation as to the disclosure of price sensitive      information. Consequently you should avoid making any statements that might      risk a breach of these requirements without prior clearance from the    Chairman or Company Secretary.                                                                                                                                                              |
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| Induction                                                                                                                                                                                                                                                                                                                                                                                     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| You have already been provided with an      introduction to the Company and its businesses and detailed information      on a variety of areas plus a directors' information pack. We have also      arranged for various site visits and meetings with senior and middle management      and the Company's advisors. We will also arrange for you to meet major    investors as appropriate. |
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| Review Process                                                                                                                                                                                                                                                                                                                                                                                |
| The performance of individual directors      and the whole Board and its Committees is evaluated annually. If, in the      interim, there are any matters which cause you concern about your role    you should discuss them with the Chairman as soon as is appropriate.                                                                                                                     |

 

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| Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The Company has directors' and officers'      liability insurance and it is intended to maintain such cover for the full      term of your appointment. A summary of the cover is included in your directors'    information pack.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| Independent Professional Advice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Occasions may arise when you consider      that you need professional advice in the furtherance of your duties as      a director. Circumstances may occur when it will be appropriate for you      to seek advice from independent advisors at the Company's expense. Please      advise either the Chairman or the Company Secretary should you seek such      advice. The Company will reimburse the full cost of expenditure incurred    in accordance in respect of such advice.                                                                                                                                                                                                                                                                                                                                                                                              |
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| Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| In the event that you are made a party      or are threatened to be made a party to any threatened, pending or completed      action, suit or proceeding, whether civil, criminal, administrative or      investigative, by reason of the fact that you are or were a director of      the Company, the Company shall indemnify you against expenses (including      legal fees) actually and reasonably incurred by you in connection with      such action, suit or proceeding and against judgments, fines and amounts      paid in settlement in connection with such action, suit or proceeding to      the fullest extent permitted by the Companies Act 1985 as amended and any      other applicable law or regulation, as from time to time in effect. Such      right of indemnification shall be without prejudice to any other rights    to which you may be entitled. |
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| Governing Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| The agreement contained in this letter      shall be governed by, and construed in accordance with, English law and    shall be subject to the exclusive jurisdiction of the English courts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| This appointment letter represents the      entire understanding, and constitutes the whole agreement, in relation      to the Appointment and supersedes any previous agreement between yourself    and the Company with respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| On a personal level, I am delighted that      you are continuing to serve on the Board of National Grid Transco plc and    I look forward to our continuing working relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| Yours sincerely                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| **Sir John Parker     Chairman**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| Agreed and Accepted by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| Paul Joskow                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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