DATED 30TH MARCH, 1990-

THE GENERATORS
named herein

and

THE SUPPLIERS
named herein

and

ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
as Settlement System Administrator

and

POOL FUNDS ADMINISTRATION LIMITED
as Pool Funds Administrator

and
THE NATIONAL GRID COMPANY plc
as Grid Operator and Ancillary Services Provider
and
SCOTTISH POWER plc
and
ELECTRICITE DE FRANCE, SERVICE NATIONAL
as Externally Interconnected Parties
and 
THE OTHER PARTIES
named herein

POOLING AND SETTLEMENT AGREEMENT
for the Electricity Industry in England and Wales
(as amended at 17th October, 1996)

Main Text Schedules 1-8 and 10-22

Contents
PART I:  PRELIMINARY
1	Definitions and Interpretation
2	The Effective Date
3	Additional Parties

PART II:  OBJECTS, REVIEW AND PRIORITY
4	Objects and Purpose of the Agreement
5	Transitional Arrangements and Reviews
6	Entrenched Provisions, Inconsistencies and Conflicts

PART III:  POOL MEMBERSHIP AND GENERAL MEETINGS
7	Introduction
8	Pool Membership
9	General Meetings
10	Proceedings at General Meetings
11	Voting
12	Proxies
13	Matters reserved to the General Meeting:  Class Rights

PART IV:  THE EXECUTIVE COMMITTEE
14	Establishment of the Executive Committee
15	Membership of the Executive Committee
16	Pool Chairman
17	Chief Executive, Secretariat and Secretary
18	Proceedings of the Executive Committee
19	Conduct of Executive Committee Meetings
20	Delegation
21	Vacation of Office by Committee Members
22	Voting
23	Committee Members' Responsibilities and Protections
24	Powers of the Executive Committee

PART V:  LIMITATION OF LIABILITY
25	Limitation of Liability

PART VI:  THE SETTLEMENT SYSTEM ADMINISTRATOR
26	Appointment
27	Not Used
28	Not Used

PART VII:  THE SETTLEMENT SYSTEM ADMINISTRATOR'S RESPONSIBILITIES
29	Responsibilities
30	Not Used
31	Not Used
32	Not Used
33	Not Used
34	Costs, Fees and Expenses
34A	Second Tier System Charges

PART VIII: THE SETTLEMENT SYSTEM AND COMPUTER OPERATIONS
35	Development of the Settlement System
36	Change Management
37	Software
38	Not Used
39	Not Used
40	Not Used 
41 	Notification of Defects by Pool Members
42 	Not Used 
43 	Not Used 
44 	Not Used 
45 	Escrow Arrangements
46 	Not Used 

PART IX:  THE POOL AUDITOR AND SCHEDULING AND DESPATCH REVIEWS
47 	The Pool Auditor and Scheduling and Despatch Reviews
48 	Audit Instructions

PART X:  THE GRID OPERATOR'S RESPONSIBILITIES
49 	Responsibilities
50 	Standard of Care

PART XI:  ANCILLARY SERVICES AND THE ANCILLARY SERVICES PROVIDER
51 	Ancillary Services
51A 	Transmission Services
51B 	Transmission Services Scheme 2

PART XII:  SETTLEMENT RE-RUNS
52 	Settlement Re-runs

PARTY XIII:  RISK MANAGEMENT SCHEME
53 	Application
54 	Scheme Admission Conditions
55 	Rights and Obligations of Pool Members
56 	Review

PART XIV:  FUEL SECURITY
57 	Definitions
58 	Payment Instructions
59 	Record Keeping and Payments

PART XV:  METERING
60 	Metering

PARTY XVI:  POOL CIVIL EMERGENCIES
61 	Pool Civil Emergencies

PART XVII:  TRADING SITE
62 	Trading Site

PART XVIII:  THE POOL FUNDS ADMINISTRATOR, BILLING AND SETTLEMENT
63 	The Pool Funds Administrator
64 	Procedures Manual
65 	Billing and Settlement

PART XIX:  DEFAULT, TERM AND TERMINATION
66 	Default
67 	Term and Termination

PARTY XX:  CONFIDENTIALITY
68 	Definitions and interpretation
69 	Confidentiality for NGC and its Subsidiaries
70 	Confidentiality other than for NGC and its Subsidiaries
71 	Release of Information

PART XXI:  THE PARTICIPATION OF NGC
72 	The Participation of NGC
73 	Not Used

PART XXII:  MISCELLANEOUS
74 	Force Majeure
75 	Notices
76 	Assignment
77 	Counterparts
78 	Waivers; Remedies Not cumulative
79 	Severance of Terms
80 	Entire Agreement
81 	Language
82 	Restrictive Trade Practices Act 1976
83 	Arbitration
84 	Jurisdiction
85 	Governing Law

SCHEDULES
1 	The Founder Generators
2 	The Founder Suppliers
	Part A:	Public Electricity Suppliers
	Part B:	Second Tier Suppliers
	Part C:	Others
3	Form of Accession Agreement
4	Terms of Engagement of the Settlement System
5	Form of Admission Application
6	Form of Pool Membership Application
7	Form of Escrow Agreement
8	Not Used
9	The Pool Rules [See separate document]
	Preamble
		Part I:		Definitions and Interpretation
		Part II:		Data Input to Settlement
		Part III:	Computation of Payments in Settlement
		Part IV:	Interconnectors
		Part V:		Special Provisions
		Part VI:	Settlement Funds
		Appendix 1:	Part I:  Definitions
				Part II: List of Acronyms
		Appendix 2:	Procedures for running GOAL
		Appendix 3:	Transmission Services Scheme
		Appendix 4:	Reporting Requirements
		Appendix 5:	Variables established by reference to PORTHOLE
		Appendix 6:	Procedures for the Aggregation of Metered Data
		Appendix 7:	Short-Term Modifications
		Appendix 8:	Uplift Management Incentive Scheme 2
10	 Form of Resignation Notice
11 	Billing and Settlement
		Part 1:	Preliminary
		Part 2:	Establishment of Systems
		Part 3:	Security Cover and Credit Monitoring
		Part 4:	Billing and Payment Procedures
			Annex 1:	Form of Advice Note
			Annex 2:	Form of Confirmation Notice
			Annex 3:	Part 1:  Form of Settlement Account esignation
       					Part 2:  Form of Change of Settlement Account
			Annex 4:	Form of Letter of Credit
12 	Transitional Arrangements
13 	Contributory Shares
14 	Membership of the Executive Committee:  Public Electricity 
    Suppliers and	Independent Suppliers
15 	The Pool Funds Administrator's Contract
			Annex 1:	PFA Budget for the 1992 PFA Accounting Period
			Annex 2:	Pro-Forma Statement of Charges
			Annex 3:	Pro-Forma Statement of Costs and Fees
			Annex 4:	Existing Funds Transfer Software
					Part A:  Beneficially Owned
					Part B:  Licensed
			Annex 5:	Escrow Arrangements
16 	Matters requiring consent of the Settlement System Administrator
17 	Trading Sites
		Part A:	General
		Part B:	Procedures
		Part C:	Trading Site Applications
		Part D:	Additional Provisions
18 	The Ancillary Services Accounting Procedure
		Annex:	Part 1:	ASP Budget for the First Accounting Period
			Part 2:	Pro-forma Statement of Costs
			Part 3:	Pro-forma Statement of Charges
19 	Objective and Scope of the Scheduling and Despatch Review
20 	Accountable Interest
21 	Meter Operator Schedule
22 	1998 Programme Funding and Cost Recovery

THIS AGREEMENT is made on 30th March, 1990

BETWEEN:

(1)	THE PERSONS whose names, registered numbers and registered 
or principal offices are set out in Part I of Schedule 1;

(2)	THE PERSONS whose names, registered numbers and registered 
or principal offices are set out in Part II of Schedule 1;

(3)	ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED 
(registered number 2444282) whose registered office is situate at 
Fairham House, Green Lane, Clifton, Nottingham NG11 9LN as 
Settlement System Administrator;

(4)	ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number 
2444187) whose registered office is situate at 185 Park Street, 
London SE1 9DY as Pool Funds Administrator;

(5)	THE NATIONAL GRID COMPANY plc (registered number 2366977 
whose registered office is situate at National Grid House, Kirby 
Corner Road, Coventry CV4 8JY as Grid Operator and Ancillary 
Services Provider;

(6)	SCOTTISH POWER plc (registered number 117120) whose 
principal office is situate at 1 Atlantic Quay, Glasgow G2 8SP, 
Scotland as an Externally Interconnected Party;

(7)	ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal 
office is situate at 3 Rue de Messine, 75008 Paris, France as an 
Externally Interconnected Party; and

(8)	THE OTHER PARTIES whose names, registered numbers and 
registered or principals offices are set out in Schedule 2.

WHEREAS:

(A)	it is a Condition of the NGC Transmission Licence that, 
subject to its removal or resignation as Settlement System 
Administrator hereunder, NGC shall implement, maintain and 
operate a settlement system which will provide inter alia for the 
calculation of any payments which become due to or owing by 
Authorised Electricity Operators in respect of sales and 
purchases of electricity under the terms of this Agreement and 
such Licence further provides that NGC may comply with its said 
obligations by participation in this Agreement in the manner 
provided in such Licence;

(B)	it is a Condition of the Generation Licence granted to each 
of the Founder Generators in England and Wales requiring such a 
Licence that the licensee shall be a party to and a pool member 
under, and shall comply with the provisions of, this Agreement 
insofar as the same shall apply to it in its capacity as a party 
to this Agreement and/or as a pool member being a generator of 
electricity as the case may be;

(C)	it is a Condition of the PES Licence granted to each of the 
Founder Suppliers whose names are set out in Part A of Part II of 
Schedule 1 that the licensee shall be a pool member under, and 
comply with the provisions of, this Agreement;

(D)	it is a Condition of the Second Tier Supply Licence granted 
to each of the Founder Suppliers whose names are set out in Part 
B of Part II of Schedule 1 that the licensee shall be a pool 
member under, and comply with the provisions of, this Agreement 
insofar as the same shall apply to it in its capacity as a 
private electricity supplier (as that expression is defined in 
section 17(1) of the Act);

(E)	this Agreement sets out, inter alia, the rules and 
procedures for the operation of an electricity trading pool and 
for the operation of a settlement system (including the 
calculation of payments due) and in compliance with the 
conditions of their respective Licences those parties subject to 
such conditions have agreed to become parties hereto with the 
intent that this Agreement shall be and shall remain approved by 
the Director;

(F)	in relation to this Agreement each of the Secretary of State 
and the Director enjoys the rights, powers and authorities 
conferred upon him inter alia by the Act and the Licences; and

(G)	without prejudice to the ability of Parties to agree in the 
future to the terms of an incentive scheme, the Parties 
acknowledge that the Transmission Services Scheme 2 is part of 
the long term objective of the Parties that the Grid Operator is 
provided with an incentive to reduce the cost of certain charges 
made to Suppliers which arise as a result of the purchase of 
electricity under the terms of this Agreement.  The Transmission 
Services Scheme 2 is a replacement of the Transmission Services 
Schemes, which previously applied.

NOW IT IS HEREBY AGREED as set out on the following pages of this 
Agreement.



PART I

PRELIMINARY

1 DEFINITIONS AND INTERPRETATION

1.1	Definitions:  In this Agreement (including the Recitals and 
the Schedules), except where the context otherwise requires:

	"Accession Agreement" means an accession agreement in or 
substantially in the form set out in Schedule 3 or in such other 
form (to which the Settlement System Administrator has no 
reasonable objection) as the Executive Committee may for the time 
being and from time to time approve;

	"Accountable Interest" has the meaning given to that term in 
Schedule 20;

	"Accounting Date" means, in relation to any Accounting 
Period, the last day of such Accounting Period;

	"Accounting Period" means each successive period of 12 
months beginning on 1st April in each year or of such other 
length and/or beginning on such other date as may be determined 
in accordance with the terms hereof, provided that the first such 
period shall begin on and include 31st March, 1990 and shall end 
on and include 31st March, 1991;

	"Act" means the Electricity Act 1989;

	"Active Energy" means the electrical energy produced, 
flowing or supplied by an electric circuit during a time 
interval, and being the integral with respect to time of the 
instantaneous power, measured in units of watt-hours or standard 
multiples thereof, that is:

		1000Wh	=	1kWh
		1000kWh	=	1MWh
		1000Mwh	=	1GWh
		1000GWh	=	1TWh;

	"Active Power" means the product of voltage and the in-phase 
component of alternating current measured in units of watts and 
standard multiples thereof, that is:

		1000 Watts	=	1kW
		1000kW	=	1MW
		1000MW	=	1GW
		1000GW	=	1TW

	"Admission Application" means an application in or 
substantially in the form set out in Schedule 5 or in such other 
form as the Executive Committee may for the time being and from 
time to time approve;

	"Agreed Procedure" means each of the agreed procedures 
specified in the Agreed Procedures Index and which is agreed to 
be treated as an Agreed Procedure for the purposes of this 
Agreement either:

(a)	by the Executive Committee and the Settlement System 
Administrator and (where the agreed procedure imposes obligations 
on the Grid Operator) the Grid Operator; or 

(b)	where such agreed procedure concerns the duties and 
responsibilities of the Pool Funds Administrator, by the 
Executive Committee and the Pool Funds Administrator

as the same

(i)	may be amended or substituted from time to time by the 
Executive Committee with the prior written consent of the 
Settlement System Administrator and (where such Agreed Procedure 
imposes obligations on the Grid Operator) the Grid Operator (in 
each case, such consent not to be unreasonably withheld or 
delayed); or

(ii)	shall be amended or substituted from time to time by the 
Executive Committee at the request of the Settlement System 
Administrator and with the prior written consent of the Executive 
Committee and (where such Agreed Procedure imposes obligations on 
the Grid Operator) the Grid Operator (in each case, such consent 
not to be unreasonably withheld or delayed),

	Provided that the reference to the Grid Operator in this 
definition shall be construed as if it were a reference to such 
term prior to the creation of Meter Operator Parties and the 
associated amendments to this Agreement, but this shall be 
without limitation to any right to agree any adoption, amendment 
or substitution under this definition;

	"Agreed Procedures Index" means an index of agreed 
procedures agreed to be treated as Agreed Procedures in 
accordance with and for the purposes of this Agreement;

	"Agreement" means this Agreement (including the Schedules), 
as amended, varied, supplemented, modified or suspended from time 
to time in accordance with the terms hereof;

	"Ancillary Service" means a System Ancillary Service and/or 
a Commercial Ancillary Service, as the case may be;

	"Ancillary Services Agreement" means an agreement between a 
User and the Ancillary Services Provider for the payment by the 
Ancillary Services Provider to that User in respect of the 
provision by such User of Ancillary Services;

	"Ancillary Services Business" means the business relating to 
Ancillary Services carried on by the Ancillary Services Provider;

	"Ancillary Services Provider" means the person who for the 
time being and from time to time is required by the terms of a 
Transmission Licence to contract for Ancillary Services;

	"Apparatus" means all equipment in which electrical 
conductors are used or supported or of which they may form a 
part;

	"Approved Recommendation" has the meaning given to that term 
in Clause 5.8;

	"ASP Accounting Procedure" means the accounting procedure 
set out in Schedule 18, as amended, varied or substituted from 
time to time in accordance with the terms hereof;

	"Authorised Electricity Operator" means any person who is 
authorised under the Act to generate, transmit or supply 
electricity and shall include an person transferring electricity 
to or from England and Wales across an interconnector (as such 
term is used in the NGC Transmission Licence), other than the 
Grid Operator in its capacity as operator of the NGC Transmission 
System;

	"Banking System" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Billing System" has the meaning given to that term in 
Section 1.1 of Schedule 11

	"BPS Goal" has the meaning given to that term in Appendix 2 
to Schedule 9;

	"British Grid Systems Agreement" means the agreement of that 
name made or to be made between NGC, Scottish Hydro-Electric PLC 
and Scottish Power plc inter alia regulating the relationship 
between their respective grid systems;

	"Bulk Supply Point" means any or (as the context may 
require) a particular point of supply where Metering Equipment 
for the purposes of the Bulk Supply Tariff is or would have been 
located and, in the event any dispute as to location, as 
determined in accordance with Clause 83;

	"Central Despatch" means the process of Scheduling and 
issuing direct instructions by the Grid Operator referred to in 
paragraph 1 of Condition 7 of the NGC Transmission Licence and 
"Centrally Despatched" shall be construed accordingly;

	"Change Management Policies" means the policies, procedures 
and guidelines for the co-ordination by the Settlement System 
Administrator of the implementation of changes to the Settlement 
System entitled respectively "Change Management Policy", 
"Settlement Change Co-ordinator Operating Procedures" and "Change 
Management Implementation Guidelines" in the form initialled for 
the purposes of identification as at 29th November, 1991 by or on 
behalf of the Executive Committee and the Settlement System 
Administrator, as the same have been or may be amended from time 
to time in accordance with the terms of the Initial Settlement 
Agreement or this Agreement;

	"Charging Procedure" means the charging procedure set out in 
the Appendix to Schedule 4, as amended, varied or substituted 
from time to time in accordance with the terms hereof;

	"Chief Executive" has the meaning given to that term in 
Clause 17.1.1;

	"Chief Executive's Office" means the Chief Executive, the 
Contract Manager and the personnel referred to in Clause 17.2.1;

	"Code of Practice" means each of the codes of practice in 
relation to any Metering Equipment or any part or class thereof 
which are specified in the Synopsis of Metering Codes, as the 
same may be amended or substituted from time to time by the 
Executive Committee with the agreement or approval of:

(i)	in the case of any Code of Practice in respect of Metering 
Equipment in respect of which it is the Operator, the Grid 
Operator;

(ii)	in the case of any Code of Practice in respect of Metering 
Equipment relating to Reactive Energy, the Ancillary Services 
Provider; and

(iii)	in the case of any change to any Code of Practice prior 
to 1st April, 1998 in respect of standards of accuracy of 
Metering Equipment required for Second Tier Customers up to ( and 
including) 100kW or Non-Pooled Generators, the Suppliers in 
separate general meeting;

	(provided that, prior to the date on which the transitional 
arrangements regarding metering of Reactive Power at Grid Supply 
Points are brought into effect ("RP Date") in the case of a Code 
of Practice or part thereof which relates to Reactive Power 
metering at the Grid Energy Points, such Code or part thereof may 
only be amended or substituted by agreement between the Ancillary 
Services Provider and all Committee Members), and any other code 
of practice which is agreed from time to time to be treated as a 
Code of Practice for the purposes of this Agreement by the 
Executive Committee (or, where appropriate, prior to the RP Date 
all Committee Members) and, where appropriate, the Grid Operator 
and/or the Ancillary Services Provider and/or the Suppliers;

	"Commercial Ancillary Services" means Ancillary Services, 
other than System Ancillary Services, utilised by the Grid 
Operator in operating the Total System if a User has agreed to 
provide them under a Supplemental Agreement with payment being 
dealt with under an Ancillary Services Agreement or, in the case 
of Externally Interconnected Parties or External Pool Members, 
under any other agreement;

	"Commissioned" means  (i)  in relation to any Plant or 
Apparatus connected to the NGC Transmission System or to any 
External Interconnection or any Distribution System, commissioned 
for the purposes of the Connection Agreement relating to such 
Plant or Apparatus;  or  (ii)  in relation to any Metering System 
or Metering Equipment, commissioned in accordance with the 
relevant Code of Practice;

	"Committee Member" means a member of the Executive 
Committee;

	"Communications Equipment"  means, at or relating to any 
Site, in respect of any Metering Equipment (i) the terminating 
equipment (which may include a modem) necessary to convert data 
from such Metering Equipment into a state for transmission to the 
Settlement System Administrator; and (ii) in the case of Sites 
which are not 1993/1994 Tariff Qualifying Sites (as defined in 
the Tariff which is entitled Tariff for 1993/1994 Sites) the 
exchange link which is dedicated to that terminating equipment, 
but (iii) it shall not include an Outstation;

	"Competent Authority" means the Secretary of State, the 
Director and any local or national agency, authority, department, 
inspectorate, minister, ministry, official or public or statutory 
person (whether autonomous or not) of, or of the government of, 
the United Kingdom or the European Community;

	"Computer Systems" means all and any computer systems used 
by the Settlement System Administrator and required in connection 
with the operation of the Settlement System;

	"Connection Agreements" means the Master Connection and Use 
of System Agreement, the Supplemental Agreements, the Supplier's 
Connection Agreements, the Supplier's Use of System Agreements 
and the Interconnection Agreements, and "Connection Agreement" 
means any or (as the context may require) a particular one of 
them;

	"Connection Point" means a Grid Supply Point or Grid Energy 
Point, as the case may be;

	"Consumer Metered Demand" has the meaning given to that term 
in Part I of Appendix 1 of Schedule 9;

	"Contract Management Rules"  has  the meaning given to that 
term in sub-section 1.1 of Schedule 4;

	"Contract Manager" has the meaning given to that term in 
sub-section 1.1 of Schedule 4;

	"Contributory Share" means, in relation to any Pool Member, 
the Contributory Share for the time being and from time to time 
of such Pool Member calculated in accordance with Schedule 13;

	"Control" has the meaning set out in section 840 of the 
Income and Corporation Taxes Act 1988 and "Controlled" shall be 
construed accordingly;

	"Custodian" has the meaning given to that term in Clause 
45.1;

	"Customer" means a person to whom electrical power is 
provided (whether or not he is the provider of such electrical 
power);

	"De-energisation" means the movement of any isolator, 
breaker or switch or the removal of any fuse whereby no 
electricity can flow to or from the relevant User System through 
the User's Plant or Apparatus connected to such User System and, 
in relation to any External Pool Member, the termination of such 
External Pool Member's rights to use any relevant External 
Interconnection;

	"Default Calling Creditor" means any Pool Creditor, the 
Settlement System Administrator and the Pool Funds Administrator;

	"Default Interest Rate" has the meaning given to that term 
in Section 1.1 of Schedule 11;

	"Defaulting Pool Member" has the meaning given to that term 
in Clause 66.3.1;

	"Despatch" means the issue by the Grid Operator of 
instructions for Generating Plant and/or Generation Trading 
Blocks to achieve specific Active Power (and, in relation to 
Generating Plant, Reactive Power or target voltage) levels within 
their Generation Scheduling and Despatch Parameters or Generation 
Trading Block Scheduling and Despatch Parameters, as the case may 
be, and by stated times;

	"Development Policies" means the policies, procedures and 
practices for the development of the Computer Systems in the 
forms initialled for the purposes of identification as at 29th 
November, 1991 by or on behalf of the Executive Committee and the 
Settlement System Administrator, as the same have been or may be 
amended from time to time in accordance with the terms of this 
Agreement;

	"Directive" includes any present or future directive, 
requirement, instruction, direction or rule of any Competent 
Authority (but only, if not having the force of law, if 
compliance with the Directive is in accordance with the general 
practice of persons to whom the Directive is addressed) and 
includes any modification, extension or replacement thereof then 
in force;

	"Director" means the Director General of Electricity Supply 
appointed for the time being pursuant to section 1 of the Act;

	"Distribution Code" means the Distribution Code required to 
be drawn up by each Public Electricity Supplier and approved by 
the Director, as from time to time revised with the approval of 
the Director;

	"Distribution System" means the system consisting  (wholly 
or mainly)  of electric lines owned or operated by a Public 
Electricity Supplier and used for the distribution of electricity 
from Grid Supply Points or Generating Units or other entry points 
to the point of deliver to Customers or other Users and includes 
any Remote Transmission Assets (as defined in the Grid Code) 
operated by such Public Electricity Supplier and any Plant and 
Apparatus and meters owned or operated by such Public Electricity 
Supplier in connection with the distribution of electricity, but 
does not include any part of the NGC Transmissions System;

	"EdF Documents"  means any agreement for the time being and 
from time to time made between NGC and Electricite de France, 
Service National relating to the use or operation of the relevant 
External Interconnection;

	"Effective Date" means 2400 hours on 30th March, 1990;

	"electricity" means Active Energy and Reactive Energy;

	"Electricity Arbitration Association" means the 
unincorporated member's club of that name formed inter alia to 
promote the efficient and economic operation of the procedure for 
the resolution of disputes within the electricity supply industry 
by means of arbitration or otherwise in accordance with its 
arbitration rules;

	"Embedded" means having a direct connection to a 
Distribution System or the System of any other User to which 
Customers and/or Power Stations are connected, such connection 
being either a direct connection or a connection via a busbar of 
another User of NGC (but with no other connection to the NGC 
Transmission System);

	"Embedded Non-Franchise Site" means:

(i)	a Site which is Embedded and which is at the point of 
connection to a Second Tier Customer; or 

(ii)	a site which is Embedded where the customer to which that 
site is at a point of connection is eligible to receive supplies 
from a Second Tier Supplier in the period between 1st April, 1994 
and 31st March, 1998;

	"Equipment Owner" means, in relation to a Metering System, 
the person which is the owner of that Metering System;

	"Escrow Agreement" has the meaning given to that term in 
Clause 45.1;

	"ESIS" means Energy Settlement and Information Systems 
Limited (registered number 2444282) whose registered office is at 
Fairham House, Green Lane, Clifton, Nottingham NG11 9LN;

	"Event of Default" means any event declared as such pursuant 
to Clause 66.1.1 or 66.2.1, as the case may be;

	"Executive Committee" means the committee established 
pursuant to Clause 14;

	"Export" means, in respect of any Party, a flow of 
electricity from the Plant or Apparatus of such Party to the 
Plant or Apparatus of another Party and, in relation to any Party 
which is an External Pool Member, the External Interconnection in 
respect of which that Party has the right to deliver or take 
electricity to or from the NGC Transmission System shall be 
treated as the Plant or Apparatus of such Party and the verb 
"Export" and its respective tenses shall be construed 
accordingly;

	"External Interconnection" means Apparatus for the 
transmission of electricity to or from the NGC Transmission 
System into or out of an External System;

	"Externally Interconnected Party" means a person operating 
an External System which is connected to the NGC Transmission 
System by an External Interconnection (which person may or may 
not also be an External Pool Member);

	"External Pool Member"  means a Party supplying electricity 
to or taking electricity from the NGC Transmission System through 
an External Interconnection and which has been or (where 
appropriate) is to be admitted as a Pool Member in the capacity 
of a Generator and/or a Supplier;

	"External System" means, in relation to an Externally 
Interconnected Party, the transmission or distribution system 
which it owns or operates and any Apparatus or Plant which 
connects that system to the External Interconnection and which is 
owned or operated by such Externally Interconnected Party;

	"Final Metering Scheme" means a national metering scheme to 
be installed in accordance with the relevant Codes of Practice 
and to come into effect on the FMS Date;

	"First Quarter" means, in respect of any year, the months of 
January, February and March;

	"FMS Codes of Practice" means the Codes of Practice B, C, E, 
J, K1 and K2 and, to the extent that they relate to Metering 
Equipment the data derived from which was not used as Settlement 
Metering Data immediately prior to the FMS Date, F and G, and 
Codes of Practice 1, 2, 3, 4 and 5;

	"FMS Date" means 1st April, 1993;

	"FMS Metering Equipment" means Metering Equipment comprising 
a Metering System at or in relation to the commercial boundary in 
accordance with paragraph 7.1.2 of Schedule 21 in relation to the 
requirements to be met from the FMS Date;

	"FMS Trading Date" means 10th January, 1994;

	"Following Quarter" means, in respect of any Quarter Day or 
Quarter, the period of three months immediately following such 
Quarter Day or Quarter;

	"Force Majeure" means, in relation to any Party, any event 
or circumstance which is beyond the reasonable control of such 
Party and which results in or causes the failure of that Party to 
perform any of its obligations under this Agreement including act 
of God, strike, lockout or other industrial disturbance, act of 
the public enemy, war declared or undeclared, threat of war, 
terrorist act, blockade, revolution, riot, insurrection, civil 
commotion, public demonstration, sabotage, act of vandalism, 
lightning, fire, storm, flood, earthquake, accumulation of snow 
or ice, lack of water arising from weather or environmental 
problems, explosion, fault or failure of Plant and Apparatus  
(which could not have been prevented by Good Industry Practice),  
governmental restraint, Act of Parliament, other legislation, 
bye-law and  Directive (not being any order, regulation or 
direction under section 32, 33, 34 or 35 of the Act) provided 
that lack of funds shall not be interpreted as a cause beyond the 
reasonable control of that Party.  For the avoidance of doubt, 
Force Majeure shall not apply in respect of the Settlement System 
Administrator where and to the extent that the Settlement System 
Administrator can perform  its obligations under this Agreement 
by using the back-up arrangements  required by Service Line 6 
(Off-Site Security) or by acting in accordance with Clause 52 or 
Section 31 of Schedule 9;

	"Founder Generators" means the parties to this Agreement of 
the first part at 30th March, 1990;

	"Founder Suppliers" means the parties to this Agreement of 
the second part at 30th March, 1990;

	"Fourth Quarter" means, in respect of any year, the months 
of October, November and December;

	"Fuel Security Code" means the document of that title 
designated as such by the Secretary of State, as from time to 
time amended;

	"Funds Transfer Agreement" has the meaning given to that 
term in Section 1.1 of Schedule 11;

	"Funds Transfer Business" has the meaning given to that term 
in Section 1.1 of Schedule 11;

	"Funds Transfer Hardware" has the meaning given to that term 
in Section 1.1 of Schedule 15;

	"Funds Transfer Software" has the meaning given to that term 
in Section 1.1 of Schedule 15;

	"Funds Transfer System" has the meaning given to that term 
in Section 1.1 of Schedule 11;

	"the Generating Board" has the meaning given to that term in 
the Act;

	"Generating Plant" means a Power Station subject to Central 
Despatch;

	"Generating Unit" means any apparatus which produces 
electricity and, in respect of an External Pool Member, means a 
Generation Trading Block;

	"Generation Licence" means a licence granted or to be 
granted under section 6(1)(a) of the Act;

	"Generation Scheduling and Despatch Parameters" means those 
parameters listed in Appendix A1 to SDC1;

	"Generation Trading Block" means a notional Centrally 
Despatched Generating Unit of an External Pool Member treated as 
such for the purposes of the Grid Code;

	"Generation Trading Block Scheduling and Despatch 
Parameters" means those parameters listed in Appendix A1 to SDC1 
relating to Generation Trading Blocks;

	"Generator" means:

(i)	a person who generates electricity under licence or 
exemption under the Act; or 

(ii)	a person who is an External Pool Member who delivers 
electricity or on whose behalf electricity is delivered to the 
NGC Transmission System; or 

(iii)	a person who is acting as the agent for any such person 
who is referred to in paragraph (i) or (ii) above,

and, in any such case, for the time being party to this 
Agreement, and:

(a)	who is a Founder Generator; or

(b)	who was admitted as a Party in the capacity of a Generator; 
or

(c)	who, in accordance with Clause 3.10, has changed 
capacity(ies) such that it participates as a Party in the 
capacity of a Generator,

	and, where the expression is used in Part III or Part IV, 
and who is also or (where appropriate) is to become a Pool 
Member;

	"Generic Dispensation" shall have the meaning ascribed 
thereto in paragraph 14.1(b) of Schedule 21;

	"Genset Metered Generation" has the meaning given to that 
term in Part I of Appendix 1 to Schedule 9;

	"Gigawatt" means 1000MW;

	"GOALPOST" has the meaning given to that term in the Pool 
Rules;

	"Good Industry Practice" means, in relation to any 
undertaking and any circumstances, the exercise of that degree of 
skill, diligence, prudence and foresight which would reasonably 
and ordinarily be expected from a skilled and experienced 
operator engaged in the same type of undertaking under the same 
or similar circumstances;

	"Grid Code" means the Grid Code drawn up pursuant to the 
Transmission Licence, as from time to time revised in accordance 
with the Transmission Licence;

	"Grid Code Review Panel" has the meaning given to that term 
in the Grid Code;

	"Grid Entry Point" means the point at which a Power Station 
which is not Embedded connects to the NGC Transmission System;

	"Grid Operator" means person who for the time being and from 
time to time is required by the terms of a Licence, inter alia, 
to implement the Grid Code;

	"Grid Supply Point" means the point of supply from the NGC 
Transmission System to Public Electricity Suppliers or to other 
Users with User Systems with Customers connected to them or Non-
Embedded Customers;

	"GW" means Gigawatt;

	"GWh" means Gigawatt-hour;

	"Hardware" means at any time the computer equipment and 
accessories used by the Settlement System Administrator on or in 
connection with which the Software functions or is intended to 
function at such time (other than Second Tier Hardware) and for 
the avoidance of doubt the Hardware at 1st April, 1996 is 
specified in version 1.0 of the Contract Management Rules;

	"Host PES" means, in respect of a Metering System, either:

(i)	the Public Electricity Supplier to whose Distribution System 
such Metering System is connected; or

(ii)	where such Metering System is connected directly to the NGC 
Transmission System, the Public Electricity Supplier whose 
Consumer Metered Demand determined in accordance with the Pool 
Rules is calculated by the Settlement System Administrator using 
data from such Metering System;

	"Import" means, in respect of any Party, a flow of 
electricity to the Plant or Apparatus of such Party from the 
Plant or Apparatus of another Party and, in relation to any Party 
which is an External Pool Member, the External Interconnection in 
respect of which it has the right to deliver or take electricity 
to or from the NGC Transmission System shall be treated as the 
Plant or Apparatus of such Party and the verb "Import" and its 
respective tenses shall be construed accordingly;

	"Independent Generators" means Generators other than:

(i)	the Founder Generators;

(ii)	any Generator which is an External Pool Member; and

(iii)	any Generator which is an affiliate or related 
undertaking of (a) any person referred to in paragraph (i) or 
(ii) above, (b) any person referred to in paragraph (i) of the 
definition of Independent Suppliers, or (c) any Public 
Electricity Supplier;

	"Independent Suppliers" means Suppliers other than:

(i)	Eastern Group plc, East Midlands Electricity plc, London 
Electricity plc, Manweb plc, Midlands Electricity plc, Northern 
Electric plc, NORWEB plc, SEEBOARD plc, Southern Electric plc, 
South Wales Electricity plc, South Western Electricity plc, 
Yorkshire Electricity Group plc, National Power PLC, PowerGen, 
plc, Nuclear Electric plc, British Nuclear Fuels plc, Electricite 
de France, Service National, Scottish Power plc and Scottish 
Hydro-Electric PLC;

(ii)	Public Electricity Suppliers;

(iii)	any Supplier which is an External Pool Member; and

(iv)	any Supplier which is an affiliate or related undertaking of 
any person referred to in paragraph (i), (ii) or (iii) above;

	"Information Systems" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Initial Settlement Agreement" means the agreement of even 
date herewith made between the Parties at such date modifying and 
suspending the provisions of this Agreement for an initial period 
and setting out inter alia the rules and procedures for the 
operation of the electricity trading pool referred to in Recital 
(E) and for the Operation of a settlement system and the 
procedures for the development of the phases and pool rules 
during such initial period, as amended, varied, supplemented, 
modified or suspended from time to time;

	"Interconnection Agreement" means an agreement between NGC 
and an Externally Interconnected Party and/or an External Pool 
Member relating to an External Interconnection and/or an 
agreement under which an External Pool Member can use an External 
Interconnection;

	"kVAr" means kilovoltamperes reactive;

	"kW" means kilowatt;

	"kWh" means kilowatt-hour;

	"Licences" means all Generation Licences, PES Licences, 
Second Tier Supply Licences and Transmission Licences and 
"Licence" means any or (as the context may require) a particular 
one of them;

	"lost opportunity costs" means, in relation to any 
Generator, the profit foregone by such Generator in respect of a 
Generating Unit during a period when it is out of service for the 
purposes of maintenance, repair, modification, renewal or 
replacement needed to comply with a proposal made by such 
Generator to restore the Generating Unit's Reactive Power 
capability to that required by the Grid Code or, where relevant, 
the applicable Supplemental Agreement, whichever capability is 
lower provided that:

(i)	the period when it is taken out of service is:

(a).outside the period identified for the Generating Unit 
concerned pursuant to Section OC2 of the Grid Code as at the time 
when the failure to have Reactive Power capability was notified 
or determined; and

(b)	approved by the Grid Operator; and

(ii)	the Generator gives credit for any savings in loss of profit 
by carrying out other repair work at the same time as that 
required for the purposes of Reactive Power;

	"Main Site" means those sites specified in paragraphs (i), 
(ii) and (v) of the definition of Site;

	"Majority Default Calling Creditors" means:

(i)	in respect of each calendar quarter other than the first, 
any single or group of Default Calling Creditors to whom, in 
respect of the aggregate of (a) all Notified Payments payable on 
the last five Business Days of the immediately preceding calendar 
quarter and (b) all sums due to the Settlement System 
Administrator, the Pool Funds Administrator and the Ancillary 
Services Provider and outstanding under this Agreement on the 
last Business Day of such immediately preceding calendar quarter, 
more than 50 per cent of the total amount of all such Notified 
Payments and such other sums were due; and

(ii)	in respect of the first calendar quarter, all Pool Members 
other than the Defaulting Pool Member;

	"Master Connection and Use of System Agreement" means the 
agreement envisaged in Condition 10B of the NGC Transmission 
Licence;

	"Meter" means a device for measuring Active Energy and/or 
Reactive Energy;

	"Meter Operator Party" means each person admitted in the 
capacity as such and for the time being and from time to time 
party to Schedule 21 in accordance with the provisions thereof, 
and shall include any successor(s) in title to, or permitted 
assign(s) of, such person;

	"Meter Operator Party Accession Agreement" means an 
accession agreement in or substantially in the form set out in 
Annex 3 to Schedule 21 or in such other form (to which the 
Settlement System Administrator has no reasonable objection) as 
the Executive Committee may for the time being and from time to 
time approve;

	"Meter Operator Party Admission Application" means an 
application in or substantially in the form set out in Annex 1 to 
Schedule 21 or in such other form as the Executive Committee may 
for the time being and from time to time approve;

	"Meter Operator Party Resignation Notice" means a 
resignation notice in or substantially in the form set out in 
Annex 2 to Schedule 21 or in such other form as the Executive 
Committee may for the time being and from time to time approve;

	"Metering Equipment" means Meters, measurement transformers 
(voltage, current or combination units), metering protection 
equipment including alarms, circuitry, their associated 
Communications Equipment and Outstations, and wiring which are 
part of the Active Energy and/or Reactive Energy measuring and 
transmitting equipment at or relating to a Site;

	"Metering System" means all or that part of the Commissioned 
Metering Equipment at or relating to a Site linked to a single 
Outstation at or relating to that Site and includes, for the 
avoidance of doubt, such Outstation.  Without prejudice to the 
generality of the foregoing, a set of non-exhaustive diagrammatic 
representations of Metering Systems is contained in Annex 5 to 
Schedule 21;

	"MVAr" means megavar;

	"MVArh" means megavar-hours;

	"MW" means megawatt;

	"Mwh" means megawatt-hours;

	"NGC" means the National Grid Company plc (registered number 
2366977) whose registered office is situate at National Grid 
House, Kirby Corner Road, Coventry CV4 8JY;

	"NGC Site" means a site owned (or occupied pursuant to a 
lease, licence or other agreement) by NGC at which there is a 
Connection Point and, for the avoidance of doubt, a site owned by 
a User but occupied by NGC as aforesaid is an NGC Site;

	"NGC Transmission Licence" means the Transmission Licence 
granted or to be granted to NGC;

	"NGC Transmission System" means the system consisting 
(wholly or mainly of high voltage electric lines owned or 
operated by NGC and used for the transmission of electricity from 
one Power Station to a sub-station or to another Power Station or 
between sub-stations or to or from any External Interconnection 
and includes any Plant and Apparatus and meters owned or operated 
by NGC in connection with the transmission of electricity but 
does not include any Remote Transmission Assets (as defined in 
the Grid Code);

	"Non-Embedded Customer" means any Customer, other than a 
PES, receiving electricity direct from the NGC Transmission 
System irrespective of from whom it is supplied;

	"Non-Pooled Generation" means generation from any site which 
is directly connected to the Distribution System of a Public 
Electricity Supplier where (i) the output is accounted for in 
Settlement and (ii) the Generator owning such site:

	"Non-Pooled Generation System" means any Metering System of 
a Non-Pooled Generator which has been registered with the 
Settlement System Administrator by a Second Tier Supplier and 
from which the Settlement System Administrator or any Second Tier 
Agent is required to collect, aggregate, adjust or transmit data 
for the purposes of taking a supply of electricity;

	"Non-Pooled Generator" means a Generator who produces Non-
Pooled Generation, provided that a Generator shall be a Non-
Pooled Generator only to the extent that it owns sites which 
produce Non-Pooled Generation;

(a) is exempted from holding a Generation Licence; or

(b)	would be exempted from holding a Generation licence if such 
site were the only site owned by that Generator;

	"Notified Payment" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Operator" means, in relation to any Metering System:

(i)	used to measure the supply to a Second Tier Customer or from 
a Non-Pooled Generator, the Meter Operator Party who is appointed 
as such by the Second Tier Customer, the Non-Pooled Generator or 
by the Registrant (with the consent of that Second Tier Customer 
or, as the case may be, Non-Pooled Guarantor) and who agrees to 
act as Operator in relation to such Metering System; or 

(ii)	not within (i) above or (iii) to (v) below, the Meter 
Operator Party who is appointed by such by the Registrant of such 
Metering System and who agrees to act as Operator in relation to 
such Metering System; or

(iii)	where new metering Equipment is to be added to an 
existing Metering System, the Operator of such existing Metering 
System; or

(iv)	the Meter Operator Party which continues as the Operator in 
accordance with the transitional arrangements set out in 
paragraph 23 of Schedule 21; or 

(v)	the Party who is deemed to be the Operator and Meter 
Operator Party in respect thereof in accordance with the terms of 
Clause 60.4.4;

	"Outstation" means equipment which receives and stores data 
from a Meter(s) for the purpose, inter alia, of transfer of that 
metering data to the Settlement System Administrator and which 
may perform some processing before such transfer.  This equipment 
may be in one or more separate units or may be integral with the 
Meter;

	"Party" means each person for the time being and from time 
to time party to this Agreement acting in a capacity, or deemed 
to be acting in a capacity, other than that of Operator or Meter 
Operator Party, and shall include any successor(s) in title to, 
or permitted assign(s) of, such person;

	"Period Metered Demand" has the meaning given to that term 
in Part I of Appendix 1 to Schedule 9;

	"PES Licence" means a licence granted or to be granted under 
section 6(1)(c) of the Act;

	"PFA Accounting Procedure" means the procedure for the 
recovery of certain moneys set out in Section 20 of Schedule 15;

	"Plant" means fixed and moveable items used in the 
generation and/or supply and/or transmission of electricity, 
other than Apparatus;

	"Pool Auditor" means the firm of accountants appointed for 
the time being and from time to time pursuant to Clause 47.1;

	"Pool Banker" has the meaning given to that term in Section 
1.1 of Schedule 11;

	"Pool Chairman" has the meaning given to that term in Clause 
16.1;

	"Pool Creditor" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Pool Funds Administrator" means the person for the time 
being and from time to time appointed pursuant to Schedule 15 to 
act as Pool Funds Administrator;

	"Pool Member" means each of the Founder Generators and 
Founder Suppliers and any other person who is admitted to pool 
membership in accordance with Clause 8.2, in each case until it 
shall have resigned from pool membership or otherwise ceased to 
be a member in accordance with this Agreement, and "Pool 
Membership" shall be construed accordingly;

	"Pool Membership Application" means an application in or 
substantially in the form set out in Schedule 6 or in such other 
form as the Executive Committee may for the time being and from 
time to time approve;

	"Pool Rules" means the rules referred to in Clause 7.4 and 
set out in Schedule 9, as amended, varied or substituted from 
time to time in accordance with the terms hereof;

	"PORTHOLE" means the database which allows the transfer of 
operations information form the Grid Operator to the Settlement 
System Administrator;

	"Potential Operator" means a Meter Operator Party which is 
appointed as the operator pursuant to an agreement or 
arrangement:

(i)	in respect of a Metering System or Metering Equipment at a 
Site or Sites but which is not yet registered as Operator in 
respect of that Metering System; or

(ii)	in respect of Metering Equipment where such metering 
Equipment has not been registered as comprising a Metering 
System;

	"Power Station" means an installation comprising one or more 
Generating Units (even where sited separately), other than an 
External Interconnection, owned and/or controlled by the same 
Generator, which may reasonably be considered as being managed as 
on Power Station;

	"Public Electricity Supplier" or "PES" means a person for 
the time being party to this Agreement who is a public 
electricity supplier (as that expression is defined in the Act) 
and, in relation to Clauses 15.4 and 15.5 and Schedules 14 and 
22, means a person for the time being party to this Agreement who 
is a public electricity supplier in England and Wales;

	"Qualifying Site" means an Embedded Non-Franchise Site 
qualifying in accordance with the terms of the relevant Tariff 
for payments to be made for the provision of installation and 
maintenance services;

	"Quarter" means the period of three calendar months ending 
on Quarter Day;

	"Quarter Day" means 31st March, 30th June, 30th September 
and 31st December;

	"Reactive Energy" means the integral with respect to time of 
the Reactive Power;

	"Reactive Power" means the product of voltage and current 
and the sine of the phase angle between them measured in units of 
voltamperes reactive and standard multiples thereof, that is:

		1000var	=	1kVAr
		1000kVAr	=	1MVAr;

	"Register" means the register to be maintained by the 
Settlement System Administrator pursuant to Clause 60.5;

	"Registered Capacity" has the meaning given to that term in 
the Grid Code;

	"Registrant" means, in relation to a Metering System at or 
in relation to any Site which is:

(i)	a Grid Entry Point,

the Pool Member which operates Generating Plant at such Site; or

(ii)	a Grid Supply point or Bulk Supply Point,

	the Pool Member whose System is directly connected to the 
NGC Transmission System at or in relation to such Grid Supply 
Point or Bulk Supply Point; or

(iii)	the point of connection of a Customer of a Supplier and 
the NGC Transmission System,

the Supplier which is the supplier to that Customer; or

(iv)	the point of connection of a Generator which is Embedded or 
of a Second Tier Supplier or of a Second Tier Customer to a 
Distribution System,

	the Party which is such Generator which is Embedded or such 
Second Tier Supplier or the Second Tier Supplier in respect of 
such Second Tier Customer, as the case may be; or

(v)	the point of connection of a Non-Pooled Generator to a 
Distribution System,

	the party which is the Supplier or Second Tier Supplier, as 
the case may be, in respect of such Metering System of such Non-
Pooled Generator; or

(vi)	the point of connection of two or more Distribution Systems;

	the Authorised Electricity Operator of one of such 
Distribution Systems which is nominated in accordance with the 
provisions of this Agreement; or

(vii)	the point of connection of an External Interconnection 
to the NGC Transmission System or a Distribution System,

the Externally Interconnected Party;

	"Resignation Notice" means a resignation notice in or 
substantially in the form set out in Schedule 10;

	"RP Date" has the meaning given to that term in the 
definition of Code of Practice;

	"Schedule Day" has the meaning given to that term in Part I 
of Appendix 1 to Schedule 9;

	"Scheduling" means the process of compiling and issuing a 
Generation Schedule (as that expression is defined in the Grid 
Code), as set out in SDC1;

	"Scheduling and Despatch Code" or "SDC" means that portion 
of the Grid Code which is identified as such in the Grid Code;

	"Scheme" means the scheme set out in Clause 53 and, 
separately, each further scheme implemented pursuant to Clause 
56.2;

	"Scheme Admission Application" means an application form 
setting out the Scheme Admission Conditions and requiring such 
information as the Executive Committee may consider necessary to 
enable it to consider the application, in such form as the 
Executive Committee may from time to time determine;

	"Scheme Admission Conditions" means the conditions set out 
in Clause 54;

	"Scheme Genset" means a Centrally Despatched Generating Unit 
which is admitted to a Scheme under Clause 53.3;

	"Scheme Planned Availability" or "SPA" has the meaning given 
to that term in Clause 55;

	"Scheme Year" means, in respect of each Scheme Genset, each 
successive period of twelve months, the first such period 
commencing on 1st April, 1990;

	"Second Quarter" means, in respect of any year, the months 
of April, May and June;

	"Second Tier Agent" means an agent appointed pursuant to 
Clause 60.16.1;

	"Second Tier Computer Systems" means all and any computer 
systems used by any Second Tier Agent in connection with the 
operation of the Second Tier Data Collection System operated by 
such Second Tier Agent;

	"Second Tier Customer" means a person who is supplied with 
or sold electricity by a Second Tier Supplier;

	"Second Tier Data Collection System" means those parts of 
the Settlement System which relate to the obligations of the 
Settlement System Administrator under this Agreement in relation 
to collecting, estimating and aggregating data as may be required 
for the proper functioning of Settlement from Metering Systems at 
the point of connection between the Distribution System of a 
Public Electricity Supplier and:

(i)	a Second Tier Customer  or Non-Pooled Generator;

(ii)	the System of an Authorised Electricity Operator other than 
the Public Electricity Supplier;

(iii)	an Embedded Generator not subject to Central Despatch; 
and

(iv)	the Distribution System of another Public Electricity 
Supplier,

	and providing such data to the Settlement System 
Administrator;

	"Second Tier Hardware" means at any time the computer 
equipment and accessories used by any Second Tier Agent on or in 
connection with which the Second Tier Software functions or is 
intended to function at such time;

	"Second Tier Software" means at any time the computer 
programs and codes and associated documents and materials which 
are used by any Second Tier Agent in connection with the 
operation of the Second Tier Data Collection System operated by 
such Second Tier Agent;

	"Second Tier Supplier" means a person for the time being 
party to this Agreement who is the holder of a Second Tier Supply 
Licence;

	"Second Tier Suppliers' Non-Pooled Generation System Charge" 
means the amount determined by the Executive Committee for the 
purposes of Clause 34A.3;

	"Second Tier Suppliers' System Charge" means the amount 
determined by the Executive Committee for the purposes of Clause 
34A.1;

	"Second Tier Supply Licence" means a licence granted or to 
be granted under section 6(2)(a) of the Act;

	"Second Tier System" means any Metering System from which 
the Settlement System Administrator or any Second Tier Agent is 
required to collect, aggregate, adjust or transmit data for the 
purposes of a supply pursuant to a Second Tier Supply Licence;

	"Secretary" means the person for the time being and from 
time to time holding office as secretary of the Executive 
Committee;

	"Secretary of State" has the meaning given to that term in 
the Act;

	"Security Cover" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Security Period" has the meaning given to that term in the 
Fuel Security Code;

	"Service Line" has the meaning given to that term in Section 
1.1 of Schedule 4;

	"Settlement" means the operation of the Settlement System 
under this Agreement;

	"Settlement Account" has the meaning given to that term in 
Section 1.1 of Schedule 11;

	"Settlement Day" has the meaning given to that term in Part 
I of Appendix 1 to Schedule 9;

	"Settlement GOAL" has the meaning given to that term in 
Appendix 2 to Schedule 9;

	"Settlement Metering Data" shall mean Metered Data as 
defined in, and used in accordance with Section 3 of Schedule 9 
and relevant metered data in accordance with Appendix 6 to 
Schedule 9 of this Agreement, which is used for the purposes of 
Settlement;

	"Settlement Period" has the meaning given to that term in 
Part I of Appendix 1 to Schedule 9;

	"Settlement System" means those assets, systems and 
procedures for the calculation in accordance with the Pool Rules 
of payments which become due thereunder, as modified from time to 
time;

	"Settlement System Administrator" means ESIS in its capacity 
as Settlement System Administrator or any replacement therefor as 
Settlement System Administrator from time to time appointed 
pursuant to this Agreement;

	"Settlements Business" means the business of the Settlement 
System Administrator in operating the Settlement System under 
this Agreement;

	"Site" means:

(i)	a Grid Entry Point;

(ii)	a Grid Supply Point or Bulk Supply Point;

(iii)	the point of connection of a Generator which is 
Embedded or of a Second Tier Supplier or of a Second Tier 
Customer to a Distribution System or the NGC Transmission System, 
or the point of connection of a Non-Pooled Generator to a 
Distribution System;

(iv)	the point of connection of two Distribution Systems; or

(v)	the point of connection of an External Interconnection to 
the NGC Transmission System;

	"Small Generator" means any Independent Generator with 
Generating Units the aggregate Registered Capacity of which does 
not exceed 100MW;

	"Software" means at any time all the computer programs, 
codes and associated documents and materials which are at such 
time used by or on behalf of the Settlement System Administrator 
and required in the operation of the Settlement System;

	"Specification" means at any time the computer 
specification(s) giving effect to the Pool Rules and such other 
matters as may be agreed between the Executive Committee and the 
Settlement System Administrator at the time;

	"SSA Arrangements" means this Agreement, the Service Lines, 
the Agreed Procedures and the Codes of Practice;

	"SSA System" means all operating systems, compilers and 
other software necessary to or used for the operation or testing 
of the Hardware and the Settlement System (excluding, for the 
avoidance of doubt, Developed Application Software and Licensed 
Application Software, each as defined in sub-section 10.1 of 
Schedule 4);

	"Supplemental Agreement" means any agreement entered or to 
be entered into between NGC and any User party to the Master 
Connection and Use of System Agreement and expressed to be 
supplemental thereto;

	"Supplier" means a person for the time being party to this 
Agreement:

(i)	who is a Founder Supplier; or

(ii)	who was admitted as a Party in the capacity of a Supplier; 
or 

(iii)	who, in accordance with Clause 3.10, has changed 
capacity(ies) such that it participates as a Party in the 
capacity of a Supplier,

	and, where the expression is used in Part III, Part IV or 
Part XI or Schedule 14 or 18, who is also or (where appropriate) 
is to become a Pool Member;

	"Supplier's Connection Agreement" means the agreement for 
connection to any User System envisaged in Condition 8B of a PES 
Licence and Condition 3 of a Second Tier Supply Licence;

	"Supplier's System Charge" means the amount determined by 
the Executive Committee in accordance with the provisions of 
Clause 34A.3;

	"Supplier's Use of System Agreement" means the agreement for 
use of system envisaged in Condition 8B of a PES Licence and 
Condition 3 of a Second Tier Supply Licence;

	"Synopsis of Metering Codes" means a synopsis maintained and 
updated as necessary by the Executive Committee listing each Code 
of Practice approved as such from time to time in accordance with 
this Agreement;

	"System" means any User System or the NGC Transmission 
System, as the case may be;

	"System Ancillary Services" means Ancillary Services which 
are required for System reasons and which must be provided by 
Users (but in some cases only if a User has agreed to provide the 
same under a Supplemental Agreement);

	"Tariff" for any period of one year in respect of any Site 
(which whenever used in this definition shall include all 
Qualifying Sites) means the tariff approved by the Director and 
published by the Executive Committee on or before that tariff 
becomes effective and providing for amounts payable to Tariff 
Operators of certain Sites in a class of which that Site is a 
member in respect of the provision of installation and 
maintenance services in respect of Communications Equipment; and 
the "relevant Tariff" in respect of any Site (or Metering 
Equipment or Metering System in respect of a Site) shall be the 
Tariff which is so expressed by its terms to apply to that class 
of Sites to which such Site so belongs;

	"Tariff Operator" means a Meter Operator Party which is an 
Operator or which is appointed as the operator pursuant to an 
agreement or an arrangement in respect of Metering Equipment at a 
Qualifying Site;

	"Third Quarter" means, in respect of any year, the months of 
July, August and September;

	"Total Second Tier System Charges" means, in respect of any 
Specified Accounting Period (as defined in Clause 34A.1), the 
aggregate of the costs, expenses and charges incurred by all 
Second Tier Agents in respect of the relevant Specified 
Accounting Period and relating to the collection, aggregation, 
adjustment and transmission of data from Second Tier Systems and 
Non-Pooled Generation Systems or when the collection, 
aggregation, adjustment and the transmission of data from Second 
Tier Systems and Non-Pooled Generation Systems is performed by 
the Settlement System Administration the costs, expenses and 
charges directly incurred by the Settlement System Administrator 
plus the deficit (if any) or (as the case may be) less the 
surplus (if any) in the amount of Total Second Tier System 
Charges recovered for the immediately preceding Specified 
Accounting Period carried forward in accordance with the 
provisions of Clause 34A.5;

	"Total System" means the NGC Transmission System and all 
User Systems in England and Wales;

	"Total Votes" means, in relation to a Pool Member, the 
number of votes to which such Pool Member is entitled pursuant to 
Clause 11.7;

	"Trading Site" shall be determined in accordance with 
Schedule 17;

	"Transmission Licence" means a licence granted or to be 
granted under section 6(1)(b) of the Act, the authorised area of 
which is England and Wales or any part of either thereof;

	"TW" means terrawatt;

	"Twh" means terrawatt-hours;

	"undertaking" has the meaning given to that term by section 
259 of the Companies Act 1985 as substituted by section 22 of the 
Companies Act 1989 and, if that latter section is not in force at 
the date of this Agreement, as if such latter section were in 
force at such date;

	"User" means a term utilised in various sections of the Grid 
Code to refer to a person using the NGC Transmission System and 
includes an Externally Interconnected Party, all as more 
particularly identified in each section of the Grid Code 
concerned;

	"User Site" means a site owned (or occupied pursuant to a 
lease, licence or other agreement) by a User in which there is a 
Connection Point;

	"User System" means;

(i)	other than in relation to an External Pool Member or an 
Externally Interconnected Party, any system owned or operated by 
a User comprising Generating Units and/or Distribution Systems 
(and/or other systems consisting, wholly or mainly, of electric 
lines which are owned or operated by a person other than a PES) 
and Plant and/or Apparatus connecting Generating Units, 
Distribution Systems (and/or other systems consisting, wholly or 
mainly, of electric lines which are owned or operated by a person 
other than a PES) or Non-Embedded Customers to the NGC 
Transmission System or (except in the case of Non-Embedded 
Customers) to the relevant other User System, as the case may be, 
including any Remote Transmission Assets (as defined in the Grid 
Code) operated by such User or other person and any plant and/or 
Apparatus and meters owned or operated by the User and or other 
person in connection with the distribution of electricity, but 
does not include any part of the NGC Transmission System; and

(ii)	in relation to an External Pool Member or an Externally 
Interconnected Party, the External System Connected to the 
relevant External Interconnection;

	"VAr" means voltamperes reactive;

	"Votes Calculation Period" means:

(i)	in relation to the First Quarter in any year, the Third 
Quarter in the immediately preceding year;

(ii)	in relation to the Second Quarter in any year, the Fourth 
Quarter in the immediately preceding year;

(iii)	in relation to the Third Quarter in any year, the First 
Quarter of the same year; and 

(iv)	in relation to the Fourth Quarter in any year, the Second 
Quarter in the same year;

	"Weighted Votes" means, in relation to a Pool Member, the 
number of votes to which such Pool Member is entitled pursuant to 
Clause 11.2;

	"Wh" means watt-hours;

	"Working day" has the meaning given to that term in the Act; 
and

	"Works Programmed Manager" has the meaning given to that 
term in Clause 5.13.

1.2	Construction of certain references:  In this Agreement, 
except where the context otherwise requires, any reference to:

1.2.1	an Act of Parliament or any Part or section or other 
provision of, or Schedule to, an Act of Parliament shall be 
construed, at the particular time, as including a reference to 
any modification, extension or re-enactment thereof then in force 
and to all instruments, orders or regulations then in force and 
made under or deriving validity from the relevant Act of 
Parliament;

1.2.2	another agreement or any deed or other instruments 
shall be construed as a reference to that other agreement, deed 
or other instrument as the same may have been, or may from time 
to time be, amended, varied, supplemented or novated;

1.2.3	an "affiliate" means, in relation to any person, any 
holding company or subsidiary of such person or any subsidiary of 
a holding company of such person, in each case within the meaning 
of sections 736, 736A and 736B of the Companies Act 1985 as 
substituted by section 144 of the Companies Act 1989 and, if that 
latter section is not in force at the date of this Agreement, as 
if such latter section were in force at such date;

1.2.4	a "Business Day" means any week day (other than a 
Saturday) on which banks are open for domestic business in the 
City of London;

1.2.5	a "day" means a period of 24 hours (or such other 
number of hours as may be relevant in the case of charges for 
daylight saving) ending at 12.00 midnight;

1.2.6	a "holding company" means, in relation to any person, a 
holding company of such person within the meaning given to that 
term in Clause 1.2.3;

1.2.7	a "month" means a calendar month;

1.2.8	a "person" includes any individual, partnership, firm, 
company, corporation, joint venture, trust, association, 
organisation or other entity, in each case whether or not having 
separate legal personality;

1.2.9	a "related undertaking" means, in relation to any 
person, any undertaking in which such person has a participating 
interest as defined by section 260(1) of the Companies Act 1985 
as substituted by section 22 of the Companies Act 1989 and, if 
that latter section is not in force at the date of this 
Agreement, as if such latter section were in force at such date;

1.2.10	a "subsidiary" means, in relation to any person, a 
subsidiary of such person within the meaning given to that term 
in Clause 1.2.3; and

1.2.11	a "year" means a calendar year.

	For all purposes of this Agreement no Party shall be an 
associate or a related undertaking of any other Party only by 
reason of all or any of the share capital of any Party being 
owned directly or indirectly by the Secretary of State.

1.3	Interpretation:

1.3.1	In this Agreement:

(a)	references to the masculine shall include the feminine and 
references in the singular shall include references in the plural 
and vice versa;

(b)	references to the word "include" or "including" are to be 
construed without limitation;

(c)	references to time are to London time;

(d)	except where the context otherwise requires, references to a 
particular Part, Clause, sub-clause, paragraph, sub-paragraph or 
Schedule shall be a reference to that Part, Clause, sub-clause, 
paragraph, sub-paragraph or Schedule in or to this Agreement;

(e)	except where the context otherwise requires, references in a 
Schedule to a particular Section, sub-section, Annex or Appendix 
shall be a reference to that Section, sub-section, Annex or 
Appendix in or to that Schedule; and

(f)	the table of contents, the headings to each of the Parts, 
Clauses, sub-clauses, paragraphs, sub-paragraphs, Schedules, 
Sections, sub-sections, Annexes and Appendices are inserted for 
convenience only and shall be ignored in construing this 
Agreement.

1.3.2	With respect to Part XV of and Schedule 21 to this 
Agreement (but not elsewhere or otherwise):

(a)	in the event that any person is required to give or is 
entitled to withhold its consent or approval to terms and 
conditions of this Agreement or an Agreed Procedure or Code of 
Practice or to any other act, matter or thing under or referred 
to in this Agreement or has agreed to revise such terms and 
conditions or an Agreed Procedure or Code of Practice or any 
dispensation therefrom, such person shall act in good faith and 
be reasonable in giving or withholding of such consent or 
approval or in imposing conditions to such consent or approval or 
in agreeing revised terms and conditions of Part XV of or 
Schedule 21 to this Agreement or any Agreed Procedure or Code of 
Practice; and

(b)	where any person is required to perform any act or give any 
consent or notification or do any other thing, it shall, in the 
absence of any specified time limit, perform, give or do or (as 
the case may be) notify its withholding of its consent or 
approval to the same as soon as is reasonably practicable in all 
the circumstances.

1.4	Hierarchy:  If the provisions of an Agreed Procedure, a Code 
of Practice, a Service Line or the Development Policies are 
inconsistent with the Provisions of this Agreement, the 
provisions of this Agreement shall prevail to the extent of such 
inconsistency.  If the provisions of a Service Line are 
inconsistent with the provisions of an Agreed Procedure or a Code 
of Practice, the provisions of the Service Line shall prevail to 
the extent of such inconsistency.

1.5.(a)	The Parties undertake to review the Agreed Procedures, 
the Codes of Practice and the Service Lines by no later than the 
date (the "Review End Date") falling 30 days after the date on 
which this Clause 1.5 takes effect in accordance with a workplan 
in form and content agreed by the Executive Committee and the 
Settlement System Administrator as at the date on which this 
Clause 1.5 takes effect, such workplan to include the principle 
that ESIS will provide discussion drafts of the Service Lines to 
the Executive Committee and that these redrafts will then be the 
subject of the joint review by ESIS and the Executive Committee.

(b)	In reviewing the Agreed Procedures, the Codes of Practice 
and the Service Lines:

(i)	the product of each Service Line shall remain unaltered and 
if any Agreed Procedure or Code of Practice shall have a product 
which is part of the current working practice of ESIS but which 
is not currently in a Service Line, that product shall be 
incorporated into the relevant Service Line;

(ii)	subject to (i) above, each of the Agreed Procedures, the 
Codes of Practice and the Service Lines shall be brought into 
line with Parties' working practices current at the date on which 
this Clause 1.5 takes effect and made consistent inter se.

(c)	Each of the Parties undertakes to comply at all times with 
its obligations under or pursuant to the Service Lines 
notwithstanding that the same are being reviewed as provided in 
this Clause 1.5.

(d)	(i)	Each of the Parties undertakes to comply at all times 
with the Agreed Procedures and the Codes of Practice insofar as 
applicable to such Party provided that:

(A)	subject to (B) below, pending completion of the review of 
the Agreed Procedures and Codes of Practice pursuant to this 
Clause 1.5, if Parties' working practices current at the date on 
which this Clause 1.5 takes effect are inconsistent with the 
terms of any Agreed Procedure or Code of Practice, such working 
practices shall prevail (but without prejudice and subject to the 
requirements of Clause 1.5(b)(i)); and

(B)	if the review of a Service Line, Agreed Procedure Code of 
Practice pursuant to this Clause 1.5 is not completed by the 
Review End Date then, until it is completed, the Parties shall 
continue to comply with the Parties' working practices then 
current.

(ii)	The Executive Committee shall provide copies of the Agreed 
Procedures and Codes of Practice to a Party upon request.

(e)	Nothing in this Clause 1.5 shall affect Clause 1.4 or any 
other review of Agreed Procedures, Codes of Practice or Service 
Lines required or permitted elsewhere pursuant to this Agreement.

1.6	Obligation on Generators with respect to Availability 
Declarations:  In respect of each of its Centrally Despatched 
Generating Units a Generator shall submit an Availability 
Declaration or a re-declared Availability Declaration to ensure 
that its Genset Offered Availability and Genset Re-Offered 
Availability do not exceed at any time the maximum Gross/Net 
generation which it, acting as a prudent operator using Good 
Industry Practice, would reasonably expect to achieve if such 
Centrally Despatched Generating Unit were to be despatched at 
that level.  In this Clause 1.6 capitalised terms not defined in 
Clause 1.1 shall have the respective meanings given to them in 
the Pool Rules.

1.7	1998:  The provisions of Schedule 22, shall have effect.

1.8	1998 Framework Agreement:  The Parties and the Meter 
Operator Parties agree that, to accommodate the removal of the 
franchise limit generally contained in Condition 2 of the Second 
Tier Supply Licences schedule for 31st March, 1998 (the "1998 
Programme"), changes may be needed to this Agreement.  The 
Parties and Meter Operator Parties therefore authorise the Chief 
Executive to maintain a document (the "1998 Framework Agreement") 
which shall contain points of principle and text relating to the 
implementation of the 1998  Programme which have been approved in 
principle by either the Executive Committee or Pool Members in 
general meeting.  It is the intention of Pool Members that the 
1998 Framework Agreement will be revised as further principles 
and/or text are agreed by the Executive Committee or Pool Members 
in general meeting so that, in good time before 31st March, 1998, 
the 1998 Framework Agreement will contain all text necessary to 
be included in this Agreement in order to implement the 1998 
Programme.  Notwithstanding the Agreement of Pool Members or the 
Executive Committee to the inclusion of  such principles and/or 
text in the 1998 Framework Agreement, it is agreed by  the 
Parties and Meter Operator Parties that no part of the 1998 
Framework Agreement shall have effect or shall alter, amend or 
replace any part of this Agreement until included in this 
Agreement by way of a supplemental  agreement hereto and the 
process in this Clause 1.8 shall not bind or commit any Party or 
Meter Operator Party or otherwise affect in any way the rights 
and discretions of any Party or Meter Operator Party to withhold 
or qualify its agreement to any supplemental agreement to this 
Agreement.

2 THE EFFECTIVE DATE

Commencement:  The rights and obligations of each of the Parties 
under this Agreement shall commence on the Effective Date.

3 ADDITIONAL PARTIES

3.1	General:  Subject to the following provisions of this Clause 
3, the Parties shall admit as an additional party to this 
Agreement any person (the "New Party")  (not, for the avoidance 
of doubt, being a successor Settlement System Administrator, Pool 
Funds Administrator, Grid Operator or Ancillary Services 
Provider, to which the provisions of Clause 3.11, 3.12, 3.13 or, 
as the case may be, 3.14 apply) who applies to be admitted, in 
the capacity or, as the case may be, capacities requested by the 
New Party.

3.2	Admission Application:  A New Party wishing to be admitted 
as an additional party to this Agreement shall complete an 
Admission Application and shall deliver it to the Executive 
Committee together with the fee (which shall be non-refundable) 
and other documents (if any) therein specified.

3.3	Executive Committee response:

3.3.1	Upon receipt of any Admission Application duly 
completed the  Executive Committee shall notify (for information 
only) all Parties and the Director of such receipt and of the 
name of the New Party.

3.3.2	Within 60 days after receipt of a duly completed 
Admission Application from a New Party the Executive Committee 
shall notify the New Party and the Director either:

(a)	that the New Party shall be admitted as a Party, in which 
event the provisions of Clause 3.6 shall apply; or

(b)	that the Executive Committee requires the New Party to 
produce evidence satisfactory to the Executive Committee 
("Additional Evidence") demonstrating the New Party's fulfillment 
of the admission conditions relevant to it set out in its 
Admission Application, in which event the provisions of Clause 
3.4 shall apply.

If the Executive Committee shall fail to so notify the New Party 
and the Director, the New Party may within 28 days after the 
expiry of the said 60 day period refer the matter to the Director 
pursuant to Clause 3.5, in which event the provisions of that 
Clause shall apply.

3.4	Additional Evidence:  Within 28 days (or such longer period 
as the Executive Committee in its absolute discretion may allow) 
after the Executive Committee has given notice pursuant to Clause 
3.3.2(b) the New Party shall:

3.4.1	provide the Executive Committee with the Additional 
Evidence, in which event the provisions of Clause 3.6 shall 
apply; or 

3.4.2	refer the matter to the Director pursuant to Clause 
3.5, in which event the provisions of that Clause shall apply,

failing which the New Party's application for admission shall 
lapse and be of no effect and the New Party shall not be, and 
shall not be entitled to be, admitted as a Party consequent upon 
such application (but without prejudice to any new application 
for admission it may make thereafter).

3.5	Reference to the Director

3.5.1	If:

(a)	any dispute shall arise between the Executive Committee and 
a New Party over whether the New Party has fulfilled the 
admission conditions relevant to it; or

(b)	the Executive Committee shall have failed to notify the New 
Party as provided in Clause 3.3 within the 60 day period therein 
specified,

the issue of whether the New Party has fulfilled the admission 
conditions relevant to it may be referred by way of written 
application of the New Party, copied to the Executive Committee, 
to the Director for determination.  The determination of the 
Director, which shall be made within 28 days after receipt of the 
said written application and shall be to the effect set out in 
paragraph (a) or (b) of Clause 3.5.2, shall be final and binding 
for all purposes.  The Director shall publish reasons supporting 
his determination.

3.5.2	(a)	If the determination is to the effect that the New 
Party has fulfilled the said admission conditions, the New Party 
shall be admitted and the provisions of Clause 3.6 shall apply.

(b)	If the determination is to the effect that the New Party has 
not fulfilled the admission conditions, the New Party's 
application for admission shall lapse and be of no effect and the 
New Party shall not be, and shall not be entitled to be, admitted 
as a Party consequent upon such application (but without 
prejudice to any new application it may make thereafter).

3.6	Admission:  If:

3.6.1	the Executive Committee shall notify the New Party and 
the Director as provided in Clause 3.3.2(a); or

3.6.2	following a request for Additional Information pursuant 
to Clause 3.3.2(b), the New Party provides the same within the 
period specified in Clause 3.4; or 

3.6.3	the New Party is to be admitted as a Party pursuant to 
Clause 3.5.,

the Executive Committee shall forthwith prepare or cause to be 
prepared an Accession Agreement.  Subject to the Executive 
Committee making all notifications and filings (if any) required 
of it for regulatory purposes and obtaining all regulatory 
consents and approvals (if any) required to be obtained by it, 
the Executive Committee shall instruct the Chief Executive or 
another person authorised by the Executive Committee for the 
purpose to prepare an Accession Agreement and to sign and deliver 
the Accession Agreement on behalf of all Parties other than the 
New Party and the New Party shall also execute and deliver the 
Accession Agreement and, on and subject to the terms and 
conditions of the Accession Agreement, the New Party shall become 
a Party for all purposes of this Agreement with effect from the 
date specified in such Accession Agreement (and, if no such date 
is so specified, the date of such Accession Agreement).  The New 
Party shall pay all costs and expenses associated with the 
preparation, execution and delivery of its Accession Agreement.  
Each Party hereby authorises and instructs the Chief Executive 
and each person authorised for the purpose by the Executive 
Committee to sign on its behalf Accession Agreements and 
undertakes not to withdraw, qualify or revoke such authority and 
instruction at any time.  The Executive Committee shall promptly 
notify all Parties and the Director of the execution and delivery 
of each Accession Agreement.

3.7	Additional Agreements:  Upon and as a condition of admission 
as a Party, a New Party shall execute and delivery such further 
agreements and documents and shall do all such other acts, 
matters and things as the Executive Committee may reasonably 
require.

3.8	Application fees:  All fees received by the Executive 
Committee in respect of any application by a New Party to become 
a Party shall be used to defray the costs and expenses of the 
Executive Committee and shall be paid to such account as the 
Executive Committee 

3.9	Compliance:  Each Party shall procure that for so long as it 
is a Party it shall at all times satisfy or otherwise comply with 
the admission conditions set out in its Admission Application 
applicable to it (and/or such further or other conditions as the 
Executive Committee may from time to time reasonably specify) and 
upon request from time to time shall promptly provide the 
Executive Committee with evidence reasonably satisfactory to the 
Executive Committee of such satisfaction and compliance.

3.10	Change of capacities:

3.10.1	Any Found Generator, any Founder Supplier, any 
Externally Interconnected Party and any Party admitted as a 
additional party to this Agreement pursuant to this Clause 3 may, 
upon application to the Executive Committee and satisfaction of 
such conditions (if any) as the Executive Committee may 
reasonably require, change the capacity(ies) in which it 
participates as a Party.

3.10.2	If upon receipt of any Admission Application the 
Executive Committee shall consider that the New Party should 
either:

(a)	not be admitted as a Party in the capacity in which it has 
applied so to be admitted but should be admitted in another 
capacity; or

(b)	be admitted both in the capacity in which it has applied so 
to be admitted and in another capacity,

then the Executive Committee shall within the period specified in 
Clause 3.3.2 notify the New Party and the Director accordingly 
and shall specify what, if any, additional evidence the Executive 
Committee requires the New Party to produce to demonstrate its 
fulfillment of the admission conditions relevant to its admission 
in such other capacity(ies).  The provisions of Clauses 3.4, 3.5 
and 3.6 shall apply mutatis mutandis to any such admission.

3.11	Successor Settlement System Administrator:  Any successor 
Settlement System Administrator requiring to be admitted as a 
Party in that capacity shall, upon application to the Executive 
Committee, be so admitted by way of Accession Agreement modified 
insofar as is necessary to take account of the capacity in which 
such successor is to be admitted.  The provisions of Clause 3.6 
shall apply mutatis mutandis to any such admission.

3.12	Successor Pool Funds Administrator:  Any successor Pool 
Funds Administrator appointed in accordance with the provisions 
of Schedule 15 shall be admitted as a Party in that capacity at 
such time and on such terms and conditions as the Executive 
Committee may reasonably require.

3.13	Successor Grid Operator:  Any successor Grid Operator 
requiring to be admitted as a Party in that capacity shall, upon 
application to the Executive Committee, be so admitted by way of 
Accession Agreement modified insofar as is necessary to take 
account of the capacity in which such successor is to be 
admitted.  The provisions of Clause 3.6 shall apply mutatis 
mutandis to any such admission.

3.14	Successor Ancillary Services Provider:  Any successor 
Ancillary Services Provider requiring to be admitted as a Party 
in that capacity shall, upon application to the Executive 
Committee, be so admitted by way of Accession Agreement modified 
insofar as is necessary to take account of the capacity in which 
such successor is to be admitted.  The provisions of Clause 3.6 
shall apply mutatis mutandis to any such admission.

PART II

OBJECTS, REVIEW AND PRIORITY

4 OBJECTS AND PURPOSE OF THE AGREEMENT

4.1	Principal objects and purpose:  The principal objects and 
purpose of this Agreement are:

4.1.1	to provide a set of rules which, when implemented, will 
quantify:

(a)	the financial obligations owed by certain Pool Members to 
other Pool Members in respect of the former Pool Members' 
purchases of electricity produced or delivered by such other Pool 
Members; and

(b)	the financial obligations owed by certain Pool Members to 
the Ancillary Services Provider in respect of the purchase of 
Ancillary Services;

4.1.2	to establish, maintain and operate efficiently computer 
and other systems (whether or not computer related) which will 
implement the rules referred to in Clause 4.1.1; and

4.1.3	by following the procedures for amending this Agreement 
set out or referred to herein, to keep under review and promote 
the implementation, administration and development of the systems 
referred to in Clause 4.1.2 in a way which takes into account, 
and balances, the respective interests of actual and potential 
generators and suppliers of electricity and of consumers of 
electricity and providers of Ancillary Services.

4.2	Interpretation:  In the construction and interpretation of 
this Agreement due regard shall be had to the principal objects 
and purpose set out in Clause 4.1.

4.3	Exercise of rights:  In exercising its rights under this 
Agreement, each Party shall exercise and enforce such rights and 
perform its obligations in good faith having due regard both to 
its own legitimate commercial interests and the principal objects 
and purpose set out in Clause 4.1.

5 TRANSITIONAL ARRANGEMENTS AND REVIEWS

5.1	[Not used].

	Transitional Arrangements

5.2	Transitional Arrangements:  The Parties acknowledge and 
agree that the arrangements described or referred to in the first 
column of Schedule 12 ("Transitional Arrangements") have been 
designed as transitional arrangements only.  The Parties 
undertake with each other to use all reasonable endeavours 
(including, where appropriate, through their representation on 
the Executive Committee) to give effect to the principle (the 
"New Principle") set opposite the relevant Transitional 
Arrangement in the second column of Schedule 12 by the date set 
opposite such Transitional Arrangement in the third column of 
that Schedule.  Clauses 5.9 to 5.14 (inclusive) shall have the 
effect in relation to all Transitional Arrangements.

Regular Reviews

5.3	Conduct of reviews:  Within a period (the "Review Period") 
of six months beginning on each of the dates referred to in 
Clause 5.5 (the "Review Dates") the Executive Committee shall 
review in consultation with the Settlement System Administrator 
and the Pool Auditor the operation in practice of this Agreement 
and the Settlement System to assess whether the principal objects 
and purpose set out in Clause 4.1 are being or could be better 
achieved.  In carrying out each such review the Executive 
Committee shall give due consideration to any matter referred to 
it by any Party, the Pool Auditor, the Director or the Secretary 
of State.  Clauses 5.5 to 5.15 (inclusive) shall have effect in 
relation to the reviews described in this Clause 5.3, and such 
reviews shall be in addition to the reviews associated with the 
Transitional Arrangements.

5.4	[Not used].

5.5	Review Dates:  The Review Dates are:

5.5.1	those dates falling 12 and 24 months after the 
Effective Date;

5.5.2	those dates falling on the last day of each successive 
period of two years, the first such period beginning on 30th 
March, 1992; and

5.5.3	such other date(s) as the Pool Members in general 
meeting may from time to time determine.

5.6	Reports:  Promptly (and in any event within one month) after 
the end of each Review Period the Executive Committee shall 
prepare or cause to be prepared a written report of its review 
containing such matters as are referred to in Clause 5.7 and a 
copy of such report shall be sent to each Party, the Pool 
Auditor, the Director and the Secretary of State.

5.7	Content of reports:  Each report referred to in Clause 5.6 
shall set out:

5.7.1	the scope of the review conducted;

5.7.2	the matters reviewed and the investigations and 
enquiries made;

5.7.3	the findings of such review;

5.7.4	the recommendations (if any) as to the changes to be 
made to this Agreement and the Settlement System so as to achieve 
or better to achieve the principal objects and purpose set out in 
Clause 4.1;

5.7.5	the effect which any such recommendation referred to in 
Clause 5.7.4 would, if implemented, have on the role of the Pool 
Auditor under this Agreement and any comments of the Pool Auditor 
thereon;

5.7.6	the financial effects (if any) which any such 
recommendation referred to in Clause 5.7.4 would, if implemented, 
have on Pool Members; and

5.7.7	such other matters as the Executive Committee shall 
consider appropriate.

If any Committee Member shall disagree with any of the 
recommendations made in any such report, such report shall set 
out the reasons for such disagreement and any alternative 
proposals of such Committee Member.

5.8	General Meeting approval:  Within two months after the end 
of each Review Period the Executive Committee shall convene an 
extraordinary general meeting of Pool Members to consider and, if 
thought fit, approve (in whole or in part) the recommendations 
(the "Recommendations") made in the report referred to in Clause 
5.6.  If any Recommendation is so approved (an "Approved 
Recommendation") then subject to Clause 13.5, the provisions of 
Clauses 5.9 to 5.14 (inclusive) shall have effect in relation 
thereto.  If any Recommendation is not so approved, no further 
action shall be taken in respect thereof arising from such 
report.

Works Programme

5.9	Works Programme:  In respect of each Transitional 
Arrangement and each Approved Recommendation the Executive 
Committee shall:

5.9.1	in the case of a Transitional Arrangement, but the date 
set opposite such Transitional Arrangement in the fourth column 
of Schedule 12; and

5.9.2	in the case of an Approved Recommendation, by the date 
stipulated by the Pool Members in general meeting or (if no date 
is stipulated) within a reasonable time,

prepare (or cause to be prepared in consultation with the Pool 
Auditor a programme (the "Works Programme") which expression 
shall include any associated documentation hereinafter referred 
to in this Clause 5.9) which programme shall (unless otherwise 
resolved by the Executive Committee after consultation with those 
Parties not being Pool Members who might reasonably be expected 
to be affected by the Works Programme) include:
(a)	a detailed timetable for the implementation of the New 
Principle or (as the case may be) the Approved Recommendation, 
including (where appropriate) a series of milestone and/or target 
dates for the achievement of specified parts of such programme;

(b)	a full explanation of how such New Principle or Approved 
Recommendation is to be implemented, including a detailed 
analysis of such New Principle or Approved Recommendation and the 
objectives which it is intended to achieve, the work involved, 
the resources required and the amendments likely to be required 
to this Agreement, the Specification and to any other relevant 
agreement or document and of any changes required to be made to 
the Software or the Hardware; and

(c)	an estimate of the cost of such implementation supported by 
a breakdown of such cost and a detailed commentary on each 
element thereof together with proposals for the recovery of such 
cost,

and (unless otherwise resolved by the Executive Committee after 
consultation with those Parties not being Pool Members who might 
reasonably be expected to be affected by the Works Programme) 
shall be supported by:

(i)	any draft legal documentation required to give effect to the 
amendments referred to in paragraph (b) above; and

(ii)	the outline form of agreement appointing the Works Programme 
Manager as project manager for the implementation of the Works 
Programme (which form shall, where the Settlement System 
Administrator is or, in the Executive Committee's opinion, is 
likely to be the Works Programme Manager or where the Works 
Programme involves changes to the Specification or the Software, 
be prepared in consultation with the Settlement System 
Administrator).

5.10	Review:  The Executive Committee shall arrange for a copy of 
each Works Programme to be sent to each Party, the Pool Auditor 
and the Director for review under cover of a letter setting a 
deadline for receipt of comments on such Works Programme (being 
no earlier than one month and no later than two months after the 
date of despatch of copies of the Works Programme for comment) 
and indicating to whom such comments should be addressed.  Within 
such time as is reasonable after the deadline set for receipt of 
comments but, in any event, within two months thereafter, the 
Executive Committee shall revise (or cause to be revised) the 
Works Programme to take into account (so far as it considers 
desirable) the comments received from the Parties, the Pool 
Auditor and the Director.

5.11	General Meeting referral:  As soon as a Works Programme has 
been revised as provided in Clause 5.10 (or, if the Executive 
Committee considers no such revision desirable, within one month 
after the deadline set under Clause 5.10 for receipt of comments 
on such Works Programme), the Executive Committee shall convene 
an extraordinary general meeting of Pool Members to consider and, 
if thought fit, approve such Works Programme (with or without 
amendment).

5.12	Approval of the Works Programme:

5.12.1	A Works Programme shall not be given effect to unless 
and until approved by the Pool Members in general meeting.  
Additionally, if a Works Programme or any part thereof shall 
involve a matter requiring the approval of Generators or 
Suppliers in separate general meeting under Clause 13.2 (a "Class 
Issue"), then such Works Programme shall not be given effect to 
unless and until approved by the relevant class of Pool Members.  
If a Works Programme shall not be duly approved (with or without 
amendment), the Executive Committee shall revise (or cause to be 
revised) the same to take account of the wishes of the Pool 
Members in general meeting and/or (as the case may be) in 
separate general meeting and thereafter such revised Works 
Programme shall be re-submitted to the Pool Members in general 
meeting and, if such revised Works Programme or any part thereof 
shall involve a Class Issue, to the relevant Pool Members in 
separate general meeting, in each case for approval (with or 
without amendment).  This revision and re-submission procedure 
shall be repeated as often as may be required until such time as 
the Pool Members in general meeting and, as necessary, in 
separate general meetings approve the Works Programme.

5.12.2	Notwithstanding the provisions of Clause 5.12.1, the 
Executive Committee and each Party shall be entitled at any time 
prior to the approval of a Works Programme by the Pool Members in 
general meeting and (where required under Clause 5.12.1) by the 
relevant class of Pool Members in separate general meeting to 
apply to the Director requesting that the implementation of the 
New Principle or (as the case may be) the Approved Recommendation 
should not proceed or should not proceed in the manner set out by 
such Works Programme and, in such event, effect shall not be 
given to the Works Programme pending the determination of the 
Director and then (subject as provided in Clause 5.14) only to 
the extent (if at all) that the Director in his absolute 
discretion shall approve.

5.13	Implementation:  The implementation of all Works Programmes 
shall be project managed by the Settlement System Administrator 
or (if the Settlement System Administrator is unable or unwilling 
so to project manage) such other person as the Executive 
Committee shall nominate (the "Works Programme Manager") upon and 
subject to such terms and conditions as are agreed by the 
Executive Committee with the Works Programme Manager and the cost 
thereof recovered in accordance with the terms of the relevant 
Works Programme.  Cost overruns, liquidated damages and all other 
financing costs, incentives and penalties shall be financed, 
levied and/or paid at the times and in the manner provided for in 
such Works Programme.  Costs incurred by the Settlement System 
Administrator shall be recovered in accordance with the Charging 
Procedure.  The Executive Committee shall require the Works 
Programme Manager to prepare and submit to the Executive 
Committee no less frequently than quarterly a written report 
giving a detailed commentary on the progress of implementing each 
Works Programme, including a comparison of actual progress made 
against the timetable set by such Works Programme and of actual 
costs incurred against budgeted costs.

5.14	Pool Auditor's approval:  At the completion of the work 
required by each Works Programme but prior to effect being given 
to the New Principle or (as the case may be) the Approved 
Recommendation the Executive Committee shall request the Pool 
Auditor to issue an opinion in form and content satisfactory to 
the Executive Committee confirming to all Parties and the 
Director that the Pool Auditor has inspected and tested the 
arrangements giving effect to the New Principle or (as the case 
may be) the Approved Recommendation and is  satisfied (without 
qualification or reservation) that such arrangements do give 
effect to the New Principle or Approved Recommendation in the 
manner  required by the Works Programme.  The Executive Committee 
shall use all reasonable endeavours to make (or procure to be 
made) such modifications to such arrangements as are necessary to 
enable the Pool Auditor to give its opinion without qualification 
or reservation, and the costs of any such modification shall be 
recovered in accordance with the relevant Works Programme.  If 
the Pool Auditor's opinion can be given only with qualification 
or reservation, the Executive Committee shall convene an 
extraordinary general meeting of Pool Members and, where required 
under Clause 5.12.1, a separate general meeting of Generators 
and/or (as the case may be) Suppliers to consider and, if thought 
fit, approve such arrangements in the knowledge that the Pool 
Auditor's opinion can be given only with qualification or 
reservation.  Subject to the provisions of Clause 6, each of the 
Parties undertakes with each of the other Parties promptly 
following the issue of the Pool Auditor's opinion (but, where 
such opinion has a qualification or reservation, only after 
approval  as aforesaid by the Pool Members in general meeting 
and, where required  under Clause 5.12.1, by the relevant class 
of Pool Members in separate general meeting) to execute and 
deliver any amending agreement or other documents and to take 
such other action as may reasonably be required of it to give 
effect to such arrangements, in any such case at its own cost and 
expense.

5.15	Secretary of State's approval: In respect of the Secretary 
of State's decision as set out in his letter of 11th December, 
1991 to the Chief Executive concerning the selling of the output 
of plant by Generators with on-site demand under this Agreement:

5.15.1	each of the Parties undertakes with each of the other 
Parties forthwith to take all such steps (including as to the 
execution of any document) as may be required to give full force 
and effect to the decision of the Secretary of State.  Each of 
the Parties shall take all such steps at its own cost and expense 
except that the Settlement System Administrator, the Pool Funds 
Administrator and the Ancillary services Provider shall be 
entitled to recover any such costs and expenses in accordance 
with the terms of this Agreement; and

5.15.2	each of the Parties acknowledges and agrees that 
damages would not be an adequate remedy for any failure by it to 
give in accordance with Clause 5.15.1 full force and effect to 
the decision of the Secretary of State pursuant to this Clause 
5.15 and that, accordingly, each of the other Parties and the 
Director shall be entitled to the remedies of injunction, 
specific performance and other equitable relief for any 
threatened or actual such failure and that no proof of special 
damages shall be necessary for enforcement.

5.16	Director's modifications:

5.16.1	Where the Monopolies and Mergers Commission has issued 
a report on a reference under section 12 of the Act which:

(a)	includes conclusions to the effect that any of the matters 
specified in the reference operate, or may be expected to 
operate, against the public interest;

(b)	specifies effects adverse to the public interest which those 
matters have or may be expected have;

(c)	includes conclusions to the effect that those effects could 
be remedied or prevented by modifications of the conditions of 
any Licence and such modifications would require a change to the 
Pooling and Settlement Agreement; and

(d)	specifies modifications by which those effects could be 
remedied or prevented,

the Director may, subject to the following provisions of this 
Clause, require such modifications to this Agreement as are 
requisite for the purpose of remedying or preventing the adverse 
effect specified in the report.

5.16.2	Before requiring modifications to be made pursuant to 
this Clause, the Director shall have regard to the modifications 
specified in the report.  Further, the Director shall not, and 
shall not be entitled to, require a modification to be made to 
this Agreement which modification could not have been achieved 
lawfully through a modification of one or more Licences 
consequent upon the report (but as if, for this purpose, only 
those Parties who are holders of Licences were parties to this 
Agreement).

5.16.3	Before requiring modifications to be made pursuant to 
this Clause, the Director shall give notice:

(a)	stating that he proposes to make the modifications and 
setting out their effect;

(b)	stating the reasons why he proposes to make the 
modifications; and

(c)	specifying the period (not being less than 28 days from the 
date of publication of the notice) within which representations 
or objections with respect to the proposed modifications may be 
made,

and shall consider any representations or objections from any 
person which are duly made and not withdrawn.

5.16.4	A notice under Clause 5.16.3 shall be given:

(a)	by publishing the notice in such manner as the Director 
considers appropriate for the purpose of bringing the matters to 
which the notice relates to the attention of persons likely to be 
affected by the making of the modifications; and

(b)	by serving a copy of the notice on each Party, the Executive 
Committee and the Pool Auditor.

5.16.5	After considering any representations or objections 
which are duly made and not withdrawn pursuant to Clause 5.16.3, 
the Director may by notice published as provided in Clause 
5.16.4(a) and served on those referred to in Clause 5.16.4(b) 
specify the modifications to this Agreement which he requires to 
be made and the date upon which such modifications are to take 
effect and each of the Parties undertakes with each other of the 
Parties promptly to take all such steps as may be necessary to 
give full force and effect to the modifications so required.  Any 
costs incurred by the Settlement System Administrator in giving 
effect to such modifications shall be recovered in accordance 
with the Charging Procedure.

6 ENTRENCHED PROVISIONS, INCONSISTENCIES AND CONFLICTS

Entrenched Provisions

6.1	Secretary of State's consent:  The Parties acknowledge and 
agree that, notwithstanding any other provision of this 
Agreement, no amendment to or variation of any of the matters 
dealt with in any of the following provisions of this Agreement 
shall take effect without the prior written consent of the 
Secretary of State:

6.1.1	Clause 5.15, Part XIV and Section 28 of Schedule 9; and

6.1.2	this Clause 6.1.

6.2	Director's consent:  The Parties acknowledge and agree that, 
notwithstanding any other provision of this Agreement, no 
amendment to or variation of any of the matters dealt with in any 
of the following provisions of this Agreement shall take effect 
without the prior written consent of the Director:

6.2.1	(a)	Clauses 3.5, 4, 5.12.2, 5.15, 5.16, 6.11, 11, 13, 
15.6, 53.6, 67.3, 67.4, 83, 84 and 85 and Section 8 of Schedule 
14 and Section 7 of Schedule 20;

(b)	sub-section 19.1 of Schedule 14; and

(c)	paragraphs 1.4, 2.2.3, 3.3, 3.4, 3.7, 4.4.1, 6.4, 6.5, 17.3 
and 22.5 of Schedule 21;

6.2.2	without prejudice to Clause 6.2.3, the Pool Rules or 
any of them, other than an amendment or variation which:

(a)	involves only a change of a technical nature in the systems, 
rules and procedures contemplated by this Agreement; and

(b)	will not increase the liability or decrease the rights of 
any Party under this Agreement beyond what may reasonably be 
regarded as de minimis in relation to such Party,

but in any event including Section 22 thereof;

6.2.3	any provision of this Agreement which requires or 
permits any matter to be referred to the Director for approval, 
consent, direction or decision or confers any rights or benefits 
upon the Director; and

6.2.4	this Clause 6.2

6.3	Settlement System Administrator's consent:  The Parties 
acknowledge and agree that, notwithstanding any other provision 
of this Agreement, insofar as directly affects in any material 
respect the rights, benefits, duties, responsibilities, 
liabilities and/or obligations of the Settlement System 
Administrator no amendment to or variation of any of the matters 
dealt with in any of the following provisions of this Agreement 
shall take effect:

6.3.1	without the prior written consent of the Settlement 
System Administrator:
(a)	the definitions in Clause 1.1 of "Agreed Procedure", 
"Charging Procedure", "Code of Practice", "Force Majeure", "Good 
Industry Practice", "Hardware", "SSA Arrangements" and SSA 
System"'

(b)	Clauses 6.9, 7.3, 7.6, 9.5, 10.9, 10.10, 19.4, 34.1, 34.2, 
35.3, 35.6, 36.2, 37, 66, 68, 69, 74 and 78.2;

(c)	Schedule 4;

(d)	Sections 1.6 (and its application to any other Section of 
Schedule 9), 1.7 and 3 of Schedule 9; and

(e).this Clause 6.3;

6.3.2	without the prior written consent of the Settlement 
System Administrator (such consent not to be unreasonably 
withheld or delayed):

(a)	Clauses 18.1.2, 18.1.4, 19.5, 41, 45, 47.1, 47.3, 48.1, 
48.2, 48.9, 60, 70, 71.1, 71.4 and 71.5;

(b)	Part XXII (other than Clauses 74 and 78.2);

(c)	Section 30 of, and Appendix 4 to, Schedule 9;

(d)	Section 2(b) of Part C to Schedule 17; and

(e)	paragraphs 4 to 16 (inclusive), 18, 19, 21 and 22 of 
Schedule 21.

6.4	Pool Funds Administrator's consent:  The prior written 
consent of the Pool Funds Administrator may be needed to certain 
amendments to or variations of this Agreement, as provided in 
Schedule 15.

6.5	Grid Operator's consent:  The Parties acknowledge and agree 
that, notwithstanding any other provision of this Agreement, 
insofar as directly affects in any material respect the rights, 
benefits, duties, responsibilities, liabilities and/or 
obligations of the Grid Operator, no amendment to or variation of 
any of the matters dealt with in any of the following provisions 
shall take effect:

6.5.1	without the prior written consent of the Grid Operator:

(a)	Clauses 6.9, 7.3, 7.6, 9.5, 10.9, 10.10, 19.4, 25, 37.3, 47 
to 50 (inclusive), 66, 68, 69, 72, 74 and 78.2;

(b)	sub-section 3.1 of Appendix 2 to Schedule 9; and

(c)	this Clause 6.5; and 

6.5.2 without the prior written consent of the Grid Operator 
(such consent not to be unreasonably withheld or delayed), any 
other provision of this Agreement,

Provided that the references to Parties and to the Grid Operator 
in this Clause 6.5 shall be construed as if they were references 
to such terms prior to the creation of Meter Operator Parties and 
the associated amendments to this Agreement, but this shall be 
without limitation to any right of the Grid Operator to consent 
to any amendment or variation to this Agreement under this Clause 
6.5.

6.6	Ancillary Services Provider's consent:  The Parties 
acknowledge and agree that, notwithstanding any other provision 
of this Agreement, insofar as directly affects in any material 
respect the rights, benefits, duties, responsibilities, 
liabilities and/or obligations of the Ancillary Services 
Provider, no amendment to or variation of any of the following 
provisions shall take effect:

6.6.1	without the prior written consent of the Ancillary 
Services Provider:

(a)	Clauses 6.9, 7.3, 7.6, 9.5, 10.9, 10.10, 19.4, 25, 52.3, 66, 
68, 69, 72, 74 and 78.2;

(b)	Part XI and the provisions expressly incorporated therein by 
reference;

(c)	Sections 1.8, 23, 24.8 and 28 of Schedule 9; and

(d)	this Clause 6.6; and

6.6.2	without the prior written consent of the Ancillary 
Services Provider (such consent not to be unreasonably withheld 
or delayed), any other provision of this Agreement.

6.7	Amendments generally:

6.7.1	The following provisions of this Clause 6.7 are without 
prejudice to the rights, powers and privileges of the Secretary 
of State and the Director under the Act or any Licence or 
otherwise howsoever.

6.7.2	In relation to Schedule 4 (including its Appendix), and 
save as provided in Clause 6.7.3, where that Schedule provides 
for an amendment to the SSA Arrangements, the Menus of Prices or 
the Variation Menus (or any or any part thereof) to be agreed 
between certain designated persons and those persons agree in 
writing the amendment to be made, then the SSA Arrangements, the 
Menu of Prices or, as the case may be, the Variation Menus (or 
the relevant one or part thereof) shall be so amended without the 
need for any other Party to execute or deliver any amending or 
confirmatory document and each Party hereby consents to such 
amendments being made in such a manner and undertakes not to 
withdraw that consent.

6.7.3	In the following cases the amendment procedure set out 
in Clause 6.7.2 shall itself be modified as hereinafter provided:

(a)	if Schedule 4 refers to "formal documentation" being agreed 
to give effect to the amendment, an amending agreement executed 
by all Parties shall be required;

(b)	if the consent of a particular person is required to be 
obtained under Clauses 6.1 to 6.6 (inclusive), the amendment 
shall not take effect until that consent has been obtained.

6.7.4	Subject to:

(a)	any consent of a particular person required to be obtained 
under Clauses 6.1 to 6.6 (inclusive) being obtained;

(b)	the requirements of Clauses 6.7.5 and 13.2,

and save as provided otherwise in this Agreement, any amendment 
to or variation of this Agreement shall be effective if approved 
by Pool Members in general meeting pursuant to clause 13.1 or 
13.2 and all Parties agree promptly to execute and deliver all 
agreements and other documentation and to do all such other acts, 
matters and things as may be necessary to give effect to such 
amendment or variation.

6.7.5	Where any change is proposed to be made to this 
Agreement which, if made:

(a)	would introduce provisions dealing with matters not then 
dealt with in or expressly contemplated by this Agreement; and

(b)	would in any material respect directly affect the rights, 
benefits, duties, responsibilities, liabilities and/or 
obligations under this Agreement of the Settlement System 
Administrator, the Grid Operator, the Ancillary Services Provider 
and/or any Externally Interconnected Party,

such change shall not be made without the prior written consent 
of the relevant one of them (in each case not to be unreasonably 
withheld or delayed) provided that the reference to the Grid 
Operator in this Clause 6.7.5 shall be construed as if it was a 
reference to such term prior to the creation of Meter Operator 
Parties and the associated amendments to this Agreement, but this 
shall be without limitation to any right to consent to any 
amendment or variation of this Agreement under this Clause 6.7.5.

Inconsistencies and Conflicts

6.8	Internal inconsistencies and conflicts:  In the event of any 
inconsistency or conflict:

6.8.1	the Pool Rules shall prevail over the other provisions 
of this Agreement (except Clause 4);

6.8.2	the provisions of this Agreement shall prevail over the 
Specification; and

6.8.3	the Specifications shall prevail over the Software,

and the Parties shall use all reasonable endeavours promptly to 
secure the elimination of such inconsistency or conflict.

6.9	External inconsistencies and conflicts:

6.9.1	Each of the Parties hereby acknowledges and agrees the 
desirability of achieving and maintaining consistency and absence 
of conflict between the provisions of this Agreement and the Grid 
Code but recognises that, due principally to the different 
functions and objectives of this Agreement and the Grid Code, the 
fact that there may be Parties who are not bound by the Grid Code 
and the different procedures in this Agreement and the Grid Code 
for review of their respective terms, it will not in all 
circumstances be possible to avoid inconsistency or conflict.

6.9.2	Where at the Effective Date there is an inconsistency 
or conflict between the provisions of this Agreement and the Grid 
Code the Executive Committee shall first consider the matter and 
make recommendations and thereafter the Parties shall negotiate 
in good faith to eliminate such inconsistency and/or conflict 
having regard to the different functions and objectives of the 
Grid Code and this Agreement.

6.9.3	Each of the Parties shall use its reasonable endeavours 
to ensure that where any change to this Agreement is proposed to 
be made which may reasonably be expected to require a change to 
the Grid Code (or vice versa) such change is brought by the 
Executive Committee to the attention of the Grid Code Review 
Panel in good time to enable it to consider what corresponding 
change, if any, should be made to the Grid Code or (as the case 
may be) this Agreement.  In any such consideration, the Parties 
acknowledge and agree that it would be desirable in the event of 
any inconsistency or conflict between the provisions of this 
Agreement and the Grid Code if regard were had by the Grid Code 
Review Panel to the principles set out in Clause 6.9.4.

6.9.4	The principles referred to in Clause 6.9.3 are that:

(a)	where by reason of any inconsistency or conflict the 
security, quality of supply and/or safe operation of the NGC 
Transmission System under both normal and/or abnormal operating 
conditions would necessarily be compromised and/or the Grid 
Operator would necessarily be in breach of its obligations under 
the Act or its Transmission Licence, the provisions of this 
Agreement should be made to conform (to the extent of such 
inconsistency or conflict) to those of this Agreement.

(b)	in any other case, where by reason of such inconsistency or 
conflict there is or is likely to be a material financial effect 
on any class of Pool Members or on all or a significant number of 
Pool Members, the provisions of the Grid Code should be made to 
conform (to the extent of such inconsistency or conflict) to 
those of this Agreement.

6.9.5	The Parties acknowledge that changes to the Grid Code 
are required to be approved by the Director.

6.9.6	Where there is any conflict or inconsistency between 
the Grid Code and the Pool Rules, no Party shall be liable 
hereunder or under the Grid Code as a result of complying with 
its obligations under this Agreement or under the Grid Code.

6.10	Breaches of the Pool Rules:  If at any time any Party 
believes that there has been a breach of the Pool Rules, such 
Party shall promptly report the same in writing to the Executive 
Committee.

6.11	Director's requests"  The Executive Committee shall:

(i)	give due and prompt consideration to any matter referred to 
it in writing by the Director;

(ii)	advise the Director in writing of any decision or action of 
the Executive Committee in relation to such matter;

(iii)	provide the Director in writing with an explanation in 
reasonable detail of the reasons for such decision or action; and

(iv)	if reasonably requested by the Director (having regard, in 
particular, to the resources available to the Executive 
Committee), in relation to any proposal by the Director for a 
change to any provision of this Agreement provide or procure the 
provision of advice and assistance to the Director as soon as 
reasonably practicable as to the implications of the change and 
the actions necessary to implement it (including any relevant 
feasibility study).

PART III

POOL MEMBERSHIP AND GENERAL MEETINGS

7 INTRODUCTION

7.1	Obligations contractually binding:  Each Pool Member 
acknowledges and agrees that it is bound to each other Pool 
Member as matter of contract and will comply with its obligations 
under this Agreement.

7.2	Externally Interconnected Parties:  Each Externally 
Interconnected Party acknowledges and agrees that it is bound to 
each Pool Member as a matter of contract and undertakes to comply 
with the Pool Rules so far as they may be applicable to it and 
each Pool Member acknowledges and agrees that it is bound to each 
Externally Interconnected Party as a matter of contract and will 
comply with its obligations under this Agreement.

7.3	Parties not Pool Members:  The Settlement System 
Administrator, the Pool Funds Administrator, the Grid Operator 
and the Ancillary Services Provider shall not be Pool Members and 
shall not be bound as against other Pool Members or the Executive 
Committee except as expressly provided for in this Agreement, the 
Escrow Agreement and the Funds Transfer Agreement in their 
respective roles as Settlement System administrator, Pool Funds 
Administrator, Grid Operator and Ancillary Services Provider.

7.4	Pool Rules:

7.4.1	The Pool Rules as at 1st April, 1996 are set out in 
Schedule 9.  The Settlement System calculations shall be carried 
out on the basis of the Settlement System and the Pool Rules.

7.4.2	The Pool Rules shall be developed under the control of 
the Executive Committee.  Subject to Clause 6, the Executive 
Committee may at any time and from time to time change all or any 
of the Pool Rules upon notification to all Parties and Meter 
Operator parties, and any such change shall be binding on all 
Parties and Meter Operator Parties without further action being 
required on the part of any person.

7.5	Pool Member's obligations:

7.5.1	Save as otherwise expressly provided in this Agreement, 
the obligations of each Pool Member under this Agreement are 
several and a Pool Member shall not be responsible for the 
obligations or liabilities of any other Pool Member.  The failure 
of any Pool Member to carry out all or any of its obligations 
under this Agreement shall not relieve any other Pool Member of 
all or any of its obligations hereunder.

7.5.2	In respect of those obligations of a Pool Member (the 
"Indemnifying Pool Member") under this Agreement which are 
expressed to be several, the Indemnifying Pool Member shall 
indemnify and keep indemnified each other Pool Member from and 
against all losses, costs (including legal costs) and expenses 
which such other Pool Member may suffer or incur as a result of 
being held liable by operation of law (or contesting any such 
liability) for the performance or non-performance of all or any 
of such obligations of the Indemnifying Pool Member.

7.6	Information:  In respect of all data and other information 
which a Pool Member or an Externally Interconnected Party (not 
being a Pool Member) is required to notify to the Settlement 
System Administrator under or pursuant to this Agreement (other 
than (i) Metered Data (as defined in paragraph 3.1.2 of Schedule 
9) and (ii) pursuant to paragraph 2.3.2 of Schedule 9, the 
relevant Pool Member or (as the case may be) Externally 
Interconnected Party shall use all reasonable endeavours to 
ensure that all such data and other information is complete and 
accurate in all material respects.

8 POOL MEMBERSHIP

8.1	Initial Pool Members:  The initial Pool Members shall be the 
Founder Generators and the Founder Suppliers.

8.2	Additional Pool Members:

8.2.1	Subject to the following provisions of this Clause 8.2 
and Clause 8.13 and to the fulfilment by the Party concerned of 
the conditions set out or referred to in Clause 8.3 (the "Pool 
Membership Conditions"), any Party shall, upon application to the 
Executive Committee, be admitted as a Pool Member.

8.2.2	For the purposes of this Clause 8, "Party" shall 
include any person who is applying to be admitted as a Party 
pursuant to Clause 3 contemporaneously with being admitted as a 
Pool Member but shall exclude the Settlement System 
Administrator, the Pool Funds Administrator, the Grid Operator 
and the Ancillary Services Provider.

8.2.3	Subject to Clause 8.2.4, the admission of a Party as a 
Pool Member shall take effect on the date (the "Admission Date") 
specified by the  Executive Committee (with the prior agreement 
of the Settlement System Administrator) in a notice given by the 
Executive Committee to the relevant Party no later than 28 days 
after the Satisfaction Date, provided that the Admission Date 
shall be a date falling no earlier than the Satisfaction Date and 
(unless otherwise agreed by the Executive Committee, the 
Settlement System Administrator and such Party) no later than 90 
days after the Satisfaction Date.  In default of such 
notification being given by the Executive Committee within the 
said 28 days, the admission shall take effect on the day falling 
35 days after the Satisfaction Date.  For the purposes of the 
Clause, the "Satisfaction Date" shall be the day on which the 
last of the Pool Membership Conditions required to be fulfilled 
by such Party shall have been fulfilled by it.

8.2.4	No person shall be admitted as a Pool Member unless 
prior to or contemporaneously with such admission it shall have 
been or (as the case may be) shall be admitted as a Party.

8.2.5	Prior to a Party's admission as a Pool Member the 
Executive Committee shall, where appropriate, determine and 
notify the relevant Party of the amount of Security Cover (if 
any) to be provided by such Party.

8.3	Pool Membership Conditions:

8.3.1	Where a person has been admitted as a Party pursuant to 
Clause 3 otherwise than contemporaneously with being admitted as 
a Pool  Member pursuant to Clause 8, the Pool Membership 
Conditions applicable to it shall (unless otherwise determined by 
the Director upon the application of such person or the Executive 
Committee) be those that would have been applicable to it if it 
had applied to be admitted as a Pool Member at the date of its 
admission as a Party and, subject as aforesaid, such person shall 
not be required to fulfil any further or other Pool Membership 
Conditions introduced after such date unless the applicant 
notifies the Executive Committee in writing prior to or 
contemporaneously with its application for admission as a Pool 
Member that it wishes such further or other conditions to apply, 
in which case  the Pool Membership Conditions applicable to it 
shall (subject as aforesaid) be those applicable on the date of 
its application for admission as a Pool Member.

8.3.2	The Pool Membership Conditions required to be fulfilled 
by a Party prior to its admission as a Pool Member are:

(a)	the due completion by the Party and the delivery to the 
Executive Committee of a Pool Membership Application;

(b)	in respect of any Metering System required to be taken into 
account for the purposes of Settlement and which relates to the 
Party, the provision of evidence reasonably satisfactory to the 
Executive Committee that:

(i)	there is a Registrant and an Operator for such Metering 
System;

(ii)	such Registrant has provided to the Settlement System 
Administrator the information required for standing data purposes 
as required by this Agreement or the relevant Agreed Procedure; 
and

(iii)	such Metering System conforms with the requirements of 
Part XV, all relevant Agreed Procedures and all Codes of Practice 
and is compatible with the Settlement System;

(c)	the Party has entered into and has in full force and effect 
all appropriate Connection Agreements or, if the Party is 
applying to be admitted as an External Pool Member, that all 
appropriate Connection Agreements with the relevant Externally 
Interconnected Party in relation to the relevant Interconnection 
are in full force and effect;

(d)	the provision of such information as the Executive Committee 
may reasonably require to enable the Executive Committee to 
ascertain whether any of the provisions of Clause 11.4 are 
applicable to that Party, to determine whether that Party is an 
Independent Generator, Small Generator and/or Independent 
Supplier and to calculate the initial Weighted Votes and Points 
of that Party as a Pool Member under Clause 11.3 and Schedule 13 
respectively;

(e)	the provision of such information as the Executive Committee 
may reasonably require:

(i)	to enable the Executive Committee to ascertain whether (and, 
if so, on what basis) that Party is entitled to take the benefit 
of any exception in Clause 8.5 claimed by it; and

(ii)	to assist the Executive Committee in making any 
determination under Clause 8.5 relevant to that Party;

(f)	if the Party is a Generator (other than an External Pool 
Member), the provision of evidence reasonably satisfactory to the 
Executive Committee that the Party operates or has under its 
control one or more Generating Units, which Generating Unit(s) 
has (have) provided electricity to the Total System or will be 
capable of so providing electricity within such period as the 
Executive Committee may specify; and

(g)	if the Party is an External Pool Member, the provision of 
evidence reasonably satisfactory to the Executive Committee that 
the Party has the right to use one or more Generation Trading 
Blocks and/or the right to take electricity across an External 
Interconnection under an Interconnection Agreement then in full 
force and effect.

8.4	Compliance:  Each Pool Member shall procure that for so long 
as it is a Pool Member it shall at all times satisfy or otherwise 
comply with those Pool Membership Conditions (whether set out in 
this Agreement or in its Pool Membership Application) applicable 
to it (and/or such further or other conditions as the Executive 
Committee may from time to time reasonably specify).  Each Pool 
Member shall upon request from time to time promptly provide the 
Executive Committee with such information as the Executive 
Committee may reasonably require (i) to enable the Executive 
Committee to ascertain whether (and, if so, on what basis) that 
the Pool Member is entitled to take the benefit of any exception 
in Clause 8.5 claimed by it, and (ii) to assist the Executive 
Committee in making any determination under Clause 8.5 relevant 
to that Party, and further with evidence reasonably satisfactory 
to the Executive Committee of such satisfaction and compliance.

8.5	Restrictions applicable to Pool Members:

8.5.1	At each of its Sites, or where any such Site forms part 
of a Trading Site, such Trading Site, each Generator shall sell 
its entire Exports of electricity to Pool Members pursuant to 
this Agreement except:

(a)	for its Exports of electricity from any generating station 
in respect of which (but for other generating stations owned or 
operated by it) it would not be required to hold a Generation 
Licence, being Exports at any Site or, as the case may be, 
Trading Site for which the Generator is not required to complete 
a Supplemental Agreement to the Master Connection and Use of 
System Agreement

	Provided that the Generator has given the Executive 
Committee either on the Effective Date or not less than 10 
Business Days before that Site or, as the case may be, Trading 
Site is withdrawn from the requirements of this provision, 
written notice that the circumstances described in sub-paragraph 
(a) apply; or

(b)	for the output of electricity from any of its Generating 
Units in circumstances which the Executive Committee resolves by 
a vote passed by 80 per cent or more of the votes of all 
Committee Members (after consultation with the Director) are 
exceptional.

8.5.2	In respect of all its requirements for electricity 
which a supplier wishes to purchase from Pool Members, the 
Supplier shall purchase the same pursuant to this Agreement, 
provided that nothing in this Agreement shall prevent or restrict 
the purchase by a Supplier otherwise than pursuant to this 
Agreement:

(a)	in circumstances where the Supplier is acting otherwise than 
in its capacity as a consumer, of all or part of that output of 
electricity from any Generating Unit which is not required to be 
sold to Pool Members pursuant to Clause 8.5.1 or of electricity 
which has been purchased by an External Pool Member at its 
associated External Interconnection as an export from the NGC 
Transmission System pursuant to this Agreement; or

(b)	in circumstances where the Supplier which has purchased that 
electricity pursuant to this Agreement; or

(i)	of electricity from any Supplier which has purchased that 
electricity pursuant to this Agreement; or

(ii)	of such output of electricity as is referred to in paragraph 
(a) above; or

(c)	in circumstances where the Supplier is a Supplier holding a 
PES Licence and is acting in its capacity as a PES, of 
electricity from any Supplier which is a Supplier holding a PES 
Licence, which operates a Distribution System directly connected 
to the Distribution System operated by the Supplier first 
mentioned in this paragraph (c) and which has purchased that 
electricity pursuant to this Agreement; or 

(d)	in circumstances which the Executive Committee resolves by a 
vote passed by 80 per cent or more of the votes of all Committee 
Members (after consultation with the Director) are exceptional, 
from any person.

For the purposes of this Clause 8.5.2 a "consumer" means a person 
who purchases electricity from a Supplier for its own consumption 
at premises owned or occupied by that person.

8.6	Restrictions applicable to non-Pool Members:  Save as 
otherwise expressly provided, a Party which is not a Pool Member 
shall not be entitled to any of the rights and benefits accorded 
to Pool Members under this Agreement.

8.7	Resignation:  Subject as provided in Clause 8.8:

8.7.1	a Party (other than the Settlement System 
Administrator, the Pool Funds Administrator, the Grid Operator, 
the Ancillary Services Provider and each Externally 
Interconnected Party) shall be entitled at any time to resign as 
a Party by delivering a Resignation Notice to the Secretary; and

8.7.2	such resignation shall take effect 28 days after 
receipt of the Resignation Notice by the Secretary.

Promptly after receipt of a duly completed Resignation Notice 
from a Party, the Secretary shall notify (for information only) 
all of the other Parties, the Executive Committee and the 
Director of such receipt and of the name of the Party wishing to 
resign.

8.8	Restrictions on resignation:  A Party may not resign as a 
Party (and any Resignation Notice delivered pursuant to Clause 
8.7.1 shall lapse and be of no effect) unless:

8.8.1	as at the date its resignation would otherwise become 
effective all sums due from such Party to the Executive Committee 
or any other Party under (a) this Agreement, (b) the Funds 
Transfer Agreement or (c) any agreement entered into pursuant to 
this Agreement (whether by or on behalf of such Party) and 
notified for the purposes of the Clause 8.8 by the Executive 
Committee to such Party prior to the date of its resignation, 
have been paid in full; and

8.8.2	it would not be a breach of any Licence condition 
applicable to such Party so to resign.

8.9	Release as a Party:  Without prejudice to Clause 66.7 and 
its accrued rights and liabilities and its rights and liabilities 
which may accrue in relation to the period during which it was a 
Party under this Agreement, the Funds Transfer Agreement or any 
agreement referred to in Clause 8.8.1(c), upon a Party's 
resignation becoming effective in accordance with Clause 8.7:

8.9.1	such Party (if it is a Pool Member) shall cease 
automatically to be a Pool Member;

8.9.2	such Party shall be automatically released and 
discharged from all its obligations and liabilities under this 
Agreement, the Funds Transfer Agreement and any agreement 
referred to in Clause 8.8.1(c); and

8.9.3	each of the other Parties shall be automatically 
released and discharged from its obligations and liabilities to 
such Party under this Agreement, the Funds Transfer Agreement and 
any agreement referred to in Clause 8.8.1(c).

Each Party shall promptly at it own cost and expense execute and 
deliver all agreements and other documentation and do all such 
other acts, matters and things as may be necessary to confirm 
such cessation, release and discharge.

8.10	Withdrawal as a Party:  If a Party (the "Withdrawing Party") 
shall apply on three occasions to be admitted as a Pool Member 
pursuant to this Clause 8 and on each such occasion it is not so 
admitted by reason of its failure to fulfil the relevant Pool 
Membership Conditions then with effect from the date the 
Withdrawing Party is deemed to receive notification from the 
Executive Committee pursuant to Clause 75 that it has failed for 
the third time to fulfil such conditions, without prejudice to 
Clause 66.7 and its accrued rights and liabilities, and its 
rights and liabilities which may accrue in relation to the period 
during which it was a Party, under any agreement entered into 
pursuant to this Agreement (whether by or on behalf of the 
Withdrawing Party) and notified to it for the purposes of this 
Clause 8.10 by the Executive Committee prior to the date of its 
cessation as a Party:

8.10.1	the Withdrawing Party shall automatically cease to be a 
Party and shall be automatically released and discharged from all 
its obligations and liabilities under this Agreement and any such 
agreement;

8.10.2	each of the other Parties shall be automatically 
released and discharged form its obligations and liabilities to 
the Withdrawing Party under this Agreement and any such 
agreement; and

8.10.3	each Party shall promptly, at the cost and expense of 
the Withdrawing Party, execute and deliver all agreements and 
other documentation and do all such other acts, matters and 
things as may be necessary to confirm such cessation, release and 
discharge.

8.11	External Pool Members:  A person who has been admitted as an 
External Pool Member shall immediately cease to be a Pool Member 
(such cessation to be without prejudice to Clause 66.7) upon 
either:

8.11.1	all of its rights under an Interconnection Agreement to 
use the relevant External Interconnection(s) for taking or 
delivering electricity from or to the NGC Transmission System 
having permanently ceased; or

8.11.2	the relevant External Interconnection(s) permanently 
ceasing to be connected to the NGC Transmission System.

8.12	Change of capacities:  Any Pool Member may, upon application 
to the Executive Committee and satisfaction those of the Pool 
Membership conditions relevant to its new capacity and such other 
conditions (if any) as the Executive Committee may reasonably 
require, change the capacity(ies) in which it participates as a 
Pool Member and any Pool Member who acquires an additional 
capacity in which it participates as a Pool Member shall be 
deemed to have been admitted as a new Pool Member pursuant to 
Clause 8.2 in that additional capacity.

8.13	Saving:  The Executive Committee shall have the right to 
waive compliance by a Party with all or any of the Pool 
Membership Conditions either absolutely or on terms if, in the 
opinion of the Executive Committee, this is necessary to ensure 
or help ensure that the Settlement process operates efficiently 
or that the interests of other Pool Members are safeguarded.

9 GENERAL MEETINGS

9.1	Annual general meeting:  Once in, and no later than 31st 
March of, each year Pool Members shall hold a general meeting as 
their annual general meeting in addition to any other meeting of 
Pool Members in that year, and notices calling such general 
meeting shall specify it as the annual general meeting.  At each 
annual general meeting the Pool Members shall be required to 
consider and, where appropriate, resolve upon the following, 
namely:

9.1.1	a report prepared by the Executive Committee on the 
Settlement System and its operation during the immediately 
preceding year, which report shall include:

(a)	a review of the operation of the Settlement System, the 
Charging Procedure, the PFA Accounting Procedure and the Funds 
Transfer System during the immediately preceding year;

(b)	a report on the progress of all Works Programmes then 
current and of all changes to the operation of the Settlement 
System, the Charging Procedure, the PFA Accounting Procedure, the 
Funds Transfer System, all revisions to this Agreement and all 
enhancements, improvements and modifications of or to the 
Specification, the Hardware or the Software, in each case which 
have been undertaken pursuant to this Agreement;

(c)	a review of performance over the immediately preceding year 
against the business plan referred to in Clause 9.1.6; and

(d)	such other information or matters as the Executive Committee 
shall consider appropriate (including any proposed revision to 
this Agreement);

9.1.2	a report prepared by the Pool Auditor on the Settlement 
System and its operation during the immediately preceding year, 
which report shall include:

(a)	a summary of the audits, reviews, tests and/or checks 
referred to in Part IX carried out by the Pool Auditor during 
such immediately preceding year;

(b)	any recommendation which the Pool Auditor wishes to make 
regarding the operation of the Settlement System, the Charging 
Procedure, the PFA Accounting Procedure, the ASP Accounting 
Procedure and the Funds Transfer System; and

(c)	such other information or matters which the Executive 
Committee may reasonably require or the Pool Auditor shall 
consider appropriate;

9.1.3 [Not used]

9.1.4	the appointment of Committee Members pursuant to Clause 
15 (where appropriate, in separate class meetings of Pool 
Members);

9.1.5	such matters as any Pool Member present in person may 
wish to raise at such meeting, notice of which has been given to 
the Secretary no later than seven days before the date of such 
meeting, it being acknowledged and agreed that failure by a Pool 
Member so to notify shall not prejudice the right of any Pool 
Member to ask questions at such meeting on any matter then before 
such meeting;

9.1.6	a business plan prepared by the Executive Committee for 
the then current year and the next following four years (or such 
shorter period as the Pool Members in general meeting shall from 
time to time determine) on the Settlement System and the Funds 
Transfer System and their operation and in relation to all other 
matters which are the subject of this Agreement;

9.1.7	the election of the Pool Chairman pursuant to Clause 
16; and

9.1.8	such other matters as the Executive Committee sees fit 
to propose and of which notice has been given in accordance with 
Clause 9.4.1.

9.2	General meetings:  All general meetings of Pool Members 
other than annual general meetings shall be extraordinary general 
meetings.

9.3	Calling meetings:  All general meetings of Pool Members 
shall be called by 14 days' notice in writing at the least, 
provided that a general meeting of Pool Members shall, 
notwithstanding that it is called by shorter notice, be deemed to 
have been duly called if it is so agreed by a majority in number 
of the Pool Members having a right to attend and vote at such 
meeting, being a majority in number together holding not less 
than 95 per cent of the Total Votes.

9.4	Convening meetings:

9.4.1	An annual general meeting shall be convened by the 
Secretary on the instructions of the Executive Committee and any 
notice convening such a meeting shall set out or append details 
of any such matters as are referred to in Clause 9.1.8 and shall 
be accompanied by a copy of the reports referred to in Clauses 
9.1.1 and 9.1.2 and of the business plan referred to in Clause 
9.1.6.  The Secretary shall use its reasonable endeavours to 
notify the Pool Chairman and Pool Members in advance of the 
relevant annual general meeting of any such matters referred to 
in Clause 9.1.8 of which the Secretary has received notice in 
accordance with that Clause.

9.4.2	Extraordinary general meetings shall be convened:

(a)	by the Secretary on the instructions of the Executive 
Committee or of any one or more Committee Members pursuant to 
Clause 13.4; or 

(b)	by the Executive Committee, forthwith upon receipt of a Pool 
Members' requisition being a requisition of Pool Members holding 
together at the date of the deposit of the requisition not less 
than two percent of the Total Votes of all Pool Members; or 

(c)	by the Secretary on the instructions of the Pool Chairman.

9.4.3	A Pool Members' requisition shall state the objects of 
the meeting and must be signed by or on behalf of the 
requisitionists and deposited at the office of the Secretary, and 
may consist of several documents in like form each signed by one 
or more requisitionists.  If the Executive Committee does not 
within 21 days from the date of the deposit of the requisition 
proceed duly to convene an extraordinary general meeting for a 
date not later than two months after the said date of deposit, 
the requisitionists may themselves convene a meeting, but any 
meeting so convened shall not be held after the expiration of 
three months from such date.  A meeting convened under this 
Clause 9.4 by requisitionists shall be convened in the same 
manner, as nearly as possible, as that in which meetings are to 
be convened by the Executive Committee.

9.5	Notice of general meetings:  Any notice convening any 
general meeting of Pool Members shall be exclusive of the day on 
which it is served or deemed to be served and of the day for 
which it is given, and shall specify the place, the day and the 
hour of the meeting and the general nature of the business of 
such meeting and shall be given to all Parties, all Committee 
Members, the Pool Chairman, the Chief Executive (if any), the 
Pool Auditor and the Director.  The accidental omission to give 
notice of a meeting to, or the non-receipt of notice of a meeting 
by, any person entitled to receive notice shall not invalidate 
the proceedings at the meeting.  In every such notice there shall 
appear with reasonable prominence a statement that a Pool Member 
entitled to attend and vote is entitled to appoint a proxy to 
attend, speak and (subject to Clause 12.1) vote in its place and 
that a proxy need not also be a Pool Member.

9.6	Quarterly meetings:

9.6.1	The Secretary shall, on the instructions of the 
Executive Committee, convene meetings of Pool Members not less 
frequently than once in each Quarter to discuss reports prepared 
by the Executive Committee pursuant to Clause 24.2.14 and any 
other matter of interest which is the subject of this Agreement.  
Unless the Executive Committee otherwise determines, no such 
meeting shall be convened for the Quarter in which any annual 
general meeting is to take place.

9.6.2	The provisions of Clauses 9.3 and 9.5 shall apply, 
mutatis mutandis, for the purposes of the notice and the calling 
of quarterly meetings pursuant to Clause 9.6.1 as if such 
meetings were general meetings of Pool Members and the provisions 
of Clause 10.9 shall also apply mutatis mutandis.  Nothing in 
this Agreement shall prevent a quarterly meeting being convened 
also has an extraordinary general meeting.

10 PROCEEDINGS AT GENERAL MEETINGS

10.1	General:  Save as provided in Clause 12.8 and Part IV, all 
business of Pool Members shall be transacted at general meetings 
of Pool Members, the proceedings for the conduct of which are set 
out in this Clause 10.

10.2	Quorum:  No business shall be transacted at any general 
meeting of Pool Members unless a quorum of Pool Members is 
present at the time when the meeting proceeds to business.  Save 
as herein otherwise provided, a quorum shall be Pool Members 
present in person representing:

10.2.1	50 per cent or more of the aggregate number of Weighted 
Votes to which all Generators are entitled under Clause 11.21.; 
and

10.2.2	50 percent of more of the aggregate number of Weighted 
Votes to which all Suppliers are entitled under Clause 11.2.2.

10.3	Lack of Quorum:  If within half an hour from the time 
appointed for the general meeting a quorum is not present, the 
meeting shall stand adjourned to the same day in the next week, 
at the same time and place or to such other day and at such other 
time and place as the Executive Committee may determine and, if 
at the adjourned meeting a quorum is not present within half an 
hour from the time appointed for the meeting, the Pool Member(s) 
present shall be a quorum.

10.4	Chairman:  The Pool Chairman shall preside as chairman at 
every general meeting and separate general meeting of Pool 
Members (other than one convened to consider his removal) or, if 
there is no Pool Chairman or if he shall not be present within 15 
minutes after the time appointed for the holding of the meeting 
or is unwilling to act or if the relevant meeting has been 
convened to consider the removal of the Pool Chairman, the Chief 
Executive (if any) shall preside as chairman or, if the Chief 
Executive shall not be present or is unwilling to act or if the 
relevant meeting has been convened to consider the removal of the 
Chief Executive, the Pool Members present shall choose one of 
their number to be chairman of the meeting.

10.5	Adjournments:  The chairman of the meeting may, with the 
consent of any general meeting Pool Members at which a quorum is 
present (and shall if so directed by the meeting) adjourn the 
meeting from time to time and from place to place, but no 
business shall be transacted at any adjourned meeting other than 
the business left unfinished at the meeting from which the 
adjournment took place.  When a meeting is adjourned for 30 days 
or more, notice of the adjourned meeting shall be given as in the 
case of an original meeting.  Save as aforesaid, it shall not be 
necessary to give any notice of an adjournment or of the business 
to be transacted at an adjourned meeting.

10.6	Demand for a poll:  At any general meeting of Pool Members a 
resolution put to the vote of the meeting shall be decided on a 
show of hands unless a poll is (before or on the declaration of 
the result of the show of hands) demanded:

10.6.1	by the chairman of the meeting; or

10.6.2	by at least two Pool Members present in person or by 
proxy; or

10.6.3	by any Pool Member present in person or by proxy and 
holding not less than two per cent of the Total Votes of all Pool 
Members.

10.7	Timing of poll:  Except as hereinafter provided in this 
Clause 10.7, if a poll is duly demanded it shall be taken in such 
manner as the chairman of the meeting directs, and the result of 
the poll shall be deemed to be the resolution of the meeting at 
which the poll was demanded.  A poll demanded on the election of 
the chairman of the meeting or on a question of adjournment shall 
be taken forthwith.  A poll demanded on any other question shall 
be taken at such time as the chairman of the meeting directs, and 
any business other than that upon which a poll has been demanded 
may be proceeded with pending the taking of the poll.

10.8	No casting vote:  In the case of an equality of votes, 
whether on a show of hands or on a poll, the chairman of the 
meeting at which the show of hands takes place or at which the 
poll is demanded, shall not be entitled to a second or casting 
vote.

10.9	Representation of non-Pool Members:  Each of the Chief 
Executive (if any) or his duly appointed representative, the 
Settlement System Administrator, the Pool Funds Administrator, 
the Grid Operator and the Ancillary Services Provider shall be 
obliged to attend, and each other Party, each Committee Member, 
the Pool Auditor and the Director (or its or his duly appointed 
representative) shall have the right to attend, at each general 
meeting of Pool Members, and each of them shall have the right to 
speak (but not to vote) thereat.

10.10	Minutes:  The Secretary shall prepare minutes of all 
general meetings of Pool Members and shall circulate copies 
thereof to all Parties , each Committee Member, the Pool 
Chairman, the Chief Executive (if any), the Pool Auditor and the 
Director as soon as practicable (and in any event within ten 
working days) after the relevant meeting has been held.

11 VOTING

11.1	Membership Votes:  Each Pool Member shall be entitled to one 
vote by reason of its Pool Membership (its "Membership Vote").

11.2	Weighted Votes:  Subject as provided in Clauses 11.3 and 
11.4, in respect of any Quarter:

11.2.1	each Pool Member which is a Generator shall be entitled 
in that capacity to one vote for each GWh of Genset Metered 
Generation of all its Allocated Generating Units for all 
Settlement Periods falling in the Votes Calculation Period 
relative to such Quarter, as determined from the final run of 
Settlement (as referred to in paragraph D(3) of the Preamble to 
Schedule 9) for each such Settlement Period,

11.2.2	each Pool Member which is a Supplier shall be entitled 
in that capacity to such number of votes as is equal to the total 
GWh of Consumer Metered Demand taken by that Pool Member in all 
Settlement Periods falling in the Votes Calculation Period 
relative to such Quarter, as determined from the final run of 
Settlement (as referred to in paragraph D(3) of the Preamble to 
Schedule 9) for each such Settlement Period,

	each such vote a "Weighted Vote".

	For the purposes of this Clause 11.2:

(A)	a Generating Unit shall be an Allocated Generating Unit of a 
Pool Member (in this Clause, the "Identified Pool Member") if it 
belongs to the Identified Pool Member as of the date on which the 
Executive Committee calculates the Weighted Votes of Pool Members 
for the relevant Quarter pursuant to Clause 11.3.2.  If at any 
time during such Quarter an Allocated Generating Unit shall 
belong to another Pool Member (in this Clause, the "Transferee 
Pool Member"), the Weighted Votes attributed to the Identified 
Pool Member for such Quarter by reason of the Allocated 
Generating Unit belong to it shall be transferred to the 
Transferee Pool Member as of the date on which such Allocated 
Generating Unit first belongs to the Transferee Pool Member (and 
the Identified Pool Member and the Transferee Pool Member shall 
jointly notify the Executive Committee in writing of such date in 
good time before its occurrence);

(B)	a Generating Unit shall belong to a Pool Member if it is 
owned by that Pool Member and not leased to another person or if 
it is leased by that Pool Member from another person;

(C)	a Pool Member shall notify the Executive Committee promptly 
on request of its Allocated Generating Units and the Executive 
Committee and each other Party may rely on the information in 
that notification and in any notification under paragraph (A) 
above without further enquiry or need to verify that information;

(D)	in determining the meaning of "good time" for the purposes 
of paragraph (A) above one factor to be taken into account is 
that the Settlement  System Administrator must be allowed 
sufficient time to effect the necessary changes in Settlement 
associated with the transfer of the relevant Allocated Generating 
Unit; and

(E)	the Executive Committee may, upon application of any Pool 
Member involved in any transfer of assets between Pool Members 
during any Quarter, adjust as between the Pool Members involved 
in such transfer, the number of Points and/or Weighted Votes to 
which they in their capacities as Suppliers are entitled in 
respect of the remaining part of that Quarter and/or one or both 
of the two immediately succeeding Quarters if, in the opinion of 
the Executive Committee, such adjustment would help accommodate 
the consequences of such a transfer and not prejudice the 
interests of any other Pool Member in any material respect.

11.3	Calculation of Weighted Votes:  Subject as provided in 
Clause 11.4:

11.3.1	New Pool Members:

(a)	until the third Quarter Day next falling after the date of 
its admission as a Pool Member, any Party who is admitted as a 
Pool Member pursuant to Clause 8.2 shall have that number of 
Weighted Votes as fall to be determined in accordance with the 
following provisions of this Clause 11.3.1.  Thereafter, such 
Pool Member's Weighted Votes shall be calculated in accordance 
with Clause 11.2;

(b)	until the third Quarter Day next falling after the date of 
admission of the relevant Pool Member as a Pool Member such Pool 
Member shall have that number of Weighted Votes as are accorded 
to it upon its admission as a Pool Member by the Executive 
Committee (which the Executive Committee shall do prior to the 
date of such admission) who shall have regard to the factors 
listed in paragraph (c), (d) and/or (as the case may be) (e) 
below or as are determined by the Director in accordance with 
Clause 11.5;

(c)	the factors referred to in paragraph (b) shall in the case 
of a Generator include:

(i)	the Registered Capacity of all Generating Units of such 
Generator;

(ii)	the Executive Committee's assessment of the likely 
availability of all such Generating Units for the period from the 
date of admission of such Pool Member as a Pool Member to the 
third Quarter Day next falling after such date, having regard to 
the registered Generation Scheduling and Despatch Parameters or 
(as the case may be) Generation Trading Block Scheduling and 
Despatch Parameters for such Generating Units;

(iii)	the Executive Committee's assessment of the likely 
output of all such Generating Units during such period having 
regard to the output of Generating Units which in the Executive 
Committee's opinion most nearly correspond to such Generating 
Units;

(iv)	the Executive Committee's assessment of the likely daily 
station load associated with the Power Stations of which such 
Generating Units form part during such period; and

(v)	where a Generating Unit of an existing Pool Member is 
transferred to, and then belongs to, such Generator at or soon 
after the time of such Generator's admission as a Pool Member, 
the Weighted Votes most recently attributed to the existing Pool 
Member by reason of that Generating Unit shall be attributed to 
such Generator as if such Generator were a Transferee Pool Member 
under the provisions of paragraphs (A) and (B) of Clause 11.2;

(d)	the factors referred to in paragraph (b) above shall in the 
case of a Supplier be the total GWh which would be supplied by 
the relevant Supplier in the period from the date of admission of 
such Pool Member as a Pool Member to the third Quarter Day next 
falling after such date on the basis of its Customers' metered 
demand or, where such metered information is not available, the 
load profiles of its Customers used for the purposes of 
estimating the consumption of Second Tier Customers; and 

(e)	the factors referred to in paragraph (b) above shall in the 
case of an External Pool Member be whichever one or more of those 
factors referred to in paragraph (c) above and those referred to 
in paragraph (d) above as the Executive Committee considers to be 
most readily applicable to the Generating Units (if any) of such 
Pool Member and to the level of demand for Active Energy of that 
Pool Member across the relevant External Interconnection but as 
if the references to Customers in paragraph (d) were references 
to that Pool Member's own requirements; 


11.3.2	Calculation:  On or prior to each Quarter Day the 
Executive Committee shall, on the basis of information to be 
supplied by the Settlement System Administrator in accordance 
with Service Line 10 (Service to CEO and Pool Members), calculate 
the number of Weighted Votes to which each Pool Member whose 
Weighted Votes are to be calculated in accordance with Clause 
11.2 is entitled in its capacity as a Generator or a Supplier for 
the Following Quarter, and shall notify each Pool Member and the 
Director in writing of the number of Weighted Votes of all Pool 
Members in their respective capacities (whether calculated in 
accordance with Clause 11.2 or 11.3.1).  Subject to Clause 11.5, 
the determination of the Executive Committee as to the number of 
Weighted Votes of each Pool Member shall (in the absence of 
manifest error) be final and binding for all purposes of this 
Agreement;

11.3.3	Attribution.  If a Pool Member shall receive one 
Weighted Vote or no Weighted Votes by reason of the calculations 
under Clause 11.2 or the foregoing provisions of this Clause 
11.3, such Pool Member shall nevertheless be accorded two 
Weighted Votes;

11.3.4	Rounding.  In calculating Weighted Votes in accordance 
with the provisions of Clause 11.2 and this Clause 11.3, the 
total GWh for each Generator or (as the case may be) Supplier 
shall be rounded up or down (.05 being rounded upwards) to the 
nearest whole number;  and

11.3.5	Additional capacity:  For the purposes of Clause 11 any 
Pool Member who acquires an additional capacity in which it 
participates as a Pool Member shall be deemed to have been 
admitted as a new Pool Member pursuant to Clause 8.2 in that 
additional capacity and until the third Quarter Day next falling 
after the date such Pool Member's application to the Executive 
Committee pursuant to Clause 8.12 is approved, it shall have that 
number of Weighted Votes in that additional capacity as fall to 
be determined in accordance with the provisions of Clause 11.3.1.  
Thereafter, such Pool Member's Weighted Votes shall be calculated 
in accordance with Clause 11.2.

11.4	Restrictions on Weighted Votes:

11.4.1	Generators:  At no time shall the aggregate number of 
Weighted Votes to which both Central Power Limited and 
Peterborough Power Limited (together with their respective 
affiliates and related undertakings) are entitled in their 
capacity as Generators under the foregoing provisions of this 
Clause 11 exceed 10 per cent of the aggregate number of Weighted 
Votes to which all Generators are entitled under the foregoing 
provisions of this Clause 11 and the aggregate number of Weighted 
Votes to which both such companies are entitled in that capacity 
shall be limited accordingly and the number of Weighted Votes of 
each such company in its capacity as a Generator shall be limited 
accordingly and the number of Weighted Votes of each such company 
in its capacity as a Generator shall, if necessary, be pro rata 
reduced;

11.4.2	Suppliers:  At no time shall the aggregate number of 
Weight Votes to which both National Power PLC and PowerGen plc 
(together with their respective affiliates and related 
undertakings) are entitled in their capacity as Suppliers under 
the foregoing provisions of this Clause 11 exceed 10 per cent of 
the aggregate number of Weighted Votes to which all Suppliers are 
entitled under the foregoing provisions of this Clause 11 and the 
aggregate number of Weighted Votes to which both such companies 
are entitled in that capacity shall be limited accordingly and 
the number of Weighted Votes of each such company in its capacity 
as a Supplier shall, if necessary, be pro rata reduced; and

11.4.3	Cap on Weighted Votes:

(a)	At no time shall the aggregate number of Weighted Votes to 
which a Generator and its affiliates and related undertakings 
which are also Generators are entitled in their capacity as 
Generators under the foregoing provisions of this Clause 11 
exceed 44 percent of the aggregate number of Weighted Votes to 
which all Generators are entitled under the foregoing provisions 
of this Clause 11 (after taking account of any limitation 
required under Clause 11.4.1) and the aggregate number of 
Weighted Votes to which such Generator and all such affiliates 
and related undertakings are entitled in that capacity shall be 
limited accordingly and the number of Weighted Votes of such 
Generator and all such affiliates and related undertakings in 
their capacity as Generators shall, if necessary, be pro rata 
reduced.

(b)	At no time shall the aggregate number of Weighted Votes to 
which a Supplier and its affiliates and related undertakings 
which are also Suppliers are entitled in their capacity as 
Suppliers under the foregoing provisions of this Clause 11 exceed 
44 percent of the aggregate number of Weighted Votes to which  
all Suppliers are entitled under the foregoing provisions of this 
Clause 11 (after taking account of any limitation required under 
Clause 11.4.2) and the aggregate number of Weighted Votes to 
which such Supplier and all such affiliates and related  
undertakings are entitled in that capacity shall be limited 
accordingly and the number of Weighted Votes of such Supplier and 
all such affiliates and related undertakings in their capacity as 
Suppliers shall, if necessary, be pro rata reduced.

(c)	If any limitation or reduction pursuant to paragraph (a) or 
(b) above would otherwise result in a Generator or (as the case 
may be) a Supplier being accorded other than a whole number of 
Weighted Votes, the Weighted Votes actually accorded to such 
person shall be rounded down to the nearest whole number.

11.4.4	Interim arrangement:  The Parties acknowledge that the 
application of Clauses 11.4.1 and 11.4.2 has been limited to 
named companies pending resolution of how (if at all) 
restrictions on Weighted Votes should apply to Generators with 
second tier supply businesses and to Suppliers with an interest 
in a generation business.  The Parties agree to use all 
reasonable endeavours to reach an agreed resolution to this issue 
and to amend this Agreement to give effect thereto no later than 
31st March, 1994 (or such later date as the Executive Committee 
may decide).

11.5	Reference to the Director: If any person as is referred to 
in Clause 11.3.1(a) shall dispute the calculation of or the 
number of Weighted Votes accorded to it in accordance with Clause 
11.3.1, such person may refer such dispute to the Director for 
determination, whose determination as to the calculation of or 
the number of Weighted Votes to which such person shall be 
entitled shall be final and binding for all purposes of this 
Agreement.

11.6	Alteration of Weighted Votes:  The Director may at any time 
by notice to the Executive Committee alter the calculation of 
Weighted Votes set out in Clauses 11.2.1 and 11.2.2 and/or the 
restrictions on Weighted Votes set out in Clause 11.4 if in his 
opinion such alteration is required to achieve fair 
representation for all Pool Members.

11.7	Total Votes:  Each Pool Member shall be entitled to that 
number of votes ("Total Votes") calculated in accordance with the 
following formulae:

		TV = X + Y

	where:

		X =	 A x B
			2 x C

		Y =.A x D
			2 x E

	and where

TV =	the number of Total Votes (rounded up or down, 0.5 being 
rounded up) to which such Pool Member shall be entitled

A =	the greater of C and E and, Where C is equal to E, C

B =	the number of Weighted Votes for the time being of such Pool 
Member in its capacity as a Generator

C =	the number of Weighted Votes for the time being of all Pool 
Members which are Generators, in their capacity as such (ignoring 
those Generators whose voting rights have been suspended pursuant 
to this Agreement)

D =	the number of Weighted Votes for the time being of such Pool 
Member in its capacity as a Supplier

E =	the number of Weighted Votes for the time being of such Pool 
Members which are Suppliers, in their capacity as such (ignoring 
those Suppliers whose voting rights have been suspended pursuant 
to this Agreement).

11.8	Calculation of Total Votes:  On or prior to:

11.8.1	each Quarter Day;

11.8.2	each date upon which a New Party is admitted as a Pool 
Member;

11.8.3	each date upon which a Pool Member's voting rights have 
been suspended or reinstated pursuant to this Agreement; and

11.8.4	each date upon which a Pool Member ceases to be a 
Party,

the Executive Committee shall calculate for the Following Quarter 
or (as the case may be) the remainder of the then current Quarter 
the number of Total Votes to which each Pool Member is for the 
time being entitled, and shall notify each Pool Member and the 
Director in writing of the number of Total Votes of each of the 
Pool Members.  The determination of the Executive Committee as to 
the number of Total Votes of each Pool Member shall (in the 
absence of manifest error) be final and binding for all purposes 
of this Agreement.

11.9	Records:  The Executive Committee shall maintain, and retain 
for a period of not less than eight years, a register recording 
the Weighted Votes (as a Generator and as a Supplier) and Total 
Votes of each Pool Member, which register shall be open for 
inspection by any Party at the office of the Secretary during 
normal business hours.

11.10	Voting on a show of hands:  On a show of hands every 
Pool Member present in person shall have only its Membership 
Vote.

11.11	Voting on a poll:  On a poll every Pool Member shall 
have only its Total Votes.  On a poll votes may be given either 
personally or by proxy.

11.12	Objections:  No objection shall be raised to the 
qualification of any voter except at the meeting or adjourned 
meeting at which the vote objected to is given or tendered, and 
every vote not disallowed at such meeting shall be valid for all 
purposes.  Any such objection made in due time shall be referred 
to the chairman of the meeting whose decision shall be final and 
conclusive.

12 PROXIES

12.1	Authority:  Any Pool Member entitled to attend and vote at 
any general meeting of Pool Members shall be entitled to appoint 
another person (whether a Pool Member or not) as its proxy to 
attend, speak and vote in its place, save that a proxy shall not 
be entitled to vote except on a poll.

12.2	Authentication of proxy:  The instrument appointing a proxy 
shall be in writing either under seal or under the hand of an 
officer or attorney duly authorised.  A proxy need not be a Pool 
Member.

12.3	Deposit of proxy:  The instrument appointing a proxy and the 
power of attorney or other authority, if any, under which it is 
signed or a certified copy of that  power or authority shall be 
deposited at the office of the Secretary or at such other place 
within the United Kingdom as specified for that purpose in the 
notice convening the relevant general meeting of Pool Members, 
not less than 48 hours before the time for holding the meeting or 
adjourned meeting, at which the person named in the instrument 
proposes to vote, or, in the case of a poll, not less than 24 
hours before the time appointed for the taking of the poll, and 
in default the instrument of proxy shall not be treated as valid.

12.4	Form of proxy (1):  An instrument appointing a proxy shall 
be in the following form or a form as near thereto as 
circumstances admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY IN 
ENGLAND AND WALES dated 30th March, 1990

We, _________ , of _________ , being a Pool Member (as defined in 
the above-mentioned Agreement), hereby appoint ___________ of 
_______ or, failing him, _________ of __________, as our proxy to 
vote for us on our behalf at the [annual or extraordinary, as the 
case may be] general meeting of Pool Members, to be held on the 
______ day of ______ 19__ , and at any adjournment thereof.

Signed this ______ day of ______ 19___.."

12.5	Form of proxy (2):  Where it is desired to afford Pool 
Members an opportunity of voting for or against a resolution the 
instrument appointing a proxy shall be in the following form or a 
form as near thereto as circumstances admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY IN 
ENGLAND AND WALES dated 30th March, 1990

We, _________ , of _________ , being a Pool Member (as defined in 
the above-mentioned Agreement), hereby appoint ___________ of 
_______ or, failing him, _________ of __________, as our proxy to 
vote for us on our behalf at the [annual or extraordinary, as the 
case may be] general meeting of Pool Members, to be held on the 
______ day of ______ 19__ , and at any adjournment thereof.

	Signed this ______ day of ______ 19___.."

	This form is to be used	*in favour of the resolution.
					   against

	Unless otherwise instructed, the proxy will vote as he 
thinks fit.

	*Strike out whichever is not desired."

12.6	Authority to demand a poll:  The instrument appointing a 
proxy shall be deemed to confer authority to demand or join in 
demanding a poll.

12.7	Proxy valid:  A vote given in accordance with the terms of 
an instrument of proxy shall be valid notwithstanding the 
previous revocation of the proxy or of the authority under which 
the proxy was executed, provided that no intimation in writing of 
such revocation shall have been received by the Secretary at his 
office before the commencement of the meeting or adjourned 
meeting at which the proxy is used.

12.8	Resolution in writing:  A resolution in writing signed by 
all the Pool Members for the time being entitled to receive 
notice of and to attend and vote at general meetings of Pool 
Members (or by their duly authorised representatives) shall be as 
valid and effective as if the same had been passed at a general 
meeting of Pool Members duly convened and held and may consist of 
several instruments in like form and executed by or on behalf of 
one or more Pool Members.

12.9	Corporations acting by representatives at meetings:  Any 
company, corporation, partnership, firm, joint venture, trust, 
association or other organisation which is a Pool Member may by 
resolution of its directors to other governing body authorise 
such person as it thinks fit to act as it representative at any 
general meeting of Pool Members, and references in this Agreement 
to a Pool Member acting in person (howsoever expressed), shall be 
deemed to include Pool Members acting by their duly authorised 
representatives.

13 MATTERS RESERVED TO THE GENERAL MEETING:  CLASS RIGHTS

13.1	Matters reserved generally:

13.1.1	As between the Pool Members each of the matters 
referred to in Clause 13.1.2 shall require the prior approval of 
Pool Members in general meeting before effect is given to the 
same, such approval to be (subject as provided in Sections 15, 16 
and 17 of Schedule 4) by resolution of Pool Members passed by not 
less than 65 per cent of the Membership Votes or (as the case may 
be) Total Votes of such Pool Members as (being entitled to do so) 
vote in person or by proxy at a general meeting of Pool Members 
of which notice specifying the intention to propose the 
resolution has been duly given.

13.1.2	The matters referred to in Clause 13.1.1 are:

(a)	the removal of the Settlement System Administrator;

(b)	the appointment and removal of the Pool Auditor;

(c)	any amendment to or variation of this Agreement (other than 
any amendment or variation referred to in Clause 13.2.1, 13.2.2 
or 13.2.3 or any amendment of or variation to schedule 9 
(including any amendment thereto made pursuant to Clause 56.2 or 
to Schedule 15);

(d)	the approval pursuant to Clause 5.8 of any Recommendation 
and pursuant to Clause 5.11 of any Works Programme and any 
approval pursuant to Clause 5.14;

(e)	the removal of the Pool Chairman; and

(f)	such other matters (not being matters referred to in Clause 
9.1.8) which are otherwise designated under this Agreement for 
reference to the Pool Members in general meeting.

13.2	Matters reserved to particular classes of Pool Members:

13.2.1	As between the Pool Members any amendment to or 
variation of this Clause 13.2 shall require the prior approval of 
the Generators in separate general meeting.

13.2.2	As between the Pool Members each of the following 
matters shall require the prior approval of the Suppliers in 
separate general meeting:

(a)	any change prior to 1st April, 1998 to the standards of 
accuracy of Metering Equipment required for Second Tier Customers 
up to (and including) 100kW or required for No-Pooled Generators;

(b)	any amendment to or variation of Part XI and/or Schedule 18; 
and

(c)	any amendment to or variation of this Clause 13.2.

13.2.3	As between the Pool Members any amendment to or 
variation of Clause 10.2, 10.6, 13.4, 13.5, 15.2, 15.3, 15.4, 
15.5, 15.8, 16.2, 19.2, 22 or 83, Schedule 14 or this Clause 13.2 
shall require the approval both of the Generators in separate 
general meeting and of the Suppliers in separate general meeting.

13.2.4	To every separate general meeting referred to in this 
Clause 13.2 the provisions of this Part III relating to general 
meetings of Pool Members (other than Clause 10.9, save in respect 
of the attendance by the Pool Auditor or the Director or its or 
his duly appointed representative) shall apply mutatis mutandis 
but so that:

(a)	in the case of the Generators, the necessary quorum shall be 
two Pool Members of that class;

(b)	in the case of the Suppliers, the necessary quorum shall be 
eight Pool Members of that class;

(c)	the reference in Clause 10.6.3 to Total Votes shall be 
substituted by a reference to Weighted Votes; and

(d)	notice of any such separate general meeting need be given 
only to those entitled to attend the same,

and any resolution put to any such separate general meeting 
shall, to be passed, require (in the case of the Generators) 75 
per cent and (in the case of the Suppliers) a simple majority of 
the total Membership Votes or (as the case may be) Weighted Votes 
of such Pool Members as (being entitled to do so) vote in person 
or by proxy at such separate general meeting of which notice 
specifying the intention to propose the resolution has been duly 
given.

13.2A	As between the Pool Members any amendment to or 
variation of Schedule 22 shall require the approval of the Public 
Electricity Suppliers in separate general meeting in accordance 
with the provisions of that Schedule.

13.3	Provisions cumulative:  The provisions of Clauses 13.1 and 
13.2 are cumulative and not exclusive one of the other.

13.4	Executive Committee's referral:  In the event of receipt by 
the Secretary from one or more of the Committee Members of a 
request that any matter resolved upon  on a poll by the Executive 
Committee (or upon which it has been unable or has refused to 
resolve other than where the taking of a vote has been deferred 
pursuant to Clause 22.1) be remitted to the Pool Members in 
general meeting, such request having been received no later than 
five working days after the date on which the results of such 
poll were notified to Committee Members (exclusive of the date on 
which notice was given) (or, as the case may be, the date of its 
failure or refusal so to resolve), the matter the subject of the 
relevant resolution shall be remitted to the Pool Members in 
general meeting and, pending the decision of Pool Members in 
general meeting, such resolution shall not have effect.  The 
provisions of this Clause 13.4 are subject to the provisions of 
Clause 61.9.

13.5	Dissentient Pool Member's right of appeal:

13.5.1	Any Pool Member who:

(a).voted against a resolution passed or in favour of a 
resolution not passed by Pool Members in general meeting; or

(b)	voted against a resolution passed or in favour of a 
resolution not passed by Generators or (as the case may be) 
Suppliers in separate general meeting; or

(c)	is directly affected by Pool Creditors passing or failing to 
pass a resolution of Pool Creditors (but only where such 
resolution does not concern the enforcement or non-enforcement of 
any payment obligation),

and each Externally Interconnected Party (not being a Pool 
Member) (each such Pool Member a "Dissentient Pool Member", which 
expression shall include each such Externally Interconnected 
Party) shall be entitled within ten working days after the date 
of such resolution to apply in writing to the Director seeking a 
ruling that the relevant resolution shall or shall not have 
effect on the grounds that either:

(i)	the interests of a group of Pool Members (including the 
Dissentient Pool Member) or of the Dissentient Pool Member under 
this Agreement have been or are or will be unfairly prejudiced by 
the passing of or the failure to pass such resolution; or 

(ii)	such resolution will breach, or will cause the Dissentient 
Pool Member to be in breach of, one or more provisions of this 
Agreement or of its License or of the Act.

Any such application shall give detailed reasons and evidence in 
support and shall be copied to the Executive Committee.  The 
Dissentient Pool Member shall be entitled to mark all or any part 
of such application as confidential and the Executive Committee 
shall give such weight as it sees fit to such marking in the 
copying of such application to those persons whom it is obliged 
to copy such application.  The Executive Committee shall promptly 
notify all other Pool Members, each Externally Interconnected 
Party (not being a Pool Member), the Pool Chairman, the 
Settlement System Administrator and the Pool Funds Administrator 
of receipt of such application.  At the same time as the 
Executive Committee shall notify all such other Pool Members, 
each Externally Interconnected Party (not being a Pool Member), 
the Pool Chairman, the Settlement System Administrator and the 
Pool Funds Administrator of such receipt, the Executive Committee 
shall send each  of them a copy of the relevant application 
(amended, if appropriate, to take account of any such marking 
where the Executive Committee shall have seen fit to do so).  The 
Executive Committee, each Pool Member, each Externally 
Interconnected Party (not being a Pool Member), the  Pool 
Chairman, the Settlement System Administrator and the Pool Funds 
Administrator and (if invited by the Director) the Pool Auditor  
shall each be entitled to make representations to the Director.  
If the Pool Auditor shall be so invited to make any such 
representations, the Executive Committee will provide it with a 
copy of the relevant application (amended, if appropriate, as 
aforesaid).

13.5.2	Any determination of the Director in respect of any 
such application as is referred to in Clause 13.5.1 shall be 
final and binding.  Pending any determination of the Director in 
respect of any such application, the relevant resolution (if 
passed) shall not have effect provided that, if the Director 
shall decline to accept a reference or to make a determination 
(in either case, for whatsoever reason), such resolution shall 
take effect from the date that the Director notifies the 
Executive Committee that he declines to accept the reference or 
to make the determination.

13.5.3	The Parties acknowledge and agree that the satisfaction 
of either of the grounds referred to in Clause 13.5.1(i) or(ii) 
shall not of itself entitle the Dissentient Pool Member to a 
determination by the Director in its favour.

PART IV

THE EXECUTIVE COMMITTEE

14 ESTABLISHMENT OF THE EXECUTIVE COMMITTEE

Establishment:  The Pool Members hereby establish the Executive 
Committee upon the terms and subject to the conditions of this 
Agreement.

15 MEMBERSHIP OF THE EXECUTIVE COMMITTEE

15.1	Membership:  Committee Members shall be appointed and 
removed in accordance with the following provisions of this 
Clause 15.

15.2	Right to appoint (Generators):

15.2.1	Subject to Clauses 15.6, 15.7 and 15.8, Generators 
shall together have the right to appoint not more than five 
Committee Members, such appointments to be made in accordance 
with the following provisions of this Clause 15.2.

15.2.2	No later than seven days before each annual general 
meeting of Pool Members or, failing election at such meeting, 
seven days before an extraordinary general meeting convened for 
such purpose each  Generator shall be entitled, by notice to the 
Executive Committee, to propose one person (a "Nominee") to be a 
Committee Member.  Any  such proposal to be valid shall be 
accompanied by a written statement from the Nominee stating that 
he is aware of the proposal and would be prepared to serve as a 
Committee Member if elected.  As soon as practicable after such 
seventh day (and in any event before the date of the annual 
general meeting or, as the case may be, extraordinary general 
meeting) all Executive Committee shall circulate (or cause to  be 
circulated) to all Generators a list of all the names of the 
Nominees  and of the Generators who proposed them.  Such list 
shall also be circulated at the annual general meeting or, as the 
case may be, extraordinary general meeting to all Generators 
present in person or by proxy.

15.2.3	The term of office of Committee Members appointed by 
Generators shall be from 1st April in the year of appointment to 
31st March in the next following year provided that, if the 
meeting at which any such Committee Member is appointed is held 
after 1st April, his term of office shall commence from the time 
of his appointment.  A Committee Member whose term of office has 
expired or is to expire shall be eligible for re-election.

15.2.4	At each annual general meeting or extraordinary general 
meeting of Pool Members resolutions shall be put to the 
Generators for the election by them of Committee Members from the 
list of Nominees referred to in Clause 15.2.2.  The election 
shall be conducted in such manner as shall give effect to the 
following:

(a)	on the first round of voting:

(i)	each Generator (other than Central Power Limited or 
Peterborough Power Limited) shall be entitled to vote;

(ii)	each Generator shall have its Weighted Votes (disregarding 
for this purpose the restrictions imposed by Clause 11.4.3(a)); 
and

(iii)	the votes of a Generator and all of its affiliates and 
related undertakings which are also Generators may only be cast 
in favour of one Nominee,

and at the conclusion of the first round the three Nominees with 
the highest number of Weighted Votes cast in their favour shall 
be elected Committee Members;

(b)	on the second round of voting:

(i)	each Generator (not being (A) Central Power Limited or 
Peterborough Power Limited, (B) a Generator which voted in favour 
of one of the three Nominees referred to in paragraph (a) above 
or (C) an affiliate or related undertaking of such Generator) 
shall be entitled to vote; and

(ii)	each Generator shall have its Weighted Votes (disregarding 
for this purpose the restrictions imposed by Clause 11.4.3(a),

and at the conclusion of the second round the Nominee with the 
highest number of Weighted Votes cast in its favour shall be 
elected a Committee Member;

(c)	on the third round of voting, each Small Generator which did 
not vote in the first or second round of voting shall be entitled 
to vote and at the conclusion of the third round the Nominee with 
the highest number of votes cast in its favour shall be elected a 
Committee Member; and

(d)	if in any round of voting there is a tie between two or more 
Nominees as to who should be elected a Committee Member, that 
round of voting shall be reheld and, in the event of another tie, 
the matter shall be resolved:

(i)	 in the case of a tie at any reheld first or second round of 
voting, by lot held in such manner as the chairman of the meeting 
shall decide; and

(ii)	in the case of a tie at any reheld third round of voting, by 
the casting vote of the Small Generator holding the largest 
number of Weighted Votes (disregarding for this purpose the 
restrictions imposed by Clause 11.4.3(a)) and entitled to vote in 
such third round.

15.3	Right to remove (Generators):

15.3.1	A Committee Member appointed by Generators or any class 
of Generators may be removed at any time by written notice of 
removal given to that Committee Member (copies to the Executive 
Committee) by or on behalf of that number of those Generators 
who:

(a)	voted in favour of his appointment;

(b)	are Pool Members at such time; and 

(c)	(disregarding for this purpose the restrictions imposed by 
Clause 11.4.3(a)) hold more Weighted Votes than the difference 
between:

(i)	the number of Weighted Votes cost in favour of that 
Committee Member; and 

(ii)	the number of Weighted Votes cast in favour of the 
candidate, in that round of voting, who received the next highest 
number of Weighted Votes after the Committee Member being removed 
(or, if there was no such candidate, zero).

15.3.2	If a Committee Member appointed by Generators is 
removed or his office is vacated pursuant to Clause 21, a 
separate general meeting of Generators shall be convened for the 
purpose of appointing a substitute Committee Member.  To such 
separate general meeting the provisions of Clause 15.2 shall 
apply mutatis mutandis but so that only those Generators which: 

(a)	are within the class of Generators entitled to vote in 
respect of the appointment of the first-mentioned Committee 
Member; and 

(b)	did not (when that first-mentioned Committee Member was 
appointed) by reason of exercising their rights under Clause 15.2 
to vote for another candidate disenfranchise themselves from 
voting in respect of the appointment of the first-mentioned 
Committee Member (unless the candidate in whose favour those 
votes were cast were not appointed), 

shall be entitled to vote on the appointment of his successor 
(and then in accordance with the relevant paragraph of Clause 
15.2.4).  Until such successor is appointed the remaining 
Committee Members appointed (or deemed appointed) by Generators 
shall be entitled to nominate a successor. 

15.4	Right to appoint (Suppliers):  Subject to Clauses 15.6, 15.7 
and 15.8, Suppliers shall together have the right to appoint not 
more than five Committee Members, such appointments to be made in 
accordance with the provisions of Schedule 14.

15.5	Right to remove (Suppliers):  A Committee Member appointed 
(or deemed appointed) by Suppliers or any class of Suppliers may 
be removed in accordance with the provisions of Schedule 14. 

15.6	Director's right to appoint:  If at any time there shall be 
no Small Generators, the Parties acknowledge and agree that the 
Director shall have the right to appoint one person to be a 
Committee Member to represent the interests of all Small 
Generators and to remove from office any person so appointed by 
him.  The foregoing provisions of this Clause 15.6 shall apply 
mutatis mutandis if at any time there shall be no Independent 
Suppliers. 

15.7	Qualifications on right to appoint: 

15.7.1	No person appointed a Committee Member by the 
Generators (or any of them) may for the duration of his 
appointment be appointed a Committee Member by the Suppliers (or 
any of them) and vice versa. 

15.7.2	No person other than an individual shall be appointed a 
Committee Member or his alternate. 

15.7.3	No person for the time being appointed as Pool Chairman 
shall be appointed a Committee Member of his alternate and no 
person for the time being appointed a Committee Member or his 
alternate shall be appointed as Pool Chairman. 

15.7.4	No person for the time being appointed as Chief 
Executive shall be appointed a Committee Member or his alternate 
and no person for the time being appointed a Committee Member or 
his alternate shall be appointed as Chief Executive. 

15.8	Number:  The maximum number of Committee Members shall not 
at any time exceed ten. 

15.9	Alternatives:

15.9.1	Each Committee Member shall have the power to appoint 
any person (who may be an existing Committee Member) to be his 
alternate and may at his discretion remove an alternate Committee 
Member so appointed.  Any appointment or removal of an alternate 
Committee Member shall be effected by notice in writing executed 
by the appointor and delivered to the Secretary who shall 
forthwith notify all other Committee Members of such appointment.  
If his appointor so requests, an alternate Committee Member shall 
be entitled to receive notice of all meetings of the Executive 
Committee or of sub-committees or sub-groups of which his 
appointor is a member and to receive a voting paper on a poll 
instead of the appointor.  He shall also be voting paper on a 
poll instead of the appointor.  He shall also be entitled to 
attend, speak and vote as a Committee Member at any such meeting 
at which the Committee Member appointing him is not personally 
present and at the meeting to exercise and discharge all the 
functions, powers and duties of his appointor as a Committee 
Member and for the purposes of the proceedings at the meeting the 
provisions of this Part IV shall apply as if he were a Committee 
Member.  He shall also be entitled to demand a poll (whether at 
or after the meeting) pursuant to Clause 22.3, to carry out 
consultations with Pool Members contemplated by Clause 22.9 
insofar as his appointor shall be unable to do so, to act on the 
instructions of Pool Members duly given to his appointor or to 
him on behalf of his appointor and to complete his appointor's 
voting paper on a poll on behalf of his appointor. 

15.9.2	Except on a poll, every person acting as an alternate 
Committee Member shall have one vote for each Committee Member 
for whom he acts as alternate, in addition to his own vote if he 
is also a Committee Member.  On a poll, an alternate Committee 
Member shall be entitled (if his appointor is unable to do so) to 
exercise (on behalf of his appointor and by completion of the 
appointor's separate voting paper) all of the votes which his 
appointor is entitled to cast, in addition to any votes which the 
alternate is entitled to cast in his own capacity if he is also a 
Committee Member.  Execution by an alternate Committee Member of 
any resolution in writing of the Executive Committee shall, 
unless the notice of his appointment provides to the contrary, be 
as effective as execution by his appointor. 

15.9.3	An alternate Committee Member shall ipso facto cease to 
be an alternate Committee Member if his appointor ceases for any 
reason to be a Committee Member. 

15.9.4	References in this Agreement to a Committee Member 
shall, unless the context otherwise requires, include his duly 
appointed alternate.

16 POOL CHAIRMAN

16.1	Pool Chairman:  There shall at all times be a Chairman of 
the pooling and settlement arrangements for the electricity 
industry in England and Wales established by this Agreement (the 
"Pool Chairman").

16.2	Appointment and Term:

16.2.1	The election of a Pool Chairman shall take place 
either:

(i)	at the annual general meeting or (as the case may be) an 
extraordinary general meeting of Pool Members convened for that 
purpose (where practicable) held not less than three months 
before the end of the term of the then current Pool Chairman; or 

(ii)	should the Executive Committee so decide, by a postal vote 
in accordance with Clause 16.4, such postal vote to have a 
closing date which (where practicable) is not less than three 
months before the end of the term of the then current Pool 
Chairman.

16.2.2	Subject to Clause 16.2.4, the term of office of the 
Pool Chairman shall be from 1st April in the year of his election 
to the 31st March falling two years thereafter provided that:

(i)	where the Pool Chairman is to be elected at an annual 
general meeting or (as the case may be) an extraordinary general 
meeting of Pool Members, if the meeting at which he is elected is 
held after 1st April, his term of office shall commence from such 
date as the Pool Members in general meeting shall resolve (being 
no earlier than the date of such meeting);

(ii)	where the Pool Chairman is to be elected by postal vote, if 
the closing date of such postal vote is after 1st April, his term 
of office shall commence from such date as shall be set out in 
the notice of postal vote which shall have been sent to all Pool 
Members by the Chief Executive in accordance with Clause 16.4; 
and 

(iii)	his term of office shall expire before 31st March if he 
resigns or is unable for whatever reason to continue to act or if 
a successor Pool Chairman is elected with a term of office which 
Pool Members either in general meeting or (as the case may be) by 
the terms of a postal vote resolve is to commence before that 
date. 

16.2.3	The appointment of the Pool Chairman shall be on such 
terms and conditions (including, but not limited to, terms and 
conditions in relation to reimbursement, hours of work and 
removal (subject to Clause 13.1.2)) as have been approved by Pool 
Members in general meeting.  Any amendment to those terms and 
conditions shall require the prior approval of Pool Members in 
general meeting. 

16.2.4	Not later than three months prior to the end of the two 
year term of the then current Pool Chairman, Pool Members may 
either (i) call and hold a general meeting or (ii) call and hold 
a postal vote and, if the Pool Chairman agrees, may resolve to 
extend the term of appointment of the Pool Chairman by one year.  
If the resolution is approved in accordance with the terms of 
this Agreement then the term of appointment shall be so extended 
provided that under no circumstances shall the term of 
appointment exceed three years. 

16.2.5	If at any time the Pool Chairman shall resign or be 
unable for whatever reason to continue to act, an extraordinary 
general meeting shall be called in accordance with Clause 9.4 or 
a postal vote shall be called in accordance with Clause 16.4 for 
the purposes of electing a successor Pool Chairman.  Unless that 
successor Pool Chairman himself is removed, resigns or is unable 
for whatever reason to continue to act, he shall hold office 
until the 31st March falling closest to the date two years after 
the date of his election and his appointment may be extended in 
accordance with Clause 16.2.4.

16.3	Transitional Provision:  The appointment of the Pool 
Chairman whose two year term of office starts on 1st April, 1996 
is hereby ratified and confirmed by all Pool Members. 

16.4	Election procedure (postal vote):  The Executive Committee 
may (where practicable) resolve to call a postal vote to elect a 
Pool Chairman.  Where the Executive Committee so resolves, such 
postal vote shall be held in accordance with the following 
principles: 

16.4.1	the Executive Committee shall instruct the Chief 
Executive, who shall send a notice to Pool Members, stating that 
a postal vote has been called and inviting nominations to be sent 
to the Chief Executive within a period of not less than 21 days 
from the date of such notice; 

16.4.2	once such period for nomination has closed, the Chief 
Executive shall send to all Pool Members a ballot paper 
containing a list of all eligible nominees and a closing date for 
the receipt by the Chief Executive of completed ballot papers, 
such date being no less than 21 days from the date of such ballot 
paper; and 

16.4.3	each Pool Member shall have one vote and the successor 
Pool Chairman shall be elected by single transferable vote in 
accordance with the procedures approved by the Executive 
Committee.

16.5	Election procedure (general meeting):

16.5.1	Where any successor Pool Chairman is to be elected at 
an annual general meeting or (as the case may be) extraordinary 
general meeting, nominations shall be delivered no later than 21 
days prior to the relevant annual general meeting or (as the case 
may be) extraordinary general meeting. 

16.5.2	At the relevant annual general meeting or (as the case 
may be) extraordinary general meeting, all eligible nominees 
shall be proposed by the Pool Chairman (failing whom, the Chief 
Executive).  Each Pool Member shall have one vote and the 
successor Pool Chairman shall be elected by single transferable 
vote in accordance with the procedures approved by the Executive 
Committee. 

16.6	Nominations:  Any Pool Member can nominate any one person, 
whether not an employee of a Pool Member, to be Pool Chairman.  
Nominations made pursuant to this Clause 16.6 shall be delivered 
in writing to the Chief Executive within any time period 
specified pursuant to Clause 16.4 or (as the case may be) Clause 
16.5.  Any such nomination shall only be valid where accompanied 
by a written statement from the nominee stating that he is aware 
of the proposal and would be prepared to serve as Pool Chairman 
in accordance with this Agreement and the relevant terms and 
conditions if elected. 

16.7	Functions:  The Pool Chairman shall have and carry out only 
such duties and responsibilities and exercise such powers as are 
expressly provided in this Agreement and in his terms of 
reference approved by the Executive Committee from time to time.  
The Pool Chairman shall exercise impartially all such duties, 
responsibilities and powers. 

16.8	No voting rights:  The Pool Chairman in his capacity as Pool 
Chairman shall have no voting rights under this Agreement. 

16.9	Indemnity:  The Pool Chairman shall be indemnified and kept 
indemnified jointly and severally by all Pool Members (and, as 
between the Pool Members, rateably in the proportion which their 
respective Contributory Shares bear one to the other at the time 
of receipt of the request for indemnification) from and against 
any and all costs (including legal costs), charges, expenses, 
damages or other liabilities properly incurred or suffered by him 
in relation to his office as Pool Chairman or the due exercise by 
him of his powers, duties and responsibilities as Pool Chairman 
and all claims, demands or proceedings arising out of or in 
connection with the same except any such costs, charges, 
expenses, damages or other liabilities which are suffered or 
incurred or occasioned by the willful default or bad faith of, or 
breach of duty or trust by, the Pool Chairman.  The Pool Members 
shall, upon request, provide the Pool Chairman with a written 
deed of indemnity to that effect. 


17 CHIEF EXECUTIVE, SECRETARIAT AND SECRETARY

17.1	Chief Executive:

17.1.1	Subject to Clause 15.7.4, a chief executive on the 
Executive Committee (the "Chief Executive") shall be appointed 
and be subject to removal and replacement by resolution of the 
Executive Committee passed by 70 per cent or more of the votes of 
all Committee Members (after consultation with the Pool 
Chairman).  The Chief Executive shall be appointed on such terms 
and conditions as they see fit.

17.1.2	The Chief Executive shall undertake such duties and 
responsibilities and exercise such powers in relation to the 
Executive Committee and its activities as the Executive Committee 
may from time to time assign to or vest in him.

17.1.3	The Chief Executive shall have the right and shall be 
obliged to attend all meetings of the Executive Committee and all 
meetings of the Pool Members in general meeting.  The Chief 
Executive in his capacity as Chief Executive shall have no voting 
rights under this Agreement.  If for any reason the Chief 
Executive is unable to attend any such meeting, he shall nominate 
a representative to attend in his place.

17.1.4	The Executive Committee shall make arrangements for the 
remuneration of the Chief Executive and the payment of his costs 
and expenses and the same shall be recovered in accordance with 
the PFA Accounting Procedure or as otherwise directed by the 
Executive Committee from time to time.

17.2	Secretariat:

17.2.1	The Executive Committee may from time to time appoint 
and remove, or make arrangements for the appointment and removal 
of, such personnel as the Executive Committee requires to assist 
the Executive Committee, any sub-committee of the Executive 
Committee, the chairman of the Executive Committee or any such 
sub-committee, the Pool Chairman, the Chief Executive or the 
Secretary in the proper performance of its or his duties and 
responsibilities, in each such case upon such terms and 
conditions as the Executive Committee sees fit.

17.2.2	Any personnel referred to in Clause 17.2.1 shall 
undertake such duties and responsibilities and exercise such 
powers as the Executive Committee may from time to time assign to 
or vest in him, it or them.

17.2.3	The Executive Committee shall make arrangements for the 
remuneration of such personnel as are referred to in Clause 
17.2.1 and the payment of their costs and expenses and the same 
shall be recovered in accordance with the PFA Accounting 
Procedure or as otherwise directed by the Executive Committee 
from time to time.

17.3	Secretary:

17.3.1	The Executive Committee may from time to time appoint 
and remove, or make arrangements for the appointment and removal 
of, the Secretary on such terms and conditions as it sees fit.

17.3.2	The Secretary in his capacity as Secretary shall have 
no voting rights under this Agreement.

17.3.3	The Secretary shall have and carry out only such duties 
and responsibilities as are expressly provided in this Agreement 
and such other reasonable secretarial and administrative duties 
and responsibilities as may from time to time be delegated to it 
by the Executive Committee.  If at any time there is no 
Secretary, the responsibilities and duties of the Secretary under 
this Agreement shall become those of the Chief Executive or, if 
there shall be no Chief Executive, the Executive Committee until 
such time as a Secretary is appointed pursuant to Clause 17.3.1 
or a Chief Executive is appointed pursuant to Clause 17.1.1 (and 
notices to the Secretary under this Agreement shall be re-
addressed accordingly.

17.3.4	The Secretary shall be entitled to receive such 
remuneration (if any) as the Executive Committee may from time to 
time approve, such remuneration to be paid to it at such times 
and in such manner as the Executive Committee shall from time to 
time direct and to be recovered in accordance with the PFA 
Accounting Procedure or as otherwise directed by the Executive 
Committee from time to time.  Further, the Secretary shall be 
paid its reasonable traveling, hotel and incidental expenses of 
attending and returning from meetings of the Executive Committee 
or any sub-committee thereof and any general meetings and 
separate general meetings of Pool Members and all costs and 
expenses properly and reasonably incurred by it in the 
performance of its duties and responsibilities under this 
Agreement.  All such costs and expenses shall be recovered in 
accordance with the PFA Accounting Procedure or as otherwise 
directed by the Executive Committee from time to time.

17.4	Indemnity:

17.4.1	All Pool Members shall jointly and severally indemnify 
and keep indemnified the Chief Executive, the Contract Manager, 
the personnel referred to in Clause 17.2.1, the Secretary and 
each member of any sub-committee of the Executive Committee or of 
any sub-group established by any such sub-committee (other than a 
Committee Member, but without prejudice to Clause 23.3.4) (and, 
as between the Pool Members, according to their respective 
Contributory Shares at the time of receipt of the request for 
indemnification) from and against any and all costs (including 
legal costs), charges, expenses, damages or other liabilities 
properly incurred or suffered by the Chief Executive in relation 
to his office as Chief Executive or (as the case may be) the 
Secretary in relation to its office as Secretary or the due 
exercise by the Chief Executive, the Contract Manager, the said 
personnel, the Secretary or (as the case may be) any such member 
of his, their or its power, duties and responsibilities under 
this Agreement and all the same except any such costs, charges, 
expenses, damages or other liabilities which are suffered or 
incurred or occasioned by the wilful default or bad faith of, or 
breach of obligation by, the Chief Executive, the Contract 
Manager, such personnel, the Secretary or (as the case may be) 
any such member.

17.4.2	The Pool Members undertake to enter into an indemnity 
if favour of an employer of the Chief Executive, any personnel 
referred to in Clause 17.2.1, the Secretary or (as the case may 
be) any such member of any sub-committee of the Executive 
Committee or of any sub-group established by any such sub-
committee as is referred to in Clause 17.4.1 under which they 
shall jointly and severally indemnify and keep indemnified any 
such employer in respect of all acts and omissions of the Chief 
Executive, the Contract Manager, such personnel, the Secretary or 
(as the case may be) any such member in the performance of his, 
their or its rights, powers, duties and responsibilities under 
this Agreement (and, as between the pool Members, according to 
their respective Contributory Shares at the time of receipt of 
the request for indemnification under the relevant indemnity).

18 PROCEEDINGS OF THE EXECUTIVE COMMITTEE

18.1	Meetings:

18.1.1	Meetings of the Executive Committee (other than special 
meetings referred to in Clause 18.1.3) shall be held at least 
quarterly (or at such shorter regular intervals as may be agreed 
from time to time by the Executive Committee) at such time and 
place in any jurisdiction in which any Pool Member is 
incorporated or has its principal place of business as may be 
agreed from time to time by the Executive Committee (or, in 
default of agreement, as stipulated by the Pool Chairman).

18.1.2	Meetings of the Executive Committee shall be convened 
by the Secretary upon giving to the Committee Members, the Pool 
Chairman, the Chief Executive (if any), the Settlement System 
Administrator, the Director and the Pool Auditor and (where 
matters the subject of the agenda referred to in Clause 18.1.4 
concern directly the functions, duties or responsibilities of any 
Externally Interconnected Party (not being a Pool Member), the 
Pool Funds Administrator, the Grid Operator and/or the Ancillary 
Services Provider) the relevant one(s) of them at least five 
working days' notice of the place, the day and the hour of the 
relevant meeting.

18.1.3	Special meetings of the Executive Committee shall be 
convened upon the request of any Committee Member, the Pool 
Chairman or the Chief Executive.  Such request shall be made in 
writing to the Secretary and shall state the matters to be 
considered at that special meeting.  Upon receipt of such request 
the Secretary shall convene in accordance with Clause 18.1.1 
without delay such special meeting for a date occurring as soon 
as practicable thereafter but not less than five nor more than 
ten working days after receipt of such request.  If the Secretary 
shall fail so to convene a special meeting the Committee Member 
which made such request, the Pool Chairman or (as the case may 
be) the Chief Executive may himself convene a special meeting, 
but any meeting so convened shall not be held after the 
expiration of two months from the date of such request.  A 
special meeting convened under this Clause 18.1.3 by a Committee 
Member, the Pool Chairman or the Chief Executive shall be 
convened in the same manner, as nearly as possible, as that in 
which meetings of the Executive Committee are to be convened by 
the Secretary pursuant to Clause 18.1.2.

18.1.4	Any notice given under Clause 18.1.2 shall be exclusive 
of the day on which it is served or deemed to be served and of 
the day for which it is given and shall be accompanied by an 
agenda of the matters to be considered at the relevant meeting 
together with any supporting documents or papers then available 
to the Secretary.  Any Committee Member may advise additional 
matters which he wishes to be considered at such meeting by 
notice to all other Committee Members, the Pool Chairman, the 
Chief Executive (if any), the Secretary, the Settlement System 
Administrator, the Director and the Pool Auditor and (where such 
additional matters concern directly the functions, duties or 
responsibilities of any Externally Interconnected Party (not 
being a Pool Member), the Pool Funds Administrator, the Grid 
Operator and/or the Ancillary Services Provider) the relevant 
one(s) of them given no later than three working days before the 
date of such meeting.  Only matters identified in such agenda or 
so advised shall be discussed or resolved upon at such meeting.  
The accidental omission to give notice of a meeting or 
accompanying agenda or supporting documents or papers to, or the 
non-receipt of notice of a meeting or accompanying agenda or 
supporting documents or papers by, any person entitled to receive 
notice shall not invalidate the proceedings at that meeting.

18.1.5	For any meeting of the Executive Committee, the periods 
and methods of notice referred to in the foregoing provisions of 
this Clause 18 may be waived prospectively or retrospectively 
with the consent in writing of all such persons as are entitled 
to attend the relevant meeting.

18.1.6	The Secretary shall prepare minutes of all meetings of 
the Executive Committee and shall provide copies thereof to all 
such person as were entitled to attend the relevant meeting as 
soon as practicable (and in any event within ten working days) 
after the relevant meeting has been held.  Each person who 
attended such meeting shall notify his approval or disapproval of 
the minutes thereof and, if he fails to do so, he or it shall be 
deemed to have approved the same.  The Secretary shall record any 
such disapproval in the minutes unless the same shall have been 
withdrawn or the minutes amended with the agreement of the 
Executive Committee.  The Secretary shall provide copies of 
minutes of meetings of the Executive Committee to any other Party 
within a reasonable time after request therefor provided that the 
said time for approving or disapproving the same has expired.  
Further, the Secretary shall provide copies of such minutes to 
such persons as the Executive Committee may from time to time 
direct within a reasonable time after receipt of such direction.

19 CONDUCT OF EXECUTIVE COMMITTEE MEETINGS

19.1	General:  Chairman:

19.1.1	Subject as provided in Clauses 13, 18 and 22 and this 
Clause 19, the Executive Committee may meet for the transaction 
of business, and adjourn and otherwise regulate its meetings, as 
it shall see fit.

19.1.2	The Pool Chairman shall preside as chairman at every 
meeting of the Executive Committee provided that:

(a)	if the Pool Chairman is unable to attend any meeting, he 
shall nominate another individual to preside as chairman at that 
meeting in his place.  Such individual shall be a director or 
senior executive of one of the Pool Members but shall not be a 
Committee Member or an alternate for any Committee Member; and

(b)	if there is no Pool Chairman or the Pool Chairman or his 
duly appointed nominee shall not be present within 15 minutes 
after the time appointed for the holding of the meeting or the 
Pool Chairman is unwilling to act, the Committee Members present 
may appoint one of their number to be chairman of the meeting.

19.1.3	The chairman of the meeting in his capacity as chairman 
shall not have any vote at meetings of the Executive Committee.

19 Quorum:  No business shall be transacted at a meeting of the 
Executive Committee unless a quorum is present at the time the 
meeting proceeds to business.  Three Committee Members appointed 
pursuant to Clause 15.2 and three Committee Members appointed 
pursuant to Clause 15.4 present in person or by their respective 
alternates shall constitute a quorum.

19.3	Lack of quorum:  If, within half an hour from the time 
appointed for holding any meeting of the Executive Committee, a 
quorum is not present, the meeting shall be adjourned to the same 
day in the next week at the same time and place and if at the 
adjourned meeting a quorum is not present within half an hour 
from the time appointed for holding the meeting, those present 
shall constitute a quorum.

19.4	Representation of non-Committee Members:  Each of the 
Settlement System Administrator, the Pool Chairman, the Director 
and the Pool Auditor (or its or his duly appointed 
representative) shall have the right to attend and speak (but not 
to vote) at meeting of the Executive Committee.  Each Externally 
Interconnected Party (not being a Pool Member) and each of the 
Pool Funds Administrator, the Grid Operator and the Ancillary 
Services Provider (or its duly appointed representative) shall be 
entitled to attend and speak (but not vote) at meetings of the 
Executive Committee only where matters directly concerning its 
functions, duties or responsibilities have been identified or 
advised as provided in Clause 18.1.4 or if so requested by the 
Executive Committee.  The Chief Executive (or his duly appointed 
representative) shall have the right to attend and speak (but not 
vote) at meetings of the Executive Committee and shall be obliged 
so attend.  With the exception of attendances by the Pool 
Chairman, the Chief Executive and the Pool Auditor, no payment 
shall be made to any person who has the right by virtue of this 
Clause 19.4 to attend Executive Committee meetings in respect of 
any such attendance.

19.5	Written resolutions:  A resolution in writing, executed by 
or on behalf of each Committee Member, shall be as valid and 
effectual as if it had been passed at a meeting of the Executive 
Committee duly convened and held and may consist of several 
instruments in like form and executed by or on behalf of one or 
more of such Committee Members.  Any proposed resolution in 
writing shall be circulated to all those persons who would have 
been entitled to attend a meeting of the Executive Committee at 
which such resolution could properly have been passed.

19.6	Default in appointment:  All acts done by any meeting of the 
Committee Members or of a sub-committee of the Executive 
Committee shall, notwithstanding that it be afterwards discovered 
that there was some defect in the appointment of such Committee 
Member, be as valid as if such person had been duly appointed.

20 DELEGATION

20.1	Sub-committees:  The Executive Committee may establish sub-
committees.  Each sub-committee:

20.1.1	shall be composed of such persons (whether or not 
Committee Members) and shall discharge such rights, powers, 
duties and responsibilities as from time to time the Executive 
Committee considers desirable to delegate to it; and

20.1.2	in the exercise of its rights and powers and the 
performance of its duties and responsibilities delegated to it by 
the Executive Committee shall at all times conduct itself and its 
affairs in a manner which it considers best designed to give 
effect to the principal objects and purpose set out in Clause 
4.1.2 and to promote, and not obstruct, the fair and efficient 
operation of the procedures referred to in Clause 4.1.3 so that 
the objectives set out in Clause 4.1.3 are thereby achieved; and

20.1.3	shall be given written terms of reference and, unless 
otherwise varied by the Executive Committee, the provisions of 
Clauses 18 and 19 shall apply mutatis mutandis to meetings of 
such sub-committee and the provisions of Clauses 19.4, 23.3.1, 
23.3.2 and 23.3.3 shall apply mutatis mutandis in relation to any 
such sub-committee and the members thereof; and

20.1.4	may establish sub-groups to assist in the discharge of 
the rights, powers, duties and responsibilities of such sub-
committee, each of which sub-groups shall be given written terms 
of reference and, unless otherwise varied by the Executive 
Committee or any sub-committee acting on the authority of the 
Executive Committee, the provisions of Clauses 18 and 19 shall 
apply mutatis mutandis to meetings of such sub-groups and the 
provisions of Clauses 23.3.1, 23.3.2, and 23.3.3 shall apply 
mutatis mutandis in relation to each such sub-group and the 
members thereof.

20.2	Nominees:  Upon written request of the Executive Committee 
or, in the case of the Settlement System Administrator, Order 
issued by the Contract Manager under Schedule 4, each Pool Member 
and the Settlement System Administrator shall:

20.2.1	nominate one or more persons knowledgeable in the 
matters referred to, or the subject of consideration by, the 
relevant sub-committee to attend at meetings of, and otherwise 
participate as a member of, any sub-committee established by the 
Executive Committee; and

20.2.2	procure that such nominee(s) shall so attend and 
participate at such time or times as the Executive Committee or 
such sub-committee may require;

provided that a Pool Member shall not be required in any period 
of 12 months to make available nominees for more than 60 days in 
aggregate.  Save as provided by Clause 23.5 no payment shall be 
made to Pool Members in respect of any such attendance or 
participation.

20.3	Member's responsibilities:  To the extent not inconsistent 
with the provisions of Clauses 20.1.1, 20.1.2, and 20.1.3 a 
member of any sub-committee established by the Executive 
Committee shall be free to represent the interests of the person 
or persons which nominated him to that sub-committee but each 
such person acknowledges and agrees the subordination of those 
interests to the responsibilities of such sub-committee under 
Clause 20.1.2.

20.4	Chief Executive:  The Executive Committee may from time to 
time delegate all or any of its rights, powers, duties and 
responsibilities under this Agreement to the Chief Executive upon 
such terms and conditions as the Executive Committee think fit.

20.5	Effect of decisions:  Resolutions of sub-committees shall 
not have binding effect (a) unless and then only to the extent 
that the Executive Committee shall have delegated the relevant 
decision-making powers to the sub-committee, or (b) unless 
approved by resolution of the Executive Committee (and then 
subject to Clause 13).  Meetings of such sub-committees shall, so 
far as possible, be arranged so that minutes of such meetings can 
be circulated to each Committee Member in sufficient time for 
consideration before the next following regular meeting of the 
Executive Committee.  Resolutions of sub-groups shall not have 
binding effect.  The Executive Committee shall remain at all 
times responsible for the actions of all its sub-committees and 
sub-groups.

20.6	Other delegation:  Subject to any direction to the contrary 
by Pool Members in general meeting but without prejudice to the 
Executive Committee's rights under Clauses 20.1 and 20.4, the 
Executive Committee may from time to time delegate in any 
particular case all or any of its rights, power, duties and 
responsibilities under this Agreement, including any decision-
making powers and the conduct of any review or consultation and 
the preparation and submission of any report required of it under 
this Agreement, to such person or persons as it thinks fit and on 
such terms and conditions as it thinks fit and shall require 
that, in the performance of the delegated duties, such person or 
persons shall conform to any regulations that may be imposed on 
it or them by the Executive Committee.

21 VACATION OF OFFICE BY COMMITTEE MEMBERS

The office of a Committee Member shall be vacated if:

21.1	he resigns his office by notice delivered to the Secretary; 
or

21.2	he becomes bankrupt on compounds with his creditors 
generally; or

21.3	he becomes of unsound mind or a patient for any purpose of 
any statute relating to mental health; or

21.4	he and his alternate fail to attend more than three 
consecutive meetings of the Executive Committee; or

21.5	he is removed from office pursuant to Clause 15.3, 15.5 or 
(as the case may be) 15.6.

22 VOTING

22.1	Voting:  The chairman of the relevant meeting of the 
Executive Committee and any Committee Member may demand that any 
question or matter arising at a meeting of the Executive 
Committee be put to a vote of Committee Members.  Any vote so 
demanded shall be taken forthwith or at such other time as such 
chairman directs not being later than the date of the next 
meeting of the Executive Committee.  Any demand for a vote may, 
before the vote is taken, be withdrawn.

22.2	Simple majority:  Subject as provided in Clauses 22.3 and 
22.11, any question or matter arising at a meeting of the 
Executive Committee shall be decided by a simple majority of the 
votes cast at the meeting by Committee Members.  On any such 
question or matter each Committee Member shall be entitled to one 
vote.  In the event of an equality of votes on any resolution put 
to the Executive Committee, the matter the subject of the 
relevant resolution shall be remitted to the Committee Members 
for decision on a poll.

23.3	Demand for a poll:  In respect of any matter or question 
which is put to a vote of Committee Members a poll may be 
demanded (before or after the simple majority vote) either:

22.3.1	at the meeting at which the simple majority vote takes 
place, by the chairman of the meeting or by any Committee Member; 
or

22.3.2	by no later than five working days after such meeting, 
by notice in writing to the Secretary by any Committee Member 
(whether or not present at the relevant meeting).

22.4	Effect of decision:  A decision duly made at a meeting of 
the Executive Committee shall (unless otherwise determined by the 
Executive Committee or otherwise provided by the terms of the 
decision) have immediate effect, unless a poll be duly demanded 
in accordance with Clause 22.3, in which case, pending the 
outcome of the vote on a poll, the decision shall cease to or 
shall not have effect.

22.5	Conduct of a poll:  The Secretary shall without delay 
following the demand for, or the remittance of a matter for 
decision on, a poll despatch to each Committee Member a voting 
paper in such form as shall be agreed by the chairman of the 
Executive Committee meeting at which the matter in question was 
considered or (failing him) the Chief Executive but which shall 
in any event set out the full text of the resolution in respect 
of which the poll is required (which shall be the same as the 
resolution which was put to a simple majority vote), shall 
provide for each Committee Member to cast votes for or against 
the resolution and shall specify the date by which votes must be 
lodged by Committee Members.  The Secretary shall at the same 
time give notice to all Parties that a poll has been demanded and 
shall specify in such notice the resolution on which the poll has 
been called (if applicable), the identity of the person (or 
persons) who has demanded the poll and the date by which votes 
must be lodged by the Committee Members.  The accidental omission 
to issue a voting paper or to give notice of a poll, or the non-
receipt of a voting paper or such a notice by, any person 
entitled to receive the voting paper or (as the case may be) the 
notice shall not invalidate the conduct of the poll or the result 
thereof.

22.6	Votes on a poll:  On a vote on a poll:

22.6.1	the Committee Members shall in aggregate be entitled to 
a number of votes equal to the number of votes which the Pool 
Members would have been entitled to cast on a poll at a general 
meeting if such meeting had taken place on the day of the 
Executive Committee meeting at which the matter in question was 
considered;

22.6.2	the Committee Members appointed (or deemed appointed) 
by Generators shall be entitled to case votes on the following 
basis:

(a)	each Committee Member nominated by a single Generator (which 
for this purpose shall include affiliates and related 
undertakings of a Generator which are also Generators) and 
elected on the first round of voting shall cast the number of 
votes respectively attributable to that Generator and to its 
affiliates and related undertakings (in each case, whether as 
Generators or Suppliers) in accordance with the written 
instructions of that Generator and of each relevant affiliate and 
related undertaking;

(b)	the Committee Members not falling within (a) above shall 
have the votes attributable to all other Generators (not being 
those referred to in paragraph (a) above or their affiliates and 
related undertakings) and shall cast such votes in accordance 
with the individual written instructions of each such Generator, 
but so that no Generator shall be entitled to instruct that the 
votes attributable to it be cast more than once;

22.6.3	the Committee Members appointed by Suppliers shall be 
entitled to cast votes on the following basis:

(a)	the Committee Members appointed (or deemed appointed) by 
Groups A, B, C and D shall each cast the votes attributable to 
the members of the relevant Group in accordance with the written 
instruction so of the individual Suppliers which are members of 
that Group;

(b)	the Committee Member appointed on behalf of the Independent 
Suppliers shall cast the votes attributable to the Independent 
Suppliers in accordance with the individual written instructions 
of each such Supplier;

22.6.4	in the absence of any written instructions from any 
Generator or Supplier, a Committee Member shall not be entitled 
to cast any votes on behalf of that Generator or Supplier;

22.6.5	a Generator or a Supplier may instruct the relevant 
Committee Member to abstain from casting any or a specified 
number of votes on its behalf;

22.6.6	the votes cast by a Committee Member shall not be valid 
unless:

(a)	the relevant voting paper shall have been received by the 
Secretary on or before the date falling 10 working days after the 
date on which the voting papers were despatched to Committee 
Members and the votes cast in such voting paper accord with the 
written instructions referred to in paragraph (b) below;

(b)	accompanied by a copy of the written instructions given by 
or on behalf of the Generator(s) or Supplier(s) whose votes the 
Committee Member is entitled to cast;

(c)	the Committee Member in other respects shall have complied 
with the procedures for votes on a poll (if any) from time to 
time established by the Executive Committee;

22.6.7	any Generator or Supplier on whose instructions a 
Committee Member is required to act in accordance with the 
foregoing provisions shall be entitled to make arrangements with 
any other Generator or Supplier on whose instructions that same 
Committee Member is required to act for the requisite written 
instructions to be given on its behalf by that other Generator or 
Supplier.  Details of any such arrangement shall promptly be 
given to the Secretary.

22.7	65 percent majority:  A resolution on a poll shall be 
decided by a majority of not less than 65 per cent of the votes 
duly cast.  The Secretary shall as soon as reasonably practicable 
after the expiry of the 20 working day period for return of 
voting papers referred to in Clause 22.6.6(a) ascertain the 
results of the poll in consultation with the Pool Chairman or 
(failing him) the Chief Executive and thereafter notify all 
Parties and all other persons entitled or required to attend 
general meetings of Pool Members of the outcome of the poll.  The 
result of the poll shall be deemed to be the resolution of the 
meeting at which or after which the poll was demanded.

22.8	Withdrawal of demand:  Any demand for a poll may be 
withdrawn by the person who made it at any time provided that 
notice of withdrawal is received by the Secretary by no later 
than the seventh working day following the date of the Executive 
Committee meeting at which the simple majority vote took place.  
The Secretary shall as soon as reasonably practicable notify all 
Parties and all other persons entitled or required to attend 
general meetings of Pool Members of receipt of any such notice of 
withdrawal.

22.9	Responsibilities of Committee Members:  The Committee 
Members shall consult the Pool Members whose votes they are 
entitled to cast as soon as reasonably practicable following the 
demand for a poll and shall be required to cast, or to refrain 
from casting, the votes of such Pool Members in accordance with 
their individual instructions.  The provisions of Clauses 23.1 
and 23.2 shall not apply in respect of any vote conducted on a 
poll.

22.10	Referral to general meetings:  The provisions of this 
Clause 22 are subject to the requirements of a referral to the 
Pool Members in general meeting described in Clause 13.4.

22.11	Civil emergencies:  The provisions of this Clause 22 
are subject to the provisions of Clause 61.9.

23 COMMITTEE MEMBERS' RESPONSIBILITIES AND PROTECTIONS

23.1	Executive Committee's responsibilities:  In the exercise of 
its powers and the performance of its duties and responsibilities 
under this Agreement the Executive Committee shall at all times 
conduct itself and its affairs in a manner which it considers 
best designed to give effect to the principal objects and purpose 
set out in Clause 4.1.2 and to promote, and not obstruct, the 
fair and efficient operation of the procedures referred to in 
Clause 4.1.3 so that the objectives set out in Clause 4.1.3 are 
thereby achieved.  To the extent not inconsistent with the 
responsibilities of the Executive Committee under this Clause 
23.1 a Committee Member shall be free to give effect to his 
responsibilities under Clause 23.2 but each of the Pool Members 
whom such Committee Member represents acknowledges and agrees the 
subordination of such Committee Member's responsibilities under 
Clause 23.2 to the responsibilities of the Executive Committee 
under this Clause 23.1.

23.2	Committee Members' responsibilities:  In the exercise of his 
powers and the performance of his duties and responsibilities as 
a Committee Member under this Agreement a Committee Member shall 
represent:

23.2.1	where he is appointed on the first round of voting 
under Clause 15.2.4, the interests of the Pool Member who cast 
the most number of votes in favour of his appointment;

23.2.2	where he is appointed on the second or third round of 
voting under Clause 15.2.4 or where he is appointed pursuant to 
Section 6 of Schedule 14, the interests of all Pool Members who 
were entitled to vote on his appointment (and, for the purposes 
of this Clause, until the annual general meeting of Pool Members 
in 1996 Central Power Limited and Peterborough Power Limited 
shall be deemed to be Pool Members who were entitled to vote on 
the appointment of the Committee Member appointed on the second 
round of voting), but so that he shall not incur personal 
liability as against one or more such Pool Members, if acting 
bona fide, he acts in a way which gives effect to the interests 
of one or more other such Pool Members; and

23.2.3	where he is appointed as a Committee Member for a Group 
pursuant to Schedule 14, the interests of the PES Members of the 
Group in respect of which he is appointed.

23.3	Protections:

23.3.1	The Executive Committee, each Committee Member, the 
Pool Chairman, the Chief Executive, the Contract Manager and the 
Secretary shall be entitled to rely upon any communication or 
document reasonably believed by it or him to be genuine and 
correct and to have been communicated or signed by the person by 
whom it purports to be communicated or signed and shall not be 
liable to any of the Parties for any of the consequences of such 
reliance.

23.3.2	The Executive Committee, each Committee Member, the 
Pool Chairman, the Chief Executive, the Contract Manager and the 
Secretary may in relation to any act, matter or thing 
contemplated by this Agreement act on the opinion or advice of, 
or any information from, any lawyer, banker, valuer, broker, 
accountant or any other specialist or professional adviser given 
within the field of expertise usually ascribed to persons of such 
description or the specialist field of expertise for which he has 
been retained and duly instructed so to act by the Executive 
Committee, and shall not be liable for the consequences of so 
acting.  The appointment of any such adviser to the Executive 
Committee shall be approved by the Executive Committee before any 
such cost is charged to the PFA Accounting Procedure.

23.3.3	In the event of any conflict or inconsistency, any 
directions and instructions of the Director (which the Director 
is entitled under his statutory or regulatory powers to issue or 
give) shall prevail over the duties and responsibilities of the 
Executive Committee or the Secretary under this Agreement and no 
liability whatsoever shall attach to the Executive Committee or 
any Committee Member or the Pool Chairman or the Chief Executive 
or the Contract Manager or the Secretary (as the case may be) as 
a result of due compliance by it or him with any such directions 
and instructions.

23.3.4	Each Committee Member shall be indemnified and kept 
indemnified by that Pool Member or jointly and severally by those 
Pool Members whom he represents as provided in Clause 23.2 (and, 
if more than one, as between the relevant Pool Members rateably 
in the proportion which their respective Contributory Shares bear 
one to the other at the time of receipt of the request for 
indemnification) from and against any and all costs (including 
legal costs), charges, expenses, damages or other liabilities 
properly incurred or suffered by him in relation to the Executive 
Committee or his office as Committee Member or the due exercise 
by him of his powers, duties and responsibilities as a Committee 
Member and all claims, demands or proceedings arising out of or 
in connection with the same except any such costs and expenses 
referred to in Clause 23.4 which have been recovered in 
accordance with the PFA Accounting Procedure and any such costs, 
charges, expenses, damages or other liabilities which are 
suffered or incurred or occasioned by the wilful default or bad 
faith of, or breach of duty or trust by, such Committee Member.  
The Pool Member or (as the case may be) Pool Members whom he 
represents as aforesaid shall, upon request, provide the relevant 
Committee Member with a written deed of indemnity to that effect.

23.4	Committee Members' costs and expenses:  Each Committee 
Member and each member of any sub-committee or sub-group of the 
Executive Committee may be paid his reasonable traveling, hotel 
and incidental expenses of attending and returning from meetings 
of the Executive Committee or any such sub-committee or sub-group 
and shall be paid all expenses properly and reasonably incurred 
by him in the conduct of the business of the Executive Committee 
or the relevant sub-committee or sub-group or in the discharge of 
his duties as a Committee Member or (as the case may be) a member 
of the relevant sub-committee or sub-group.  All such expenses 
shall be recovered in accordance with the PFA Accounting 
Procedure.

23.5	Committee's costs and expenses:  The Executive Committee and 
each of its sub-committees and sub-groups shall be entitled to 
recover all its costs and expenses properly incurred in 
accordance with the PFA Accounting Procedure.  For this purpose, 
the costs and expenses of the Executive Committee shall include 
properly incurred costs, expenses and liabilities off or 
associated with any business accommodation and services required 
by the Executive Committee, the Chief Executive, the Secretary or 
the personnel referred to in Clause 17.2.1 and the properly 
incurred costs and expenses of any consultant or adviser retained 
by the Executive Committee or any such person in the proper 
performance of its of his duties and responsibilities.

24 POWER OF THE EXECUTIVE COMMITTEE

24.1	General power:  Subject as otherwise provided in this 
Agreement, the Executive Committee shall, as between itself and 
the Pool Members in general meeting, exercise overall supervision 
of the Settlement System and its operations.

24.2	Specific powers:  Subject as otherwise provided in this 
Agreement, the powers, duties and responsibilities of the 
Executive Committee shall, as between itself and the Pool Members 
in general meeting, include:

24.2.1	the specific powers, duties and responsibilities set 
out in the Pool Rules;

24.2.2	monitoring on a regular basis the Settlement System 
Administrator in its operation of the Settlement System 
(including deciding whether to propose to the Pool Members in 
general meeting for their approval the removal of the Settlement 
System Administrator);

24.2.3	the power to appoint and remove the Pool Funds 
Administrator and to carry out the other functions ascribed to it 
in Schedules 11 and 15 and to enter into on behalf of Pool 
Members any agreement or arrangement with the Pool Funds 
Administrator (or successor Pool Funds Administrator) in 
substitution of that set out in Schedule 15;

24.2.4	monitoring on a regular basis each of the Grid Operator 
and the Ancillary Services Provider in the performance of it 
obligations under this Agreement;

24.2.5	considering applications by New Parties to be admitted 
as parties to this Agreement under Clause 3 and of Parties to be 
admitted as Pool Members under Clause 8;

24.2.6	considering, amending, substituting, approving and 
disapproving all Agreed Procedures, Codes of Practice (including 
commissioning reviews thereof by the Pool Auditor in accordance 
with Clause 47.1.5 or by other technical experts) and Service 
Lines;

24.2.7	the specific powers, duties and responsibilities set 
out in Schedule 4;

24.2.8	the specific powers, duties and responsibilities set 
out in Schedule 15;

24.2.9	appointing and removing the Pool Auditor, and 
instructing the Pool Auditor to conduct audits, reviews, tests 
and checks and the monitoring and review thereof, all in 
accordance with Part IX;

24.2.10	opening, maintaining and closing bank accounts for its 
own purposes and crediting and debiting sums thereto;

24.2.11	controlling the development of the Pool Rules and 
considering and approving or disapproving amendments to the Pool 
Rules in accordance with Clause 7.4.2;

24.2.12	commissioning independent reviews of the Scheme and its 
operation in accordance with Part XIII;

24.2.13	conducting reviews, preparing Works Programmes and 
implementing Transitional Arrangements, all in accordance with 
Clause 5;

24.2.14	preparing the reports referred to in Clause 9.1.1 and 
the business plan referred to in Clause 9.1.6 and preparing and 
despatching regular quarterly reports to the Parties (with a copy 
to the Director) in relation to all matters which are the subject 
of this Agreement and in such reports reviewing performance over 
the immediately preceding Quarter against the business plan 
referred to in Clause 9.1.6;

24.2.15	considering any representation from any Pool Member in 
relation to any regular quarterly report prepared pursuant to 
Clause 24.2.14 above or otherwise relating to any matter which is 
the subject of this Agreement;

24.2.16	overseeing the standards of Metering Equipment and the 
Codes of Practice, agreeing in accordance with paragraph 14 of 
Schedule 21 dispensation therefrom and reviewing the need for new 
standards for Metering Equipment and, where it considers such new 
standards are required, adopting such standards in accordance 
with the requirements for adoption of Codes of Practice as 
contained in the definition of Code of Practice) and in 
accordance with the provisions of Schedule 21;

24.2.17	dealing promptly and efficiently with any dispute 
referred to it concerning Settlement or its operation (including 
with respect to data);

24.2.18	convening in accordance with Clause 9.4 general 
meetings of Pool Members or classes of Pool Members and convening 
in accordance with Clause 9.6 quarterly meetings of Pool Members;

24.2.19	appointing, remunerating and removing the Chief 
Executive in accordance with Clause 17.1 and, where permitted by 
the terms of this Agreement, giving directions and instructions 
to the Chief Executive, the Contract Manager, the Settlement 
System Administrator, the Pool Funds Administrator, the Grid 
Operator, the Ancillary Services Provider, Externally 
Interconnected Parties (not being Pool Members) and other persons 
to carry into effect the decisions of the Executive Committee or 
Pool Members in general meeting or separate general meeting;

24.2.20	if requested by the Director, conveying any direction 
or request of the Director to the Settlement System 
Administrator, the Pool Funds Administrator, the Grid Operator, 
the Ancillary Services Provider or any other Party or the Pool 
Auditor;

24.2.21	appointing, remunerating and removing in accordance 
with the Grid Code one or more persons to represent the Executive 
Committee on the Grid Code Review Panel;

24.2.22	appointing, remunerating and removing lawyers, bankers, 
valuers, brokers, accountants and other professional and 
specialist advisers to assist the Executive Committee or any of 
its sub-committees in the performance of its duties and 
responsibilities under this Agreement;

22.2.23	subject to any applicable confidentiality provisions, 
monitoring any litigation, arbitration or other proceedings 
affecting or which may affect the Settlement System;

24.2.24	subject to any applicable confidentiality provisions, 
advising Pool Members, Externally Interconnected Parties (not 
being Pool Members), the Settlement System Administrator, the 
Pool Funds Administrator, the Grid Operator and the Ancillary 
Services Provider of decisions of the Executive Committee 
applicable to them or the relevant one(s) of them liaising with 
all such persons on an ongoing and regular basis;

24.2.25	advising each of the Pool Auditor and the Director of 
decisions of the Executive Committee and of Pool Members in 
general meeting or separate general meeting and liaising with 
each of the Pool Auditor and the Director on a ongoing and 
regular basis;

24.2.26	investigating any complaints made by any Pool Member 
concerning the Settlement System, the Funds Transfer System (or 
any part or aspect of any thereof), the Settlement System 
Administrator, the Pool Funds Administrator, the Grid Operator, 
the Ancillary Services Provider, the Pool Auditor, the Pool 
Banker or the Custodian;

24.2.27	approving the Pool Banker and giving instructions for, 
or consenting to, the removal of the same;

24.2.28	reviewing and approving or disapproving the Procedures 
Manual in accordance with Clause 64;

24.2.29	considering and dealing with any other matter relating 
to the Settlement System, the Funds Transfer System (or any part 
or aspect of any thereof) or its or their operation referred to 
the Executive Committee by the Pool Members in general meeting or 
separate general meeting, any Pool Member, the Pool Chairman, the 
Pool Auditor or the Director and any other matter which is 
otherwise designated under this Agreement for reference to it; 
and

24.2.30	determining the amount of the Second Tier Suppliers' 
System Charge.

24.3	Exclusion of general meeting powers:  Pool Members in 
general meeting shall have no powers in relation to the matters 
expressly reserved under this Agreement to the Executive 
Committee except to the extent that such matters are remitted to 
the Pool Members in general meeting under Clause 13.4.

PART V

LIMITATION OF LIABILITY

25 LIMITATION OF LIABILITY

25.1	Limitation of liability:  Subject to Clause 25.2 and save 
where any provision of this Agreement provides for an indemnity, 
each Party agrees and acknowledges that no Party (excluding for 
this purpose the Settlement System Administrator) (the "Party 
Liable") or any of its officers, employees or agents shall be 
liable to any of the other Parties for loss arising from any 
breach of this Agreement other than for loss directly resulting 
from such breach and which at the date of this Agreement was 
reasonably foreseeable as not unlikely to occur in the ordinary 
course of events from such breach in respect of:

25.1.1	physical damage to the property of any of the other 
Parties or its or their respective officers, employees or agents; 
and/or

25.1.2	the liability of any such other Party to any other 
person for loss in respect of physical damage to the property of 
any other person.

25.2	Death and personal injury:  Nothing in this Agreement shall 
exclude or limit the liability of the Party Liable for death or 
personal injury resulting from the negligence of the Party Liable 
or any of its officers, employees or agents and the Party Liable 
shall indemnify and keep indemnified each of the other Parties, 
its officers, employees or agents from and against all such and 
any loss or liability which any such other Party may suffer or 
incur by reason of any claim on account of death or personal 
injury resulting from the negligence of the Party Liable or any 
of its officers, employees or agents.

25.3	Exclusion of certain types of loss:  Subject to Clause 25.2 
and save where any provision of this Agreement provides for an 
indemnity, neither the Party Liable nor any of its officers, 
employees or agents shall in any circumstances whatsoever be 
liable to any of the other Parties for:

25.3.1	any loss of profit, loss of revenue, loss of use, loss 
of contract or loss of goodwill; or

25.3.2	any indirect or consequential loss; or

25.3.3	loss resulting from the liability of any other Party to 
any other person howsoever and whensoever arising save as 
provided in Clauses 25.1.2 and 25.2.

25.4	Trust:  Each Party acknowledges and agrees that each of the 
other Parties holds the benefit of Clauses 25.1, 25.2 and 25.3 
for itself and as trustee and agent for its officers, employees 
and agents.

25.5	Survival:  Each of Clauses 25.1, 25.2, 25.3 and 25.4 shall:

25.5.1	be construed as a separate and severable contract term, 
and if one or more of such Clauses in held to be invalid, 
unlawful or otherwise unenforceable the other or others of such 
Clauses shall remain in full force and effect and shall continue 
to bind the Parties; and

25.5.2	survive termination of this Agreement.

25.6	Saving:  For the avoidance of doubt, nothing in this Part V 
shall prevent or restrict any Party enforcing any obligation 
(including suing for a debt) owed to it under or pursuant to this 
Agreement.

25.7	Full negotiation:  Each Party acknowledges and agrees that 
the foregoing provisions of this Part V have been the subject of 
discussion and negotiation and are fair and reasonable having 
regard to the circumstances as at the date of this Agreement.

PART VI

THE SETTLEMENT SYSTEM ADMINISTRATOR

26 APPOINTMENT

	ESIS is hereby appointed by each Pool Member and agrees to 
act as the initial Settlement System Administrator on and subject 
to the terms and conditions of the SSA Arrangements.

27 [Not used].

28 [Not used].

PART VII

THE SETTLEMENT SYSTEM ADMINISTRATOR'S RESPONSIBILITIES

29 RESPONSIBILITIES

Responsibilities:  Without prejudice to the generality of the 
duties, responsibilities and obligations of the Settlement System 
Administrator provided elsewhere in the SSA Arrangements.

29.1	Provision of information:  The Settlement System 
Administrator shall provide each Pool Member and the Ancillary 
Services Provider upon request with a certified copy of such 
records, data and other information concerning amounts payable by 
or to such Pool Member and the Ancillary Services Provider as 
such Pool Member may reasonably request for the purpose of 
establishing the amounts which are owed to or by such Pool Member 
in accordance with this Agreement, and in any event such 
information as any Pool Member may  request from the Settlement 
System Administrator in order to establish or prove a claim to 
any amounts due or claimed to be due.  The Settlement System 
Administrator shall provide such information forthwith upon 
request or (if so required by the Settlement System 
Administrator) upon delivery of a certificate from the Pool 
Member's counsel certifying that such information is required for 
such purpose.  Each of the Parties agrees to the release of all 
such records, data and other information in the circumstances 
described in this Clause 29.1.

29.2	Arrangements with the Grid Operator and Ancillary Services 
Provider: Each of the Settlement System Administrator, the Grid 
Operator and the Ancillary Services Provider shall make and 
maintain arrangements with each other whereby such data and other 
information as may be collected or received by any of them or 
necessary for the purposes of the Settlement System, the 
Ancillary Services Business or (as the case may be and subject to 
Clause 69) the operation of the NGC Transmission System or the 
performance by the Grid Operator of its obligations under the NGC 
Transmission Licence shall be provided to such respective 
obligations under this Agreement, the Grid Code, any Ancillary 
Services Agreement and/or the NGC Transmission Licence.  Each of 
the Parties agrees to the release of all such data and other 
information in the circumstances described in this Clause 29.2.

29.3	Arrangements with the Pool Funds Administrator:  The 
Settlement System Administrator and the Pool Funds Administrator 
shall make and maintain arrangements with each other whereby:

(a).sufficient data and other information is provided by the 
Settlement System Administrator to the Pool Funds Administrator 
as to enable the Pool Funds Administrator to perform its 
obligations under this Agreement and the Funds Transfer Agreement 
; and

(b)	sufficient data and other information is provided by the 
Pool Funds Administrator to the Settlement System Administrator 
as to enable the Settlement System Administrator to perform its 
obligations under this Agreement.

Each of the Parties agrees to the release of all such data and 
other information in the circumstances described in this Clause 
29.3.

30 [Not used].

31 [Not used].

32 [Not used].

33 [Not used].

34 COSTS, FEES AND EXPENSES

34.1	Schedule 4:  The provisions of Schedule 4 shall have effect.

34.2	Fees:

34.2.1	Each Party which is not a Pool Member (other than the 
Settlement System Administrator, the Pool Funds Administrator, 
the Grid Operator and the Ancillary Services Provider) shall pay 
the Settlement System Administrator a fee as provided in Section 
8 of Part G of the Appendix  to Schedule 4 in respect of the 
provision to such Party of all data and other information which 
is required by the terms and conditions of Service Line 10 
(Service to CEO and Pool Members to be made available to it by 
the Settlement System Administrator.

34.2.2	A Party may at any time by notice in writing to the 
Settlement System Administrator elect not to be provided with all 
or some of the data and other information to which it is entitled 
from the Settlement System Administrator under this Agreement and 
may change such election at any time upon further written notice 
to the Settlement System Administrator.

34.3	Charges:  The Executive Committee shall be entitled to 
require that a fee or other charge (not exceeding 500 pounds 
sterling per dispute or such other sum as the Pool Members in 
general meeting may from time to time approve) be levied on and 
paid by a Party in respect of any dispute concerning Settlement 
or its operation (including with respect to data) referred by 
such Party for determination to the Executive Committee or any 
sub-committee thereof.  Such fee or other charge shall be levied, 
paid and collected in such manner and at such time as the 
Executive Committee shall direct and the relevant Party hereby 
undertakes to pay any such fee or other charge so levied.  Any 
such fee or other charge shall at the option o f the Executive 
Committee (i) be refunded in whole or in part to the Party which 
paid the same, or (ii) be applied against the administration 
costs of whatsoever nature of the Executive Committee or the 
relevant sub-committee.

34.4	Externally Interconnected Parties' costs:

34.4.1	An Externally Interconnected Party shall be entitled to 
recover in accordance with this Clause 34.4 its costs and 
expenses reasonably incurred in acting in accordance with this 
Agreement as the Externally Interconnected Party for its 
Corresponding External Pool Members (as defined in the Pool 
Rules).

34.4.2	Not later than 30 days after the beginning of each 
Accounting Period (commencing with the Accounting Period 
beginning in 1992) each Externally Interconnected Party shall 
submit in writing to the Executive Committee for approval (such 
approval not to be unreasonably withheld) reasonable details of 
the costs and expenses anticipated as likely to be incurred by it 
in its capacity as an Externally Interconnected Party in that 
Accounting Period and (commencing with the Accounting Period 
beginning in 1993) of the actual costs and expenses so incurred 
by it in the immediately preceding Accounting Period.  If 
approved by the Executive Committee, all such costs and expenses 
shall be recovered by an Externally  Interconnected Party from 
its Corresponding External Pool Members in accordance with Clause 
34.4.3.  If not so approved, the Externally Interconnected Party 
shall revise and resubmit to the Executive Committee the said 
details as often as may be required in order to obtain such 
approval.

34.4.3	Each Corresponding External Pool Member shall reimburse 
its Externally Interconnected Party its due proportion of all its 
Externally Interconnected Party's approved costs and expenses 
within 28 days after receipt of an invoice from its Externally 
Interconnected Party.  The Externally Interconnected Party shall 
issue invoices in respect of each Quarter on or after the Quarter 
Day relating thereto.  Invoices shall be based on approved 
anticipated costs and expenses for the relevant Accounting Period 
and the first invoice for each Accounting Period (commencing with 
the Accounting Period beginning in 1993) shall include any 
correction that may be necessary on account of the approved 
actual costs and expenses being different from the approved 
anticipated costs and expenses for the immediately preceding 
Accounting Period.

34.4.4	For the purposes of this Clause 34.4 a Corresponding 
External Pool Member's due proportion of its Externally 
Interconnected Party's approved costs and expenses for each 
Quarter shall be calculated as follows:

(a)	the aggregate of the Externally Interconnected Party's 
approved costs and expenses shall be divided by two;

(b)	as to one half of such approved costs and expenses, the 
Corresponding External Pool Member's due proportion shall be the 
proportion which the sum of (i) the number of its Generation 
Trading Blocks and (ii) one (representing the notional Consumer 
referred to in paragraph 26.5.2(d) of the Pool Rules) bears to 
the sum of (a) the total number of the Generation Trading Blocks 
of all Corresponding External Pool members the Externally 
Interconnected Party of which is the same as that for the 
Corresponding External Pool Member in question and (b) the number 
of all such Corresponding External Pool Members, and each such 
Corresponding External Pool Member shall for this purpose be 
allocated at least one Generation Trading Block; and

(c)	as to the other half of such approved costs and expenses, 
the Corresponding External Pool Member's due proportion shall be 
the proportion which its Gross Traded Energy for the Quarter in 
question bears to the aggregate of the Gross Traded Energy for 
that Quarter of all Corresponding External Pool Members the 
Externally Interconnection Party of which is the same as that for 
the Corresponding External Pool Member in question, and for this 
purpose "Gross Traded Energy" in respect of any Quarter and any 
Corresponding External Pool Member shall be the aggregate amount 
of Active Energy (measured in kWh ) bought and sold pursuant to 
this Agreement by such Corresponding External Pool Member in its 
capacity as such in that Quarter.

34.4.5	The foregoing provisions of this Clause may be amended 
or varied in respect of an Externally Interconnected Party and 
its Corresponding External Pool Members (or any of them) by prior 
written agreement of that Externally Interconnected Party, all 
its Corresponding External Pool Members and the Executive 
Committee.

34A SECOND TIER SYSTEM CHARGES

34A.1	The Following provisions of this Section 34A shall 
apply in respect of each of the Accounting Periods beginning on 
1st April, 1994, 1st April, 1995, 1st April, 1996 and 1st April, 
1997 (each a "Specified Accounting Period").

34A.2	Subject to Section 34A.6, the Second Tier Suppliers' 
System Charge for a Specified Accounting Period shall be 
determined by the Executive Committee as the amount per annum to 
be charged to each Second Tier Supplier in respect of each Second 
Tier System supplied by such Supplier.

34A.3	Subject to Section 34A.6, the Second Tier Suppliers' 
Non-Pooled Generation System Charge for a Specified Accounting 
Period shall be determined by the Executive Committee as the 
amount per annum to be charged to each Second Tier Supplier in 
respect of each Non-Pooled Generator for whose Metering System 
such Second Tier Supplier is the Registrant.

34A.4	Subject to Section 34A.6, the Suppliers' System Charge 
for a Specified Accounting Period shall be determined by the 
Executive Committee as the amount per annum to be charged to each 
Supplier (other than a Second Tier Supplier) in respect of each 
Non-Second Tier System in that Supplier's authorised area.

34A.5	The second tier system charge payable by a Supplier in 
respect of each calendar month in a Specified Accounting Period 
shall be calculated as follows:

(a)	in respect of each Second Tier Supplier, in accordance with 
the following formula:

Second Tier Suppliers' System Charge times NOSP divided by 12

where NOSP is the total number of Second Tier Systems supplied by 
such Supplier at the beginning of the relevant calendar month;

(b)	in respect of each Second Tier Supplier and in addition to 
the charge in Section 34A.5(a), in accordance with the following 
formula:

Second Tier Suppliers' Non-Pooled Generation System Charge times 
NNPG divided by 12

where NNPG is the total number of Metering Systems of Non-Pooled 
Generators for which such Second Tier Supplier is the Registrant 
at the beginning of the relevant calendar month;

(c)	in respect of each Supplier (other than a Second Tier 
Supplier), in accordance with the following formula:

Suppliers' System Charge times NMS divided by 12

where NMS is the total number of Non-Second Tier Systems in that 
Supplier's authorised area as at the beginning of that month;

(d)	for these purposes, the numbers of Second Tier Systems and 
of Non-Second Tier Systems as at the beginning of each calendar 
month shall be as notified to the Settlement System Administrator 
(who shall then notify the Director) by the relevant Suppliers 
(and the Settlement System Administrator being entitled, in the 
absence of any notification to the contrary, to rely on the last 
such notification and other information in its possession) and, 
in the event of any dispute between the Parties, shall be as 
determined by the Director (whose determination shall be final 
and binding); and

(e)	only those Second Tier Systems in respect of which data 
collection costs are incurred by Second Tier Agents or the 
Settlement System Administrator shall be used in determining the 
number of Second Tier Systems.

34A.6	If in respect of any Specified Accounting Period (other 
than the one beginning on 1st April, 1997) the aggregate of all 
second tier system charges payable pursuant to Sections 34A.5(a), 
34A.5(b) and 34A.5(c) and received by the Settlement System 
Administrator is less than or (as the case may be) more than the 
Total Second Tier System Charges for such Specified Accounting 
Period the deficit or (as the case may be) the surplus shall be 
carried forward to the immediately succeeding Specified 
Accounting Period and shall be included in the calculation of the 
Total Second Tier System Charges therefor.

34A.7	The Executive Committee will use its reasonable 
endeavours to ensure that the aggregate of all second tier system 
charges payable pursuant to Sections 34A.5(a), 34A.5(b) and 
34A.5(c) and received by the Settlement System Administrator in 
respect of the Accounting Period beginning on 1st April, 1997 
meets the Total Second Tier System Charges specified for that 
Accounting Period.  There shall be no carry forward of any such 
deficit or surplus arising in respect of the Specified Accounting 
Period beginning on 1st April, 1997.

PART VIII

THE SETTLEMENT SYSTEM AND COMPUTER OPERATIONS

35 DEVELOPMENT OF THE SETTLEMENT SYSTEM

35.1	Development:  The Settlement System shall be developed under 
the overall control of the Executive Committee.  All developments 
of and changes to the Computer Systems shall be made in 
accordance with the terms and the Development Policies.

35.2	Delegation:  Save as provided by the Development Policies, 
the Executive Committee shall be entitled to delegate all or any 
of its rights, powers and duties under Clause 35.1 and the 
Development Policies to such person(s) and on such terms and 
conditions as from time to time it may see fit.

35.3	Development Policies:

35.3.1(a)	the matters addressed by the Development Policies are 
set out in the list of contents in the Development Policies.  
These general headings define the scope of the Development 
Policies.

35.3.1(b)	The scope of the Development Policies may be amended at 
any time and from time to time by written agreement of the 
Executive committee and the Settlement System Administrator.

35.3.1(c)	Any amendment to any of the matters addressed by the 
Development Policies or any addition or substitution to the 
Development Policies which does not extend or restrict (other 
than in a way or to an extent which can reasonably be regarded as 
de minimis) the scope of the Development Policies may be made at 
any time and from time to time, and shall be effective if so 
made, by the Executive Committee after consultation with the 
Settlement System Administrator unless such matter is one covered 
by the headings in Schedule 16 and in which event such amendment, 
addition or substitution may be made and shall be effective only 
by written agreement of the Executive Committee and the 
Settlement System Administrator.

35.3.2	Without prejudice to Clause 35.3.1(c), Schedule 16 may 
be changed at any time and from time to time by written agreement 
of the Executive Committee and the Settlement System 
Administrator.

35.3.3	Each of the Parties undertakes to comply with (and the 
Pool Members undertake to ensure that the Executive Committee 
complies with) the Development Policies.

35.4	SSA's comments:  The Executive Committee or the particular 
sub-committee or sub-group in respect off any development of the 
Settlement System shall take into account all reasonable comments 
of the Settlement System Administrator in relation to the 
specification, design, testing and implementation requirements of 
any development of the Settlement System where such comments 
relate to the operational compatibility or consistency with the 
Settlement System or the ability of the Settlement System 
Administrator to comply with this Agreement, the Act or NGC's 
Transmission Licence.

35.5	Provision of data and information:  Each Party shall ensure 
that all data and information necessary to enable any testing of 
the Settlement System or any development thereof or change 
thereto required under the Development Policies and which is 
permitted to be released by the Settlement System Administrator 
under the Pool Rules or as otherwise expressly provided herein is 
supplied to the Executive Committee or as it may direct and to 
the Settlement System Administrator, and each Party shall use all 
reasonable endeavours to co-operate with and support any such 
testing.

35.6	Provision of data and information to authorised person:  The 
Parties shall provide or ensure that the Settlement System 
Administrator provides all data and information required under 
Clause 35.5 to such persons as may from time to time be 
authorised by the Executive Committee to receive the same 
provided that such persons shall have executed a confidentiality 
undertaking in such form as the Executive Committee may from time 
to time determine.  If the Settlement System Administrator is not 
permitted to required to release any data and information by 
reason only of the confidential nature of such data and 
information it shall and may provide representative data  to the 
extent required for such testing.

35.7	Inconsistencies and conflicts:  In the event of any 
inconsistency or conflict between the provisions of this 
Agreement and the provisions of the Development Policies, the 
provisions of this Agreement shall prevail.

36	CHANGE MANAGEMENT

36.1	Change Management Policies:  In order to ensure that 
developments of and changes to the Settlement System are brought 
into effect in an ordered and controlled manner, each of the 
Parties undertakes to comply with the Change Management Policies.

36.2	Amendments:  The Change Management Policies may be amended 
at any time and from time to time by the Executive Committee 
after consultation with the Settlement System Administrator.

37 SOFTWARE

37.1	[Not used].

37.2	Warranties:  Without prejudice to Service Line 19 (System 
Integration) and Section 9 of Schedule 4, nothing in this 
Agreement shall imply or impose any requirement on the Settlement 
System Administrator to give any warranty with respect to any 
Software.

37.3	No liability:  Each Party acknowledges that neither NGC nor 
Energy Settlements and Information Services Limited shall have 
any liability in respect of any software developed before the 
Effective Date.

38 [Not used]

39 [Not used]

40	[Not used]

41 NOTIFICATION OF DEFECTS BY POOL MEMBERS

Each Pool Member undertakes to the Settlement System 
Administrator and each other Pool Member promptly to notify the 
Settlement System Administrator and the Executive Committee in 
writing of any defects of which it is or becomes aware in the 
Software or its operation and to provide such further information 
as may reasonably be required by the Settlement System 
Administrator to identify, isolate and correct such defect.

42 [Not used]

43 [Not used]

44 [Not used]

45 ESCROW ARRANGEMENTS

45.1	Escrow Agreement:  On 17th March, 1992 the Settlement System 
Administrator (for itself and on behalf of the Pool Members 
acting through the Executive Committee) entered into an escrow 
agreement (the "Escrow Agreement") in the form set out in 
Schedule 7 with the National Computing Centre Limited (the 
"Custodian").  The Settlement System Administrator has deposited 
or will deposit as soon as it comes into existence:

45.1.1	a copy of the source code and load (machine executable) 
modules relating to all Developed Application Software (as 
defined in Schedule 4) together with all job control language and 
licensed software system tables, each in a machine readable form 
and the source code and job control language in a hard copy for; 
and

45.1.2	a copy of all related manuals and other associated 
documentation, including:

(a)	any user requirement documents, together will all associated 
authorised change requests;

(b)	any functional specification documents associated with those 
documents described in paragraph (a) above, together with all 
authorised change requests associated with the relevant 
functional specification;

(c)	to the extent available to the Settlement System 
Administrator, any design specification documents associated with 
those documents described in paragraphs (a) and (b) above, 
together with all authorised change requests associated with the 
relevant design specification;

(d)	any program and/or user guides prepared to assist in the 
day-to-day operation and future development of the computer 
programs (including records of test cases together with the 
associated test input and output data used for validation 
purposes);

(e)	any relevant test strategy schedules and acceptance test 
schedules as specified for functional and operational end to end 
testing;

(f)	any relevant test acceptance certificates and reports for 
all tests recording comments and observations made on the 
appropriate test where such tests are commissioned by the 
Settlement System Administrator;

(g)	any relevant client acceptance certificates and Pool 
Auditor's reports, together with any reports recording such 
clients' and the Pool Auditor's observations and comments on the 
tests;

(h)	any relevant compilation or detailed operating procedures 
required in connection with any of the relevant paragraphs in 
this Clause 45.1.2;

(i)	all Software licences for Licensed Application Software (as 
defined in Schedule 4); and

(j)	a list detailing all versions of Licensed Application 
Software (including operating systems and compilers) used in 
creating each version of the object code detailing the version 
numbers used and any program temporary fixes or equivalent mode,

(together the "Material").

If, after the consultation with the Settlement System 
Administrator, the Executive Committee shall so request:

(A)	the Settlement System Administrator shall use its reasonable 
endeavours (which may include the payment of a fee or further fee 
recoverable through the Charging Procedure) to procure that any 
licence for any Licensed Application Software is on terms or 
amended terms that permit the deposit of such Licensed 
Application Software with a reputable software escrow agent 
approved by the Executive Committee on the terms of an escrow 
agreement approved by the Executive Committee and the Settlement 
System Administrator (in the case of the Settlement System 
Administrator such approval not to be unreasonably withheld), and

(B)	NGC shall use its reasonable endeavours to procure that any 
licence for any Licensed Application Software licensed by it to 
the Settlement System Administrator is on terms or amended terms 
that permit the deposit of such Licensed Application Software 
with a reputable software escrow agent approved by the Executive 
Committee on the terms of an escrow agreement approved by the 
Executive Committee and NGC (in the case of NGC such approval not 
to be unreasonably withheld).

45.2	Updating:  The Settlement System Administrator shall ensure 
that the Material deposited with the Custodian is kept fully up-
to-date and reflects all Modifications (as defined in the Escrow 
Agreement) and shall deposit a copy of all Modifications with the 
Custodian as soon as the same are available, all in accordance 
with the terms and subject to the conditions of the Escrow 
Agreement.

45.3	Notification to Executive Committee:  The Settlement System 
Administrator shall notify the Executive Committee promptly of 
the delivery of each Modification to the Custodian.

45.4	Amendments:  Any amendment to or variation of the Escrow 
Agreement shall be made in accordance with tits terms provided 
that the Settlement System Administrator shall not make or agree 
to any such amendment or variation without the prior written 
consent of the Executive Committee.

46 [Not used]

PART IX

THE POOL AUDITOR AND SCHEDULING AND DESPATCH REVIEWS

47 THE POOL AUDITOR AND SCHEDULING AND DESPATCH REVIEWS

47.1	Appointment and removal:  The Executive Committee shall 
(after consultation with the Settlement System Administrator) 
from time to time appoint a firm of accountants of 
internationally recognised standing to carry out:

47.1.1	audits of the calculations and allocations performed by 
the Settlement System, such audits to be carried out annually;

47.1.2	audits of the Funds Transfer System, such audits to be 
carried out annually;

47.1.3	tests and/or checks on new items or versions of 
Software;

47.1.4	reviews of Agreed Procedures and Codes of Practice, as 
required from time to time by the Executive Committee; and 

47.1.5	audits, reviews, tests and/or checks of such other 
matters as are otherwise designated under this Agreement for 
reference to it and, where not so designated, such other audits, 
reviews, tests and/or checks as the Executive Committee may from 
time to time reasonably require( having regard, in particular, to 
the disruptive effect of the same on the business and operations 
of the Parties),

and to assist, upon request of the Executive Committee, in the 
preparation of Works Programmes pursuant to Clause 5.9.

The Executive Committee shall have the right at any time and from 
time to time (after consultation with the Settlement System 
Administrator) to remove from office as Pool Auditor any firm of 
accountants so appointed by it, but the Executive Committee shall 
ensure that there shall at all times be a Pool Auditor.

47.2	Scheduling and Despatch Review:

47.2.1	The Grid Operator shall (after consultation with the 
Executive Committee) decide upon the appointment from time to 
time of such firm of accountants of internationally recognised 
standing as the Executive Committee shall approve (such approval 
not to be unreasonably withheld or delayed) to carry out reviews 
("Scheduling and Despatch Reviews") of the Scheduling and 
Despatch processes under the Grid Code, such reviews to be 
carried out, until the first anniversary of the Effective Date, 
at such time or times as shall be agreed between the Grid 
Operator and the Executive Committee and, thereafter, annually.  
The objective and scope of each such review is set out in 
Schedule 19.

47.2.2	The Grid Operator shall have the right at any time and 
from time to time (after consultation with the Executive 
Committee) to decide upon the removal from office of the firm of 
accountants so appointed by it with the consent of the Executive 
Committee (such consent not to be unreasonably withheld or 
delayed).

47.2.3	The auditor carrying out the Scheduling and Despatch 
Review shall report to the Grid Operator.

47.3	Scope of Work:

47.3.1	The terms of engagement and scope of the work to be 
carried out by the Pool Auditor shall be in accordance with the 
terms of this Agreement  and as determined from time to time by 
the Executive Committee (after consultation with the Pool Auditor 
and, where appropriate, the Settlement System Administrator or 
the Pool Funds Administrator) and the Pool Auditor shall report 
to the Executive Committee.  The Executive Committee shall, upon 
request, provide each Pool Member, the Director, any Party which 
has applied pursuant to Clause 8.2 to become a Pool member and 
(as appropriate) the Settlement System Administrator or the Pool 
Funds Administrator with a copy of such terms of engagement.

47.3.2	Any opinion or report of the auditor carrying out the 
Scheduling and Despatch Review shall be addressed to the Grid 
Operator (for its own benefit) and a copy thereof shall be sent 
to the Executive Committee and to each Pool Member, the Director, 
the Settlement System Administrator and the Pool Funds 
Administrator (each of whom shall be entitled to rely on it).

47.4	Notification of disputes:  Upon written request of the Pool 
Auditor or, where the dispute relates to Scheduling and Despatch, 
the auditor carrying out the Scheduling and Despatch Review, a 
Party shall promptly provide the Pool Auditor or (as the case may 
be) the auditor carrying out the Scheduling and Despatch Review 
with a written statement of all disputes under or in connection 
with this Agreement or any Ancillary Services Agreement which are 
then outstanding and which involve such Party or which the 
relevant Party believes may arise and are likely to involve such 
Party, and (subject to any supervening obligations of 
confidentiality binding on such party) such statement shall 
include reasonable details of each such dispute.

48 AUDIT INSTRUCTIONS

48.1	Frequency:

48.1.1	Audits, tests, reviews and checks pursuant to Clause 
47.1 shall be carried out at such time or times as the Executive 
Committee shall determine (after consultation with the Pool 
Auditor and, where appropriate, the Settlement System 
Administrator or the Pool Funds Administrator) and any such 
audit, test, review or check shall relate to such period(s) as 
the Executive Committee and the Pool Auditor shall agree.

48.1.2	The review pursuant to Clause 47.2 shall be carried out 
at such time or times as the Grid Operator shall determine and 
the Executive Committee shall approve (such approval not to be 
unreasonably withheld or delayed).

48.1.3	In good time before each annual general meeting of Pool 
Members:

(a)	the Executive Committee shall instruct the Pool Auditor to 
prepare the report referred to in Clause 9.1.2; and

(b)	the Grid Operator shall instruct the auditor carrying out 
the Scheduling and Despatch Review to prepare the report referred 
to in Clause 47.2.3.

48.2	Opinions and reports:  Any opinion or report of the Pool 
Auditor required by the Executive Committee shall be addressed to 
the Executive Committee for the benefit of all Pool Members and 
to such other person(s) as the Executive Committee may direct and 
a copy thereof shall be sent by the Executive Committee to each 
Pool Member and the Director and, if requested and the Executive 
Committee approves, the Settlement System Administrator and the 
Pool Funds Administrator shall be entitled to rely upon the same 
in any legal proceedings (including arbitration)).

48.3	Concerns and recommendations:

48.3.1	In instructing the Pool Auditor in respect of any of 
the matters referred to in Clause 47.1 the Executive Committee 
shall require the Pool Auditor:

(a)	forthwith to report any material concerns with respect to 
matters the subject of the relevant audit, test, review and/or 
check; and

(b)	to make such recommendations as to changes in the 
procedures, controls and/or audit coverage as the Pool Auditor 
considers appropriate.

Upon receipt of any such report or recommendation the Executive 
Committee shall, after consultation with the Settlement System 
Administrator or (in the case of the review referred to in Clause 
47.1.2) the Pool Funds Administrator, prepare and send or cause 
to be prepared and sent a report to Pool Members, the Pool 
Auditor and the Director and the Settlement System Administrator 
or (as the case may be) the Pool Funds Administrator enclosing a 
copy of the Pool Auditor's report or recommendation.  The 
Executive Committee shall instruct the Settlement System 
Administrator or (as the case may be) the Pool Funds 
Administrator to carry out such corrective action as the Pool 
Members in general meeting may approve or (where such approval is 
not required by the terms of this Agreement) as the Executive 
Committee may resolve consequent upon receipt of the Executive 
Committee's report ( which the Settlement System Administrator 
and the Pool Funds Administrator undertake promptly to do).

48.3.2	In instructing the auditor in respect of the Scheduling 
and Despatch Review the Grid Operator shall require the auditor 
to make the reports and recommendations referred to in Clauses 
48.3.1(a) and (b).  Upon receipt of a copy of any such report or 
recommendation the Executive Committee shall, after consultation 
with the Settlement System Administrator and the Grid Operator, 
prepare or send or cause to be prepared and sent a report to Pool 
members, the auditor carrying out the Scheduling and Despatch 
Review and the Settlement System Administrator enclosing a copy 
of the report or recommendation.  The Executive Committee may 
instruct the Grid Operator to carry out such corrective action as 
may be reasonable and practicable in all the circumstances and 
which is consistent with the Grid Code which the Pool Members in 
general meeting shall approve.

48.4	Access:

48.4.1	To the extent that the Pool Auditor reasonably requires 
in order to be satisfied that the Pool Funds Administrator is 
complying with its obligations under this Agreement and the 
Agreed Procedures, the Pool Funds Administrator shall permit the 
Pool Auditor unrestricted access to its operation of the Funds 
Transfer System, the Funds Transfer Hardware and the Funds 
Transfer Software and all data used, information held and records 
kept by the Pool Funds Administrator or its agents in the conduct 
of that operation and shall make available members of its staff 
to explain such operation and such other issues as the Pool 
Auditor considers relevant.

48.4.2	The Grid Operator shall permit the auditor carrying out 
the Scheduling and Despatch Review unrestricted access to that 
part of its business as relates to Scheduling and Despatch and 
the operation of BPS GOAL and all data used, information held and 
records kept by the Grid Operator in the conduct of such business 
and shall make available members of its staff to explain such 
operations and such other issues as the auditor considers 
relevant.

48.5	Costs:

48.5.1	The costs of any corrective action on the part of the 
Settlement System Administrator pursuant to Clause 48.3.1 shall 
be as agreed between the Pool Auditor and the Executive Committee 
(after consultation with the Settlement System Administrator) and 
shall be borne in accordance with the PFA Accounting Procedure.

48.5.2	The costs of any audit, test, review or check pursuant 
to Clause 47.1.1 to 47.1.5 (Inclusive) and any corrective action 
on the part of the Pool funds Administrator pursuant to Clause 
48.3.1 shall be as agreed between the Pool Auditor and the 
Executive Committee (after consultation with the Pool Funds 
Administrator in the case of any such corrective action) and 
shall be borne by the Pool Funds Administrator and recovered by 
it in accordance with the PFA Accounting Procedure.

48.5.3	The costs of any review pursuant to Clause 47.2 and any 
corrective action on the part of the Grid Operator pursuant to 
Clause 48.3.2 shall be borne by the Grid Operator.

48.6	Conflict:  The Executive Committee shall require the Pool 
Auditor and the auditor carrying out the Scheduling and Despatch 
Review to disclose to the Executive Committee the existence and 
nature of all audit assignments with any Party.

48.7	Own auditors' review:  Each Pool Member may request of the 
Executive Committee that its own external auditors be permitted 
to liaise with the Pool Auditor and the auditor carrying out the 
Scheduling and Despatch Review in accordance with normal 
professional standards, including provision of access to working 
papers.  The Executive Committee shall take such steps as may 
reasonably be required of it to ensure that each of the Pool 
Auditor and the auditor carrying out the Scheduling and Despatch 
Review co-operates accordingly (subject to Clause 48.9).

48.8	Pool Auditor's rights:  The Pool Auditor shall be entitled 
to attend and speak at meetings of the Executive Committee and at 
general meetings and separate general meetings of Pool Members.  
The Pool Auditor shall be entitled to resign upon giving prior 
notice to the Executive Committee (the period of such notice (if 
any) to be set out in the terms of its appointment).  Should the 
Pool Auditor resign, be removed from office or not be reappointed 
the Pool Auditor shall have the right to communicate directly 
with Pool Members if it believes there are matters which should 
be brought to their attention.

48.9	Confidentiality:

48.9.1	The Pool Auditor shall as a condition precedent to its 
appointment execute a confidentiality undertaking in favour of 
each of the Settlement System Administrator, the Pool Funds 
Administrator, the Grid Operator and the Ancillary Services 
Provider and the Executive Committee on behalf of all Pool 
Members in such form as may be reasonably required from time to 
time by the Executive Committee.

48.9.2	The auditor carrying out the Scheduling and Despatch 
Review shall as a condition precedent to its appointment execute 
a confidentiality undertaking in such form as may be reasonably 
required from time to time by the Grid Operator and which shall 
be approved by the Executive Committee (such approval not to be 
unreasonably withheld or delayed).

48.9.3	If requested by the Settlement System Administrator, 
the Pool Funds Administrator, the Grid Operator or the Ancillary 
Services provider, the auditor carrying out the Scheduling and 
Despatch Review shall execute a confidentiality undertaking in 
favour of the relevant one of them in such form as the Executive 
Committee may from time to time approve (such approval not to be 
unreasonably withheld or delayed).

48.10	Scheduling and Despatch Auditor:  The auditor appointed 
to carry out the Scheduling and Despatch Review shall be entitled 
to attend and speak at meetings of the Executive Committee and at 
general meetings and separate general meetings of Pool Members 
where matters relating to Scheduling and Despatch are to be 
discussed or considered.  The auditor shall be entitled to resign 
upon giving prior notice to the Grid Operator (who shall send a 
copy forthwith to the Executive Committee) (the period of such 
notice, if any, to be as set out in the terms of its 
appointment).  Should the auditor resign, be removed from office 
or not be reappointed it shall have the right to communicate 
directly with Pool Members if it believes that there are matters 
which should be brought to their attention.

PART X

THE GRID OPERATOR'S RESPONSIBILITIES

49 RESPONSIBILITIES

	The Grid Operator shall have the following duties, 
responsibilities and obligations under this Agreement:

49.1	PORTHOLE:  Ensuring that, insofar as relevant to the 
operation of the Settlement System and the Pool Rules, PORTHOLE 
will in its operation comply with its user and functional 
specifications.

49.2	Services:  Making available to any successor Settlement 
System Administrator those services necessary for the proper 
functioning of the Settlement System which the Grid Operator made 
available to the incumbent Settlement System Administrator at any 
time in the twelve month period prior to the resignation or 
removal of such incumbent Settlement System Administrator, in any 
such case upon such terms as may be agreed between the Grid 
Operator, such successor Settlement System Administrator and the 
Executive Committee.

49.3	Generally:  Such other duties, responsibilities and 
obligations as are set out in this Agreement.

50 STANDARD OF CARE

50.1	Standard of care:  In the exercise of its duties and 
responsibilities under this Agreement the Grid Operator shall 
exercise that degree of care, diligence, skill and judgment which 
would ordinarily be expected of a reasonably prudent operator of 
the NGC Transmission System taking into account the circumstances 
actually known to the Grid Operator, its officers and employees 
at the relevant time or which ought to have been known to it or 
them had it or they made such enquiries as were reasonable in the 
circumstances.

50.2	Miscellaneous:

50.2.1(a)	The Grid Operator shall be entitled to rely upon any 
direction or instruction of the Executive Committee or the Chief 
Executive (if any) if the same is signed by way of authority in 
accordance with Clause 50.2.4 on behalf of two or more Committee 
members or on behalf of the Chief Executive and shall not be 
obliged to comply with any direction or instruction of any sub-
committee of the Executive Committee or any delegate of the 
Executive Committee other than the Chief Executive (unless such 
direction or instruction is shown as having been ratified by the 
Executive Committee).

50.2.1(b)	The Grid Operator shall be entitled to rely upon any 
communication or document reasonably believed by it to be genuine 
and correct and to have been communicated or signed by the person 
by whom it purports to be communicated or signed and shall not be 
liable to any of the Parties for any of the consequences of such 
reliance.

50.2.2	Compliance with the Director's directions:  No 
liability whatsoever shall attach to the Grid Operator as a 
result of due compliance by it with any directions and 
instructions of the Director, provided that in complying with 
such directions and instructions the Grid Operator is at all 
times acting in good faith.

50.2.3	Prior approval:  Where by terms of this Agreement the 
Grid Operator is required to obtain the prior directions, 
instructions, approval or consent of the Executive Committee or 
the Chief Executive, the Grid Operator shall have no authority 
to, and shall not, act unless the requisite directions, 
instructions, approval or consent have first been obtained.  
Notwithstanding the foregoing sentence, nothing in this Agreement 
shall prevent the Executive Committee from ratifying any act of 
the Grid Operator.

50.2.4	Express authority:  All directions and instructions of 
the Executive Committee or the Chief Executive to the Grid 
Operator shall, as between the Grid Operator and the Pool 
Members, be deemed to have the express authority of, and shall be 
binding without reservation upon, all Pool Members.

50.2.5	Authority of Pool Members:  The Grid Operator shall not 
be bound to act in accordance with the directions or instructions 
of the Pool Members unless the Pool Members act through the 
Executive Committee.

50.2.6	General Meetings:  The Grid Operator shall not be 
obliged to take any steps to ascertain whether any resolution of 
Pool Members in general meeting or of any class of Pool Members 
in separate general meeting which it is advised by the Executive 
Committee or the Chief Executive as having been passed was in 
fact passed or passed by the requisite majority and until the 
Grid Operator shall have express written notice to the contrary 
form the Executive Committee or the Chief Executive it shall be 
entitled to assume that the relevant resolution was passed or (as 
the case may be) the relevant requisite majority was obtained.

50.2.7	Exceptions:  Notwithstanding the foregoing provisions 
of this sub-clause 50.2, in the performance of its duties and 
responsibilities under this Agreement the Grid Operator shall not 
be bound to act in accordance with the directions or instructions 
of the Executive Committee or the Chief Executive if:

(a)	to do so would cause the Grid Operator to breach any of its 
obligations under the Act or its Transmission Licence; or 

(b)	the Grid Operator has reasonable grounds for believing that 
it would so breach any of such obligations and has consulted the 
Director and:

(i)	the Director has not indicated that in his view it would not 
involve any such breach; or

(ii)	the Director has indicated that, notwithstanding any such 
actual or potential breach, the Director would not be minded to 
enforce compliance with those obligations and the Grid Operator 
has received an indemnity reasonably satisfactory to it in 
respect of its acting in accordance with such directions and 
instructions.

	In any such event the Grid Operator shall promptly notify 
the Executive Committee.

50.2.8	Reference to the Director:  If at any time the Grid 
Operator has a concern which is properly  and reasonably founded 
that, in acting in accordance with any direction or instruction 
of the Executive Committee or the Chief Executive, it will breach 
one or more of its obligations under the Act or its Transmission 
Licence, then, if having discussed the matter with the Executive 
Committee the matter remains unresolved, the Grid Operator shall 
either comply with such direction or instruction or by notice in 
writing refer the same to the Director, such notice to set out in 
full the directions or instructions given to the Grid Operator 
and the grounds for such concern and to be copied to the 
Executive Committee.  Pending any guidance from the Director in 
response to any such reference is misconceived, vexatious or in  
or in respect of an improperly or unreasonably founded concern, 
the Grid Operator shall not be liable to any of the other Parties 
for refusing to act in accordance with the relevant direction or 
instruction.  If the Director shall express such a view, the Grid 
Operator shall be so liable.

PART XI

ANCILLARY SERVICE AND THE ANCILLARY SERVICES PROVIDER

51 ANCILLARY SERVICES

51.1 Obligations:  The obligations of the Ancillary Services 
Provider and the Grid Operator pursuant to this Clause 51 shall 
be owed to each and every Supplier.

51.2	Obligations of Ancillary Services Provider:  The Ancillary 
Services Provider shall:

51.2.1	implement, maintain and operate all such systems as are 
necessary to enable it properly to carry out the Ancillary 
Services Business in accordance with the Transmission Licence;

51.2.2	operate the Ancillary Services Business in an efficient 
and economic manner;

51.2.3	maintain such records, data and other information as 
the Pool Auditor may from time to time by notice in reasonable 
detail to the Ancillary Services Provider reasonably require for 
the purposes of this Part XI or as may otherwise be reasonably 
necessary to enable the Ancillary Services Provider to comply 
promptly and fully with its obligations under this Agreement;

51.2.4	retain in electronic or machine readable form for a 
period of not less than eight years (or such longer period as the 
Pool Auditor may from time to time reasonably require), copies of 
all records, data and information referred to in Clause 51.2.3 in 
respect of the Ancillary Services;

51.2.5	provide to the Settlement System Administrator who 
shall promptly provide the same to each Supplier monthly and 
annual statements giving aggregate payment details separately in 
respect of each of the following items:

(a)	Reactive Energy;

(b)	frequency control;

(c)	Black Start Capability (as defined in the Grid Code);

(d)	lost opportunity costs;

(e)	supplies of Ancillary Services to Externally Interconnected 
Parties;

(f)	adjustments for disputes which have been settled or 
otherwise determined; and

(g)	the Ancillary Services Provider's business charges.

together with a statement of the sum of all such items, and each 
of the Parties agrees to such information being so provided;

51.2.6	not transfer or seek to transfer any of its duties or 
responsibilities as Ancillary Services Provider save to NGC's 
successor as Grid Operator where NGC is removed as Grid Operator 
(but not further or otherwise);

51.2.7	upon a successor Grid Operator being appointed (so far 
as it is able), transfer to such successor all data, records, 
other information, assets, equipment, facilities, rights and 
know-how which it has (excluding freehold and leasehold real 
property) and which are necessary to carry out the duties and 
responsibilities of the Ancillary Services Provider and which are 
not otherwise readily obtainable by such successor including all 
original and copy material relating to the same and, in 
consideration for such transfer, the Suppliers shall jointly and 
severally pay to the Ancillary Services Provider a reasonable sum 
to reflect the costs of, and the costs of transferring, such 
material, such sum to be determined pursuant to Clause 83 in 
default of agreement between the Suppliers and Ancillary Services 
Provider; and

51.2.8	ensure that all agreements or arrangements for the 
provision of Ancillary Services to Externally Interconnected 
Parties are on the best commercial terms reasonably available.

51.3	Obligations of Suppliers:  Each Supplier shall pay the 
Ancillary Services Provider the amount allocated to such Supplier 
for Ancillary Services in any Settlement Period for Ancillary 
Services in accordance with this Agreement.

51.4	Obligation of Grid Operator:  The Grid Operator shall 
enforce the Master Connection and Use of System Agreement and 
each Supplemental Agreement (insofar as it concerns the provision 
of Ancillary Services) in accordance with their respective terms 
in all circumstances in which it is reasonable to do so having 
regard to its obligations under the Act, the Transmission Licence 
and the Grid Code.

51.5	Audit of Ancillary Services:

51.5.1	The Suppliers may require the Pool Auditor to carry out 
audits, tests, checks or reviews in relation to the operation by 
the Ancillary Services Provider of the Ancillary Services 
Business as Suppliers may from time to time reasonably require 
(having regard, in particular, to the disruptive effect of the 
same o n the business and operations of the Ancillary Services 
Provider).  The terms of engagement for any such audit, test, 
check or review shall be made available to the Ancillary Services 
Provider.

51.5.2	The Suppliers shall not require more than two audits, 
tests, checks and reviews pursuant to Clause 51.5.1 in any 
Accounting Period.

51.5.3	On instructing the Pool Auditor pursuant to Clause 
51.5.1, the Supplier(s) concerned may require the Pool Auditor:

(a)	forthwith to report any material concerns with respect to 
matters the subject of the relevant audit, test, check or review; 
and

(b)	to make such recommendations as to changes in the 
procedures, controls and/or audit coverage of the Ancillary 
Services Business as the Pool Auditor considers appropriate.

51.5.4	The Ancillary Services Provider shall permit the Pool 
Auditor such access to its Ancillary Services' operations and all 
records, documents, data and other information (other than 
Excluded Information) held by the Ancillary Services Provider in 
the conduct of such operations in each case as the Pool Auditor 
may reasonably require and shall make available members of its 
staff to explain such operations and such other issues as the 
Pool Auditor considers relevant.  The Pool Auditor shall not 
disclose and shall not be obliged to disclose to any Supplier 
details of prices paid to each Generator by the Ancillary 
Services Provider.

In this Clause 51.5 "Excluded Information" means all records, 
documents, data and other information provided in the course of 
the discussions or negotiations with any person with whom the 
Ancillary Services Provider contracts or considers contracting 
for the provision of Ancillary Services other than as stated in 
any Ancillary Services Agreement whether such discussion or 
negotiations take place before contracting or as part of any 
price review during the term of any Ancillary Services Agreement.

51.1.5	The Pool Auditor shall report to the Suppliers and a 
copy of any report by the Pool Auditor relating to an audit, 
test, check or review pursuant to Clause 55.5.1 shall be provided 
to the Ancillary Services Provider.  The Pool Auditor shall owe a 
duty of confidentiality to the Ancillary Services Provider save 
to the extent necessary to carry out the particular audit, test, 
check or review provided that any matter or thing set out in any 
report to the Suppliers shall not be subject to any such 
obligation and provided always that nothing in the Clause 51.5.5 
shall prevent the disclosure of any information pursuant to 
Clause 69.  The Ancillary Services Provider shall be entitled to 
rely on any such report in any legal proceedings (including 
arbitration).

51.5.6	If the Suppliers so resolve, the Ancillary Services 
Provider shall promptly implement any recommendations made by the 
Pool Auditor in a report relating to an audit, test, check or 
review pursuant to Clause 51.5.1 and, in the event of any 
dispute, such dispute shall be referred to arbitration in 
accordance with Clause 83.

51.5.7	The cost of any audit, test, check or review pursuant 
to Clause 51.5.1 shall be borne by the requisitioning 
Supplier(s).  The costs of implementing any recommendations 
pursuant to Clause 51.5.6 may be recovered by the Ancillary 
Services Provider in accordance with the ASP Accounting 
Procedure.

51.6	Basis of Payment:  The Ancillary Services Provider shall 
calculate the total amount payable under Ancillary Services 
Agreements in respect of each Settlement Day together with any 
amendments to calculations made for previous Settlement Days 
based upon information derived from the Grid Operator and the 
Settlement System Administrator.  The charges to Suppliers for 
Ancillary Services shall comprise the costs so calculated 
together with the charges of the Ancillary Services Provider 
calculated in accordance with Schedule 18.  The Ancillary 
Services Provider shall notify a provisional sum to the 
Settlement System Administrator within three working days after 
receipt of such information from the Grid Operator and the 
Settlement System Administrator so as to be despatched by the 
Settlement System Administrator to Suppliers in accordance with 
the relevant Agreed Procedure to enable the Settlement System 
Administrator to take into account the final Settlement Run for 
each Settlement Day.  Any unresolved amount shall be included in 
the final Settlement Run on an interim basis pending resolution.  
Thereafter it may be included (together with any errors or 
omissions subsequently arising) in any appropriate Settlement 
Run.

51.7	Lost opportunity costs:

51.7.1	Subject to Clause 51.6, where the Ancillary Services 
Provider pays any Generator an amount in respect of lost 
opportunity costs the Ancillary Services Provider shall use 
reasonable endeavours to include any such amounts in its 
Ancillary Service charge to Suppliers in the Settlement Day on 
which it arises or as soon as possible thereafter.

51.7.2	As soon as the Ancillary Services Provider is notified 
by any Generator that any obligation to pay any lost opportunity 
costs may arise it shall consult the Suppliers and, without 
prejudice to the Ancillary Services Provider's right to recover 
such lost opportunity costs from Suppliers, if requested by the 
Suppliers shall recover such lost opportunity costs over such a 
period as may be agreed between the Ancillary Services Provider 
and the Suppliers and, in default of agreement, over such period 
as the Ancillary Services Provider considers to be reasonable.

51.8	Independent Contractor:  The Ancillary Services Provider 
shall act as an independent contractor in carrying out its duties 
pursuant to this Agreement and (unless expressly authorised to 
the contrary) shall neither act nor hold itself out nor be held 
out as acting as agent for any of the Other Parties.

51.9	Standard of care:  In the exercise of its duties and 
responsibilities under this Agreement the Ancillary Services 
Provider shall exercise that degree of care, diligence, skill and 
judgment which would ordinarily be expected of a reasonably 
prudent operator of the Ancillary Services Business taking into 
account the circumstances actually known to the Ancillary 
Services Provider, its officers and employees at the relevant 
time or which ought to have been known to it or them had it or 
they made such enquiries as were reasonable in the circumstances.

51.10	Miscellaneous:

51.10.1(a)	The Ancillary Services provider shall be entitled 
to rely upon any direction or instruction of the Executive 
Committee or the Chief Executive (if any) if the same is signed 
by way of authority in accordance with Clause 51.10.4 on behalf 
of two or more Committee Members or on behalf of the Chief 
Executive and shall not be obliged to comply with any direction 
or instruction of any sub-committee of the Executive Committee or 
any delegate of the Executive Committee other than the Chief 
Executive (unless such direction or instruction is shown as 
having been ratified by the Executive Committee);

51.10.1(b)	The Ancillary Services Provider shall be entitled 
to rely upon any communication or document reasonably believed by 
it to be genuine and correct and to have been communicated or 
signed by the person by whom it purports to be communicated or 
signed and shall not be liable to any of the Parties for any of 
the consequences of such reliance.

51.10.2	Compliance with the Director's directions:  No 
liability whatsoever shall attach to the Ancillary Services 
Provider as a result of due compliance by it with any directions 
and instructions of the Director, provided that in complying with 
such directions and instructions the Ancillary Services Provider 
is at all times acting in good faith.

51.10.3	Prior approval:  Where by the terms of this Agreement 
the Ancillary Services Provider is required to obtain the prior 
directions, instructions, approval or consent of the Executive 
Committee or the Chief Executive, the Ancillary Services Provider 
shall have no authority to, and shall not, act unless the 
requisite directions, instructions, approval or consent have 
first been obtained.  Notwithstanding the foregoing sentence, 
nothing in this Agreement shall prevent the Executive Committee 
from ratifying any act of the Ancillary Serves Provider.

51.10.4	Express authority:  All directions and instructions of 
the Executive Committee or the Chief Executive to the Ancillary 
Services Provider shall, as between the Ancillary Services 
Provider and the Pool Members, be deemed to have the express 
authority of, and shall be binding without reservation upon, all 
Pool Members.

51.10.5	Authority of Pool Members:  The Ancillary Services 
provider shall not be bound to act in accordance with the 
directions or instructions of the Pool Members unless the Pool 
Members act through the Executive Committee.

51.10.6	General Meetings:  The Ancillary Services Provider 
shall not be obliged to take any steps to ascertain whether any 
resolution of Pool Members in general meeting or of any class of 
Pool Members in separate general meeting which it is advised by 
the Executive Committee or the Chief Executive as having been 
passed was in fact passed or passed by the requisite majority and 
until the Ancillary Services Provider shall have express written 
notice to the contrary from the Executive Committee or the Chief 
Executive it shall be entitled to assume that the relevant 
resolution was passed or (as the case may be) the relevant 
requisite majority was obtained.

51.10.7	Exceptions:  Notwithstanding the foregoing provisions 
of this sub-clause 51.10, in the performance of its duties and 
responsibilities under this Agreement the Ancillary Service 
Provider shall not be bound to act in accordance with the 
directions or instructions of the Executive Committee or the 
Chief Executive if:

(a)	to do so would cause the Ancillary Services Provider to 
breach any of its obligations under the Act or its Transmission 
Licence; or

(b)	the Ancillary Services Provider has reasonable grounds for 
believing that it would so breach any of such obligations and has 
consulted the Director and:

(i)	the Director has not indicated that in his view it would not 
involve any such breach; or

(ii)	the Director has indicated that, notwithstanding any such 
actual or potential breach, the Director would not be minded to 
enforce compliance with those obligations and the Ancillary 
Services Provider has received an indemnity reasonably 
satisfactory to it in respect of its acting in accordance with 
such directions and instructions.

In any such event the Ancillary Services Provider shall promptly 
notify the Executive Committee

51.10.8	Reference to the Director:  If at any time the 
Ancillary Services Provider has a concern which is properly and 
reasonably founded that, in acting in accordance with any 
direction or instruction of the Executive Committee or the Chief 
Executive, it will breach one or more of its obligations under 
the Act or its Transmission Licence, then, if having discussed 
the matter with the Executive Committee the matter remains 
unresolved, the Ancillary Services Provider shall either comply 
with such direction or instruction or by notice in writing refer 
the same to the Director, such notice to et out in full the 
directions or instructions given to the Ancillary Services 
Provider and the grounds for such concern and to be copied to the 
Executive Committee.  Pending any guidance from the Director in 
response to any such reference and, provided that the Director 
shall not express any view that such reference is misconceived, 
vexatious or in respect of an improperly or unreasonably founded 
concern, the Ancillary Services Provider shall not be liable to 
any of the other Parties for refusing to act in accordance with 
the relevant direction or instruction.  If the Director shall 
express such a view, the Ancillary Services Provider shall be so 
liable.

51.11	Suppliers' Resolutions:  Where any matter is reserved 
under this Part XI or Schedule 18 for the Suppliers to resolve, 
that matter shall be decided upon by the majority vote of the 
Suppliers' representatives on the Executive Committee.

51A TRANSMISSION SERVICES

It is expressly acknowledged by the Parties that neither (i) the 
termination or expiry of the provisions of Clause 51A, 51B or 51C 
of this Agreement as in force immediately prior to the coming 
into effect of this Clause 51A, including the Transmission 
Services Scheme ("TSS") (as therein defined) and/or any addition 
to or amendment of any other provision of this Agreement effected 
pursuant to those Clauses whilst in force nor (ii) the 
termination or expiry of previous clauses in this Agreement which 
related to UMIS2 (as was therein defined) shall prejudice any 
Consumer's (as defined in the Pool Rules) or the Grid Operator's 
(acting through its agent the Ancillary Services Provider) 
accrued rights and liabilities under each of UMIS2 and/or TSS at 
the date of such termination or expiry which accrued rights shall 
include, for the avoidance of doubt, the ability to adjust sums 
calculated under UMIS2 and/or TSS in respect of disputes arising 
after such termination or expiry in respect of periods falling 
before such termination or expiry.



51B TRANSMISSION SERVICES SCHEME 2

General:

51B.1	Notwithstanding any other provision of this Agreement, 
the provisions of this Clause shall govern the rights and 
obligations of the Parties in relation to the Transmission 
Services Scheme 2.

51B.2	In Recital (G), this Clause 51B, Schedule 9 and 
Schedule 11, for so long as amended by the provisions of Clause 
51B.4, the term "Transmission Services Scheme 2" means the scheme 
to provide an incentive for the Grid Operator to minimise (taking 
into account other associated costs) a proportion of the costs 
arising under this Agreement and/or resulting from the operation 
of the NGC Transmission System including those arising form the 
acquisition of Ancillary Services, and more particularly:

(a)	which provides for payments between the Grid Operator 
(acting through its agent the Ancillary Services Provider) and 
Consumers in relation to:

(i)	the Transmission Service Uplift Payment, which comprises a 
Reactive Power Daily Payment, a Transport Uplift Daily Payment 
and an Energy Uplift Daily Payment; and

(ii)	the Transmission Losses Daily Payment; and

(b)	which provides for an adjustment in relation to out of merit 
costs,

in the form agreed pursuant to Clause 51B.6 as the same may be 
amended from time to time in accordance with the terms of that 
Clause.

51B.3	The Transmission Services Scheme 2:

(a)	The Parties agree (and agree that they will procure that the 
Executive Committee will so agree) that in the period from 00.00 
hours on 1st April, 1996 to 24.00 hours on 31st March, 1997 the 
Transmission Services Scheme 2, the amendments and/or additions 
to the Pool Rules to implement the Transmission Services Scheme 2 
and the provisions of this Clause, shall apply.  This Clause 
51B.3(a) may not be amended without the prior written consent of 
all Parties.

(b)	As indicated in Clause 51B.3(a), the provisions of Clause 
51B, the Transmission Services Scheme 2 and any addition to or 
amendment of any other provisions of this Agreement or the Pool 
Rules effected pursuant to this Clause 51B shall terminate at 
24.00 hours on 31st March 1997, except for any provision, 
addition or amendment which is required to continue beyond that 
date to give effect to the operation of the Transmission Services 
Scheme 2 in respect of any period before that date.

51B.4	The Parties agree:

(a)	to be bound by the terms, conditions and other provisions of 
the Transmission Services Scheme 2;

(b)	that the Grid Operator (acting through its agent the 
Ancillary Services Provider) and each Consumer shall make such 
payments as are required and determined by the provisions of the 
amendments and/or additions to the Pool Rules to implement the 
Transmission Services Scheme 2;

(c)	that for the period during which this Clause 51.B applies, 
the following changes shall be made to the provisions of this 
Agreement:

(i)	in paragraphs 1, 5.4, 5.14, 17.5 and  17.6 of Schedule 11 
references to the Ancillary Services Provider shall be deemed to 
be references to itself and as agent for the Grid Operator in 
relation to the Transmission Services Scheme 2;

(ii)	in paragraph 2.1 of Schedule 11 the words "and the 
Transmission Services Scheme 2" shall be inserted after the words 
"Ancillary Services";

(iii)	in paragraph 5.14 of Schedule 11 the words "or in 
respect of the Transmission Services Scheme 2" shall be inserted 
after the first reference to "Ancillary Services" and the words 
"or in respect of the Transmission Services Scheme 2 for the 
relevant payment day" shall be inserted after the words "that 
same day" and in paragraph 5.15 of Schedule 11 the words "or the 
Ancillary Services Provider" shall be inserted after the words 
"Pool Member" wherever they occur in that paragraph; and

(iv)	in Part 4 of Schedule 11, references to information in 
respect of Ancillary Services shall be deemed to include 
information in respect of the Transmission Services Scheme 2, in 
paragraph 17.5 the information required shall include the total 
amount payable by the Ancillary Services Provider (exclusive of 
United Kingdom Value Added Tax) pursuant to the Transmission 
Services Scheme 2 in respect of each Settlement Day, in paragraph 
17.6 the Pool Funds Administrator shall include in its 
verification the amount shown to be payable by the Ancillary 
Services Provider pursuant to the Transmission Services Scheme 2 
in respect of each Settlement Day and in paragraph 22.4 the 
Confirmation Notices shall include the total amount payable by 
the Ancillary Services Provider pursuant to the Transmission 
Services Scheme 2 in respect of each Settlement Day.

51B.5	The Suppliers and the Grid Operator may request the 
Parties and the Executive Committee promptly (and in any event 
before the date the Transmission Services Scheme 2 is to take 
effect) to execute and do all such acts, matters and things 
(including effecting amendments to the Pool Rules) as may be 
necessary to give effect to the Transmission Services Scheme 2.  
The Parties shall not refuse (and agree that they will procure 
that the Executive Committee shall not refuse) any such request 
on the grounds of any objections to any provisions of any of the 
Annexes of Appendix 3 to the Pool Rules as agreed from time to 
time between the Suppliers and the Grid Operator.

51B.6	Effectiveness:

Neither this Clause 51B (other than Clauses 51B.2, 51B.5 and this 
Clause 51B.6), nor the Transmission Services Scheme 2, nor any 
amendment, variation or replacement of either of them, nor any 
amendment, variation or replacement to the Pool Rules relating to 
the Transmission Services Scheme 2, may become effective except 
with the prior agreement of the Suppliers (which agreement shall 
be given by the passing of a resolution in a separate class 
meeting) and the prior written agreement of the Grid Operator.

51B.7	Survival:

(a)	Termination or expiry of the provisions of this Clause 51B, 
the Transmission Services Scheme 2 and/or any addition to or 
amendment of any other provision of this Agreement effected 
pursuant to this Clause shall not prejudice any Consumer's or the 
Grid Operator's accrued rights and liabilities under the 
Transmission Services Scheme 2 at the date of such termination or 
expiry, which accrued rights shall, for the avoidance of doubt, 
include the ability to adjust sums calculated under the 
Transmission Services Scheme 2 in respect of disputes arising 
after such termination or expiry in respect of periods falling 
before such termination or expiry; and

(b)	the provisions of this sub-Clause 51B.7 and Clause 51B.3(b) 
shall survive the termination of the Transmission Services Scheme 
2.

51B.8	Definitions:

In, and in relation to, this Clause 51B "Consumer" shall bear the 
meaning given to that term in the Pool Rules.


52 SETTLEMENT RE-RUNS

52.1	Re-runs:  The Parties acknowledge and agree that there may 
be occasions following any final run of  Settlement (as referred 
to in paragraph D(3) of the Preamble to Schedule 9) when it is 
necessary in respect of a Settlement Day (or part thereof) to re-
determine the trades of electricity pursuant to this Agreement 
and the provision of Ancillary Services (whether to take account 
of oversight or error, malfunction of the Settlement System 
operation in accordance with Grid Operator Despatch instructions 
issued under emergency circumstances, aware of an arbitrator(s) 
pursuant to Clause 83, court order or otherwise howsoever).  The 
Executive Committee, in consultation with the Settlement System 
Administrator, the Pool Funds Administrator and the Pool Auditor 
and, where appropriate, the Ancillary Services Provider, shall 
decide how such re-determination is to be effected, the re-
allocation of moneys and the period of time over which any such 
re-allocation is to take place, any such decision to take account 
and give effect, as nearly as practicable, to the principles and 
procedures set out in this Agreement (and, where relevant, the 
award of the said arbitrator(s) or court order).  In particular, 
but without prejudice to the generality of the foregoing, the 
Executive committee may require following any relevant final run 
of Settlement (and, shall take due notice of any request from the 
Ancillary Services Provider to this effect) the Settlement System 
Administrator to re-run, and the Settlement System Administrator 
shall re-run, Settlement in respect of any Settlement Day (or 
relevant part thereof) using the software and data originally 
used in respect of such Settlement Day (or relevant part thereof) 
but subject to such changes, amendments or additional inputs as 
may be required by the Executive Committee, the Ancillary 
Services Provider, such arbitrator(s) or court or (as the case 
may be) any other relevant Party.  Any such re-run shall 
hereafter in this Clause 52 be referred to as a "Re-run".

52.2	Timing:  The Settlement System Administrator shall arrange 
for any Re-run to be carried out as soon as is reasonably 
practicable following request by the Executive Committee subject 
to the availability of computer time, compatible software, 
appropriate data and other resources.

52.3	Ancillary Services Provider:  The Ancillary Services 
Provider shall have the right to incorporate any delayed or 
disputed amount in respect of the provision of Ancillary Services 
into Settlement without requiring a Re-run.

52.4	Notification:  The Executive Committee shall promptly notify 
each Party, the Pool Auditor and the Director of each occasion on 
which it requires the Settlement System Administrator to carry 
out any Re-run, the reasons for such requirement, the timing 
thereof and the period to be covered thereby and shall provide 
each Party with such information about any Re-run as is relevant 
to such Party and shall provide the Pool Auditor and the Director 
with full details of any Re-run.

52.5	Proviso:  The foregoing provisions of this Clause 52 are 
subject to the proviso that no Re-run shall be carried out, and 
neither the Executive Committee nor any Party shall be entitled 
to require that a Re-run be carried out, in respect of a 
Settlement Day or any part thereof after the first anniversary of 
such Settlement Day, but so that this proviso shall not restrict 
the right of any Party to claim or recover any moneys properly 
due and owing to it under this Agreement.

PART XII

RISK MANAGEMENT SCHEME

53 APPLICATION

53.1	Request:  The Executive Committee shall send any Pool Member 
a Scheme Admission Application within 28 days after receipt of a 
request for the same from that Pool Member.

53.2	Scheme Admission Application:  Any Pool Member may apply to 
the Executive Committee to have any Centrally Despatched 
Generating Unit admitted to the Scheme by completing and 
submitting to the Executive Committee a duly completed Scheme 
Admission Application not less than 40 days before the proposed 
date of admission to the Scheme of that Centrally Despatched 
Generating Unit.

53.3	Admission:  The Executive Committee shall admit any 
Centrally Despatched Generating Unit to the Scheme in respect of  
which all Scheme Admission Conditions are met.

53.4	Notification (1):  If the Executive Committee determines 
that, in respect of any Centrally Despatched Generating Unit, the 
Scheme Admission Conditions have been met it shall forthwith and 
in any event within 40 days after receipt of the Scheme Admission 
Application notify the relevant Pool Member and the Settlement 
System Administrator accordingly.

53.5	Notification (2):  If the Executive committee determines 
that, in respect of any Centrally Despatched Generating Unit, the 
Scheme Admission Conditions have not been met it shall forthwith 
and in any event within 40 days after receipt of the Scheme 
Admission Application notify the relevant Pool Member of the 
reasons why the Scheme Admission Conditions have not been met.

53.6	Reference to the Director:  In the event of any dispute 
between the Executive Committee and the relevant Pool Member over 
whether such Pool Member has fulfilled the Scheme Admission 
Conditions the same may be referred by the Executive Committee or 
the relevant Pool Member to the Director for determination, whose 
determination shall be final and binding for all purposes.

54 SCHEME ADMISSION CONDITIONS

The Scheme Admission Conditions are that:-
	
54.1	No person has an Accountable Interest in the Centrally 
Despatched Generating Unit which is the subject of the Scheme 
Admission Application which, when added to the Accountable 
Interests of that person in other Generating Units (whether 
situate within England and Wales or elsewhere), exceeds in 
aggregate 1500MW;

54.2	The Pool Member does not have an Accountable Interest 
(excluding any Accountable Interest of less than 10MW) in more 
than four Generating Units (whether situate within England and 
Wales or elsewhere).  For the avoidance of doubt a combined cycle 
module shall be deemed for these purposes a single Generating 
Unit;

54.3	The Centrally Despatched Generating Unit which is the 
subject of the Scheme Admission Application has not at the date 
of the Scheme Admission Application been Commissioned;

54.4	The Centrally Despatched Generating Unit shall be admitted 
for seven calendar years from the date of its admission to the 
Scheme specified in the Scheme Admission Application; and

54.5	The Pool Member shall specify in the Scheme Admission 
Application the proposed Scheme Planned Availability for each 
Settlement Period in the proposed first Scheme Year for the 
Centrally Despatched Generating Unit.

55 RIGHTS AND OBLIGATIONS OF POOL MEMBERS

55.1	Notification of unavailability:  In respect of each Scheme 
Year for each Scheme Genset (other than the first) the Pool 
Member shall not later than 28 days before the start of that 
Scheme Year for each Scheme Genset notify the Executive Committee 
of all Settlement Periods in that Scheme Year during which the 
Scheme Genset is intended to be unavailable.

55.2	Scheme Planned Availability:  All Settlement Periods in that 
Scheme Year other than those notified under Clause 55.1 shall 
together constitute the Scheme Planned Availability in respect of 
that Scheme Genset for that Scheme Year.

55.3	Failure to notify:  If the Pool Member fails to notify the 
Executive Committee in accordance with Clause 55.1 of the Scheme 
Planned Availability in respect of that Scheme Genset for the 
following Scheme Year, the Scheme Planned Availability shall be 
deemed to be the same as the Scheme Planned Availability for the 
current Scheme Year.

55.4	No amendment:  The Scheme Planned Availability for any 
Scheme Year notified in accordance with Clause 55.1 or deemed in 
accordance with Clause 55.3 may not be amended.

55.5	Payment rights:  The Pool Member shall make or be entitled 
to receive payments in respect of each Scheme Genset as 
determined in accordance with Section 27 of Schedule 9 
notwithstanding the expiry of the period referred to in Clause 
50.4

55.6	No withdrawal:  The Pool Member may not withdraw any Scheme 
Genset from the Scheme during any period referred to in Clause 
50.4 applicable to that Scheme Genset.

55.7	Actual planned availability:  In respect of each Scheme 
Genset, the Pool Member shall use all reasonable endeavours to 
ensure that the Scheme Planned Availability for each Scheme Year 
is the actual planned availability of such Scheme Genset.

56 REVIEW

56.1	Review:  Within two months after the end of the third Scheme 
Year in respect of which the first Scheme Genset has been 
admitted to the Scheme and each subsequent anniversary of that 
date the Executive Committee shall (with the consent of the 
Director) appoint an independent firm of accountants of 
internationally recognised standing to review the Scheme to 
establish whether or not any element of the Scheme (or the Scheme 
taken as a whole) gives rise to a systematic imbalance which is 
likely to prevent the payments to the Scheme balancing payments 
from the Scheme and to submit to the Executive Committee and the 
Director a report setting out details of any such imbalance and 
his findings and recommendations for amending the Scheme designed 
to correct any such imbalance.

56.2	Amendments: The Executive Committee may make such amendments 
to the provisions of Section 27 of Schedule 9 as are required to 
implement the recommendations referred to in Clause 56.1.  Any 
such amendments shall apply in respect of any Scheme Admission 
Application received after the date such amendments become 
effective and shall constitute a new Scheme.

56.3	Existing rights and obligations continue:  Any Pool Member 
shall remain entitled to the benefits and subject to the 
obligations of the Scheme with respect to any Scheme Genset in 
effect at the time of admission of that Scheme Genset to the 
Scheme.

PART XIV

FUEL SECURITY

57 DEFINITIONS

Definitions:  In this Part XIV:

	"Fuel Security Interest" in relation to a particular Payment 
Instruction means the interest (if any) accruing on the Fuel 
Security Payment or Fuel Security Reimbursement specified in that 
Payment Instruction pursuant to sub-clause 2.08 of Part 5 of the 
Fuel Security Code;

	"Fuel Security Ledger" means any ledger required to be 
maintained by the Pool Funds Administrator in accordance with 
Clause 59;

	"Fuel Security Payment" means the amount specified in a 
Payment Instruction which a Generator is entitled to recover from 
those persons specified in that Payment Instruction (excluding 
Fuel Security Interest, if any, in relation thereto);

	"Fuel Security Reimbursement" means the amount specified in 
a Payment Instruction which a Generator is liable to reimburse to 
those persons specified in that Payment Instruction (excluding 
Fuel Security Interest, if any, in relation thereto); and

	"Payment Instruction" means an instruction which has been 
duly authorised and delivered by a Generator to whom the Fuel 
Security Code applies to the Pool Funds Administrator in the 
form, and in the manner, specified in the Fuel Security Code.

58 PAYMENT INSTRUCTIONS

58.1	Effect of a Payment Instruction:  Following delivery of a 
Payment Instruction to the Pool Funds Administrator:-

	58.1.1	any Fuel Security Payment specified in that 
Payment Instruction.(together with any Fuel Security Interest in 
relation thereto) shall be treated as an amount which is due to 
that Generator from those persons specified in that Payment 
Instruction and which is payable  on the basis provided in that 
Payment Instruction; and

	58.1.2	any Fuel Security Reimbursement specified in that 
Payment Instruction (together with any Fuel Security Interest in 
relation thereto) shall be treated as an amount which is due from 
that Generator to those persons specified in that Payment 
Instruction and which is payable on the basis provided in that 
Payment Instruction; and

	58.1.3	subject to Clauses 58.2 and 58.3, the Pool Funds 
Administrator shall arrange for such Fuel Security Payment or 
such Fuel Security Reimbursement (together with any Fuel Security 
Interest in relation thereto) to be paid to or, as the case may 
be, paid by that Generator by or, as the case may be, to those 
persons specified in that Payment Instruction in accordance with 
the provisions of such Payment  Instruction; and

	58.1.4	such Payment Instruction (including any 
calculation, determination or other matter stated or specified 
therein) shall, save in the case of fraud, be conclusive and 
binding upon all Parties.

58.2	Clarification:  If the Pool Funds Administrator considers 
either that the basis of payment of a Fuel Security Payment or a 
Fuel Security Reimbursement provided for in a Payment Instruction 
is unclear, contradictory or incomplete or that it is impossible 
to implement in full the basis of payment provided for in a 
Payment Instruction, then the Pool Funds Administrator must, 
promptly on becoming aware of the same, notify the Director in 
reasonable detail of the same and, until that matter is 
clarified, the Pool Funds Administrator shall only be obliged to 
implement the payment specified in that Payment Instruction to 
the extent that without clarification such implementation is 
possible.

58.3	Failure to specify or clarify:  If a Payment Instruction 
fails to specify the basis upon which the Fuel Security Payment 
or a Fuel Security Reimbursement specified in that Payment 
Instruction must be paid or if the Director fails to clarify any 
matter notified to it in accordance with Clause 58.2 within ten 
Business Days of such notification then the Pool Funds 
Administrator shall arrange for the relevant payment to be made 
on such basis as the Executive Committee shall, with the written 
approval of the Director, determine to be appropriate.

59 RECORD KEEPING AND PAYMENTS

59.1	Fuel Security Ledgers:

	59.1.1	Following delivery of a Payment Instruction to the 
Pool Funds Administrator, the Pool Funds Administrator shall, if 
he has not already done so, open and thereafter maintain a Fuel 
Security Ledger in the name of that Generator and shall record 
therein all amounts (together with any Fuel Security Interest in 
relation thereto) due to and from that Generator that are 
specified in Payment Instructions and shall also record therein 
all transactions arranged by the Pool funds Administrator for 
payments to be made to and from that Generator in  accordance 
with the provisions of Payment Instructions.

	59.1.2	The Pool Funds Administrator shall from the time 
that a Fuel Security Ledger is opened until it records a nil 
balance provide to each  Generator and to each Supplier on the 
last Business Day of each  calendar month a statement reflecting 
all entries recorded in the Fuel Security Ledger of that 
Generator over the course of the previous month.

	59.1.3	The Fuel Security Ledger of a Generator shall, 
except as required by Clause 59.2.2 or Part IX, be kept 
confidential in accordance with Part XX.

	59.1.4	Each monthly statement provided under Clause 
59.2.2 shall, save in the case of manifest error, be deemed prima 
facie evidence of the  contents of that part of the Fuel Security 
Ledger to which it relates.

	59.1.5	Each Party shall promptly review each monthly 
statement provided to it under Clause 59.2.2 and shall (without 
prejudice to any of its rights under this Agreement) where 
practicable within ten Business Days after receiving each such 
statement notify the Pool Funds  Administrator of any 
inaccuracies in  such statement of which it  is aware.

	59.1.6	If the Pool Funds Administrator at any time 
receives from a Generator  or any Supplier a notice disputing the 
accuracy of the Fuel Security Ledger of that Generator, the Pool 
Funds Administrator shall consult with the Party giving the 
notice and use all reasonable endeavours to rectify any 
inaccuracy.  In the event that any inaccuracy in a Fuel  Security 
Ledger of a Generator is rectified, the Pool Funds  Administrator 
shall advise that Generator and the Suppliers of the inaccuracy 
that was rectified.

59.2	Fuel Security Payments:  Following delivery to the Pool 
Funds Administrator of a Payment Instruction specifying a Fuel 
Security Payment, the Pool Funds Administrator shall enter in the 
Fuel Security Ledger of that Generator as a credit (a) the amount 
of the Fuel Security Payment, and (b) thereafter, any Fuel 
Security Interest in relation thereto.

59.3	Fuel Security Reimbursements:  Following delivery to the 
Pool Funds Administrator of a Payment Instruction specifying a 
Fuel Security Reimbursement, the Pool Funds Administrator shall 
enter in the Fuel Security Ledger of that Generator as a debit 
(a) the amount of the Fuel Security Reimbursement, and (b) 
thereafter, any Fuel Security Interest in relation thereto.

59.4	Other Entries:  Any amount paid to or, as the case may be, 
paid by a Generator in accordance with the provisions of a 
Payment Instruction shall be entered as a debit or, as the case 
may be, a credit in the Fuel Security Ledger of that Generator.

59.5	Set off:  The Pool Funds Administrator shall, unless it 
reasonably believes that it would be unlawful to do so, from time 
to time where possible set off any amounts shown as credits in 
the Fuel Security Ledger of a Generator against any amounts shown 
as debits in the Fuel Security Ledger of that Generator in the 
order in which they were entered.  Any balance shown in the Fuel 
Security Ledger of a Generator shall, if it is a credit, be paid 
to or, if it is a debit, be paid by that Generator to the extent 
that it relates to a Payment Instruction on the basis provided 
for in that Payment Instruction.  The entitlements and 
liabilities of a Generator (and the corresponding liabilities and 
entitlements of the respective debtors and creditors of that 
Generator) shall, to the extent that they have been set off as 
aforesaid, be deemed satisfied and extinguished.

59.6	Schedule 11:  All payments made to or by any Generator in 
accordance with the provisions of a Payment Instruction shall, 
subject to any contrary instruction contained in the provisions 
of a Payment Instruction, be effected by the Pool Funds 
Administrator through the Banking System and the Billing System 
established in accordance with Schedule 11.

PART XV

METERING

60 METERING

60.1	Introduction:  The rights and obligations of each Party of 
this Agreement which enable the accurate measurement of Energy 
traded for the purposes of this Agreement by appropriate metering 
installations are as set out in this Part XV and also in Schedule 
21, and the provisions of Schedule 21 shall have effect and apply 
in the same manner as the remaining provisions of this Agreement 
apply with respect to each such Party.

60.2	General:

	60.2.1	For the purposes of this Agreement the quantities 
of Active Energy and Reactive Energy Exported or Imported by 
Parties shall be measured and recorded through Metering Equipment 
installed, operated and maintained and otherwise provided for as 
set out in this Part XV and in Schedule 21.  Each Generating Unit 
(excluding for this purpose  Generation Trading Blocks) which is 
subject to Central Despatch  shall have separate Metering 
Equipment.

	60.2.2	Each Party is required to register or procure that 
there is registered with the Settlement System Administrator the 
Metering System at each Site where such Party Exports or Imports 
electricity except where such electricity is not sold or 
purchased in accordance with the Pool Rules.

60.3	Registrants:

	60.3.1	A Metering System shall have a Registrant and 
Operator (and shall be  commissioned in accordance with the 
relevant Code of Practice) before the Settlement System 
Administrator is required to take such Metering System and the 
data derived therefrom into account for the purposes of 
Settlement.

	60.3.2	Each Metering System (and the identities of its 
respective Registrant and Operator) which the Settlement System 
Administrator shall take into account for the purposes of 
Settlement shall be as set out, for the time being and from time 
to time, in the Register.

	60.3.3	A Registrant's role in relation to a Metering 
System under this  Agreement shall continue until:-

(i)	such Registrant ceases to be a Party or another Party 
complying  with the definition of Registrant accepts such role as 
Registrant in accordance with the provisions of this Agreement by 
service of a duly completed notice in the form prescribed by the 
relevant Agreed Procedure (but without prejudice to any accrued 
liabilities of the previous Registrant); or

(ii)	the Plant or Apparatus of the Registrant, in respect of such  
Metering System, ceases to be connected at the relevant Site (as 
indicated in the notification to the Settlement System 
Administrator in the form prescribed by the relevant Agreed 
Procedure); or

(iii)	in the case of a Registrant of a Metering system which 
is at the point of connection between a Public Electricity 
Supplier's  Distribution System and a Second Tier Customer, the 
Registrant ceases to act as Second Tier Supplier in relation to 
the same at such point of connection; or

(iv)	in the case of a Registrant of a Metering System which is at 
the point of connection between a Public Electricity Supplier's 
Distribution System and a Non-Pooled Generator, the Registrant 
ceases to act as Second Tier Supplier purchasing generation from 
such Non-Pooled Generator in relation to the same at such point  
of connection.

	60.3.4	The Settlement System Administrator shall inform 
the relevant Host  PES of:-

(i)	the identity of any new Registrant; and

(ii)	any change in the identity of any existing Registrant,

of a Metering System in respect of which that Public Electricity  
Supplier is Host PES, after such change is notified to the 
Settlement system Administrator in accordance with the terms of 
this Agreement.

	60.3.5	There must always be one and, at any point in 
time, no more than one Registrant for each Metering System which 
is registered with the Settlement System Administrator.

	60.3.6	Any notice of a new, or a change in an existing, 
Registrant, Equipment Owner Operator, Second Tier Customer, Non-
Pooled Generator or Host PES or any Form of Acknowledgment 
required under this Part XV or Schedule 21 shall be in such form 
and given to such person at such time(s) and accompanied by 
payment of such fees (if any) as is prescribed by the relevant 
Agreed Procedures.

	60.3.7	If a Metering System ceases to have a Registrant 
who is not replaced as Registrant in relation to the relevant 
Metering Equipment, the Settlement System Administrator shall not 
be obliged to take the relevant Metering System into account for 
the purposes of Settlement.

	60.3.8	A Registrant may not resign or retire as 
Registrant except in  accordance with Clause 60.3.3.

	60.3.9	The Registrant in respect of any Metering system 
shall provide to the Settlement System Administrator such 
information as may be required by the relevant Agreed Procedures.

	60.3.10	The Settlement System Administrator shall not 
enter on the Register a Registrant in respect of which evidence 
of consent of the Equipment Owner has not been provided in 
accordance with the relevant Agreed Procedure.

	60.3.11	Where a Metering System at the point of connection 
of two or more Distribution Systems is to be registered with the 
Settlement System Administrator, all interested Parties shall 
agree upon and nominate the Registrant by means of a duly 
completed nomination to the Settlement System Administrator in 
the form prescribed by the relevant Agreed Procedure.

	60.3.12	A Metering System for recording the output of a 
Non-Pooled Generator must be capable of being identified 
separately for the purposes of Settlement from any Metering 
System recording demand.  For the avoidance of doubt, it is 
acknowledged that one set of Metering  Equipment may comprise 
more than one separately-identified Metering System.

60.4	Operators:

	60.4.1	There must always be one and, at any point in 
time, no more than one Operator for each Metering System which is 
registered with the Settlement System Administrator.  A 
replacement Operator of such Metering System may be appointed 
from time to time in accordance with the provisions of this Part 
XV, Schedule 21 and the relevant Agreed Procedure.

	60.4.2	All Metering systems at the site of a Non-Pooled 
Generator, which  contain all or any part of the same Metering 
Equipment must have the same Operator.

	60.4.3	Any notice of a new Operator or of a change in 
Operator (including upon resignation, removal or cessation in 
accordance with the provisions of Schedule 21) or any Form of 
Acknowledgment required under this Part XV or Schedule 21 shall 
be in such form and given to such person at such time(s) and 
accompanied by payment of such fees (if any) as is prescribed by 
the relevant Agreed Procedures.  Where any Meter Operator Party 
has not acknowledged its appointment as Operator the Settlement 
System Administrator shall notify the Registrant in accordance 
with the relevant Agreed Procedure.

	60.4.4	The Registrant in respect of a Metering System 
shall ensure that there is appointed from time to time an 
Operator, which is a Meter Operator Party, in accordance with, 
and for the purposes of,  Schedule 21 as Operator in respect of 
that Metering System.

	60.4.5	If a person which is an Operator in respect of any 
Metering System ceases to be an Operator in respect thereof for 
whatever reason (including upon removal or resignation) or ceases 
to be a Meter Operator Party (including upon removal or 
resignation) and there has not been appointed, at that time, a 
replacement Operator in respect of the relevant Metering 
System(s) in accordance with the provisions of this Part XV and 
Schedule 21, such person's responsibilities as Operator of such 
Metering Equipment shall upon such cessation be assumed by the 
Registrant in respect of such Metering Equipment who shall be 
deemed to be the Operator therefor (notwithstanding that it shall 
not be registered as such by the Settlement System Administrator) 
in accordance with the provisions of this Clause (the "deemed 
Operator").

	60.4.6	If a person which is an Operator in respect of any 
Metering System at the site of a Non-Pooled Generator ceases to 
be an Operator in respect thereof for whatever reason (including 
upon removal or resignation) or ceases to be a Meter Operator 
Party (including upon removal or resignation) and there has not 
been appointed, at that time, a  replacement Operator in respect 
of the relevant Metering System(s) in accordance with the 
provisions of this Part XV and Schedule 21, such person's 
responsibilities as Operator of the relevant Metering Equipment 
shall upon such cessation be assumed by the Registrant of the 
Metering System registered for supply with respect to such 
Metering Equipment.  Such Registrant shall be deemed to be the  
Operator therefor (notwithstanding that it shall not be 
registered as such by the Settlement System Administrator) in 
accordance with the provisions of this Clause (the "Deemed 
Operator").

	60.4.7	As soon as any Registrant has reasonable grounds 
to believe that an Operator of any Metering System in respect of 
which it is the Registrant has ceased to act as Operator therefor 
in accordance with substantially all of its responsibilities as 
set out in Schedule 21 it shall remove such Operator in respect 
of such Metering System in  accordance with paragraph 6.1 of 
Schedule 21.

	60.4.8	If the Settlement System Administrator has 
reasonable grounds to  believe that an Operator of any Metering 
system has ceased to act as Operator therefor in accordance with 
substantially all of its responsibilities as set out in Schedule 
21 the Settlement System Administrator shall notify the 
Registrant in accordance with the relevant Agreed Procedure.

	60.4.9	Any Registrant which is deemed to be the Operator 
of a Metering  System pursuant to the provisions of Clause 60.4.5 
shall, subject to Clauses 60.4.10 and 60.4.11, continue to act as 
the Operator in respect of any Metering System to which that 
Clause applies, or shall appoint an agent or contractor which 
shall continue to act as the Operator in respect of such Metering 
System, for a period of 10 Business Days (which shall commence at 
the time of the cessation referred to in Clause 60.4.4) or, if a 
new Operator is registered in respect of that Metering System 
prior to the expiry of that period, for a period ending on the 
date of such registration.

	60.4.10	If a Registrant to which Clause 60.4.9 applies 
does not act as Operator in accordance with the provisions 
thereof or does not appoint an agent or contractor who shall act 
as Operator, or if the 10 Business day period referred to in 
Clause 60.4.9 shall expire without a replacement Operator being 
registered with the Settlement System Administrator in respect of 
that Metering System in accordance with paragraph 4 of  Schedule 
21, that Registrant shall:-

(i)	undertake to cease forthwith to supply or to generate or 
take a  supply of electricity for the purposes of the sale or 
acquisition of electricity pursuant to this Agreement at the site 
where such supply or generation is measured, recorded and 
communicated to the Settlement System Administrator by that 
Metering System; and

(ii)	notify the Settlement System Administrator in accordance 
with the relevant Agreed Procedure of that fact.

	60.4.11	During the period in which a Registrant is the 
deemed Operator in accordance with this clause it shall be 
required (save only as expressly provided to the contrary in this 
Agreement) to comply with the requirements of this Part XV and 
Schedule 21 as Operator provided that, but without prejudice to 
any liability to pay for Active or Reactive Energy traded by it, 
such Registrant as deemed Operator:-

(i)	shall not be required to be registered as Operator with the 
Settlement System Administrator nor to comply with the prescribed 
conditions for registration as Operator from time to time in 
accordance with the provisions of Schedule 21; and

(ii)	shall not at any time when it is the deemed Operator be 
required to incur significant capital expenditure in the 
fulfillment of obligations contained in this Part XV or Schedule 
21 where:-

(a)	the Metering Equipment shall have become defective, 
inaccurate or in want of repair (the "defective Metering 
Equipment") as a direct consequence of the act or omission of any 
previous Operator;

(b)	the Registrant shall upon becoming aware of the same have 
taken all steps to cease forthwith to supply or to generate 
electricity for the purposes of the sale or acquisition of 
electricity pursuant to this Agreement at or in relation to the 
site where such supply or generation is measured, recorded and 
communicated to the Settlement System Administrator by the 
defective Metering Equipment; and

(c)	the Registrant shall have notified the Settlement System 
Administrator in accordance with the relevant Agreed Procedure of 
the fact that the supply or generation has ceased.

Where (x) the Settlement System Administrator proposes to 
exercise its right under paragraph 18 of Schedule 21 to replace, 
renew or repair the defective Metering Equipment (the  "remedial 
work"); (y) the exercise of such right would result in the 
incurring of significant capital expenditure; and (z) the 
Register indicates that such Registrant is acting as deemed 
Operator, the Settlement System Administrator shall notify the 
Registrant before undertaking such remedial work and shall give 
such Registrant the opportunity to comply with (ii) (b)  and (c) 
above before commencing such remedial work.  

60.5	Maintenance of Register and documents:

	60.5.1	The Settlement System Administrator shall keep a 
register recording:-

(i)	each Metering System which is accepted for the purposes of  
the Settlement System;

(ii)	the respective identities in respect of each such Metering 
System of:-

(a)	the Registrant;

(b)	the Operator;

(c)	the Equipment Owner;

(d)	the Host PES (where applicable);

(e)	any Second Tier Customer or Non-Pooled Generator in respect 
of a supply to which that Metering System is  being used; and

(f)	any agent which may be appointed from time to time by the 
Settlement System Administrator for the purpose of data 
collection or, where appropriate, of any Second Tier Agent in 
respect of such Metering System or, where the Settlement System 
Administrator does not appoint or have currently appointed such 
agent or Second Tier Agent in respect or a Metering System, a 
note to this effect;

(iii)	loss adjustment details whether by meter biasing or by 
software;

(iv)	whether the Metering Equipment comprising a Metering System 
is the subject of a dispensation agreed in accordance with  
paragraph 14 of Schedule 21; and

(v)	the relevant Code(s) of Practice in respect of such Metering  
System.  

	60.5.2	For the purposes of this Agreement, the Settlement 
System  Administrator shall refer only to the Register to 
identify the Registrant, Operator, Equipment Owner, Host PES, 
Second Tier Customer, Non-Pooled Generator agent or Second Tier 
Agent referred to in Clause 60.5.1 relating to each Metering 
System and shall not be obliged to acknowledge or be bound by any 
other agreement or arrangement entered into by any Registrant, 
Operator, Equipment Owner, Host PES, Second Tier Customer or Non-
Pooled Generator.

	60.5.3	 The Settlement System Administrator shall keep 
the Register up to  date, noting changes to Registrants, 
Operators, Equipment Owners, Host PES's, Second Tier Customers, 
Non-Pooled Generators' Metering Equipment, dispensations and any 
Site disconnections as notified to it pursuant to this Agreement 
and any changes to any agent or Second  Tier Agent. The 
Settlement System Administrator shall also record in the Register 
any other information regarding each Metering System as may be 
reasonably required by the Executive Committee.

60.6	Communication links and central collector stations:

	60.6.1	The Settlement System Administrator shall collect 
(or procure the collection of) and estimate data relating to 
quantities of Active and Reactive Power Imported or Exported by 
any Party as may be required for the proper functioning of 
Settlement in accordance with the provisions of this Clause 60.6.

	60.6.2	The Settlement System Administrator shall collect 
or procure the collection of all such data referred to in Clause 
60.6.1 as is available from Outstations either by means of remote 
interrogation or by means of manual on-site interrogation.

	60.6.3	(a) For the purposes of remote interrogation the 
Settlement System Administrator shall enter into, manage and 
monitor contracts or other arrangements to provide for the 
maintenance of all communication links by which  information is 
passed from Outstations to the Settlement System Administrator or 
its agent other than exchange links which form part of 
communications Equipment.

(b)	In the event of any fault or failure of any communication 
link or any error or omission in such data or all necessary data 
not being available from Outstations the Settlement  System 
Administrator shall collect or procure the collection of such 
data by  manual on-site interrogation in accordance  with the 
relevant Agreed Procedures.

	60.6.4	The Settlement System Administrator shall be 
responsible for the installation and maintenance of central 
collector stations.

	60.6.5	The Settlement System Administrator shall collect 
or procure the collection of data for the purposes of the 
Settlement System from Embedded Generators, Second Tier 
Suppliers, Second Tier Customers, Non-Pooled Generators and 
inter-Distribution System connections in accordance with the 
relevant Agreed Procedures.

	60.6.6	The obligation to maintain communications links in 
respect of Metering Equipment shall not apply where and with 
effect from the date on which a person receiving a supply of or 
generating electricity recorded by such Metering Equipment ceases 
to be a second Tier  Customer, a Non-Pooled Generator, a 
Generator or a PES.

60.7	Class rights:

	60.7.1	The levels of accuracy for Metering Equipment at 
points of connection of  Second Tier Customers taking up to (and 
including) 100kW of  demand and at new points of connection 
between two or more Distribution Systems were not set as at 1st 
April, 1993 and shall be as specified by the Executive Committee 
subject to the consent of any relevant class of Pool Members.

	60.7.2	The levels of accuracy for Metering Equipment at 
points of connection of Non-Pooled Generators shall be as 
specified by the Executive Committee subject to the consent of 
any relevant class of Pool  Members."

	60.7.3	Any change to the standards of accuracy of 
Metering Equipment required for Second Tier Customers up to (and 
including) 100kW before 31st March, 1998 shall be a change to the 
class rights of Suppliers.

	60.7.4	Any change to the standards of accuracy of 
Metering Equipment  required for Non-Pooled Generators shall be a 
change to the class rights of Suppliers.  

60.8	Sealing:  Metering Equipment shall be as secure as is 
practicable in all the circumstances and for this purpose:-

	(a)	all Metering Equipment shall comply with the relevant 
Agreed Procedure; and

	(b)	the Executive Committee and the Settlement System 
Administrator  shall regularly review Agreed Procedures for 
security arrangements in relation to Metering Equipment.

60.9	Discrepancies between meter advance and half hourly value 
totals:  The Parties acknowledge that, in transmitting metered 
data, impulses representing quantities of electricity may be lost 
between the relevant Meter and the Outstations giving rise to 
inaccuracies in half hourly values notwithstanding that the 
Metering Equipment is complying with the standards required by 
this Agreement.  In such circumstances any differences between 
electricity flows recorded on Meters and the total of the half 
hourly values recorded in the Settlement System will be noted at 
the time that the Meter is inspected and read by the Settlement 
System Administrator pursuant to paragraph 10 of Schedule 21 and 
will be dealt with as provided in the relevant Agreed Procedure.  
In any other circumstances where the Metering Equipment is not 
complying with the standards required by this Agreement such 
difference will be dealt with in accordance with paragraph 11 of 
Schedule 21.

60.10	Meter Failure:

	60.10.1	If at any time any Metering Equipment ceases to 
function or is found to  be outside the prescribed limits of 
accuracy referred to in paragraph 7.3.1 of Schedule 21 for 
whatever reason then, except in the circumstances referred to in 
Clause 60.10.2:-

(a)	in the case of Metering Equipment ceasing to function,  
during the period from the date of such cessation; or

(b)	in any other case, during the period from the time when such 
inaccuracy first occurred or, if such time is unknown, from the 
midnight preceding the day during which the disputed reading 
occurred,

until, in either such case, the date of adjustment, replacement, 
repair or renewal of such Metering Equipment under paragraph 8.4 
of  Schedule 21, the meter readings shall be deemed to be those 
calculated pursuant to the relevant Agreed Procedure.

	60.10.2	If at any time a voltage transformer fuse on a 
circuit supplying a Meter fails with the result that the Metering 
Equipment is outside the  prescribed limits of accuracy referred 
to in paragraph 7.3.1 of Schedule 21, the meter readings from the 
time the failure is deemed to have occurred until the voltage 
transformer circuit is again restored to the Meter shall be 
deemed to be those calculated pursuant to the relevant Agreed 
Procedure.  A failure shall be deemed to have occurred at the 
point in time provided for in the relevant Agreed Procedure.

60.11	Disputes:

	60.11.1	Any dispute regarding the accuracy of data 
recorded or transmitted by Metering Equipment in respect of any 
Settlement Day which is to be  used for the purposes of 
Settlement and where the purpose of the resolution of such 
dispute is solely to affect payments arising from a Settlement 
Run shall, if there is a relevant Agreed Procedure, be dealt with 
in accordance with such Agreed Procedure.  If, having exhausted 
such Agreed Procedure any Party is not satisfied with the 
outcome, such Party may refer the matter to the Executive 
Committee.  If there shall be no relevant Agreed Procedure, such 
dispute shall be referred to the Executive Committee.  If, in 
either case, any Party is not satisfied with the decision of the 
Executive Committee, the matter may be  referred by such Party to 
arbitration in accordance with Clause 83.

	60.11.2	Any dispute regarding Metering Equipment (other 
than a dispute referred to in Clause 60.11.1) shall be referred 
to the Executive Committee.  If any Party is not satisfied with 
the decision of the Executive Committee, the matter may be 
referred by such Party to arbitration in accordance with Clause 
83.

	60.11.3	It is hereby expressly acknowledged and agreed by 
the Parties that the resolution of any dispute referred to in 
Clause 60.11.1 or 60.11.2 shall in all cases be without prejudice 
to the bringing or pursuing of any claim, by or against, or the 
resolving of any issue between any one or more of such Parties or 
any other Party arising out of the same facts or circumstances, 
or facts or circumstances incidental to the facts and 
circumstances giving rise to such dispute, or upon the basis of 
which such dispute has been resolved, in favour of, or against, a 
Meter Operator Party or Meter Operator Parties.

	60.11.4	Upon the request of any Party which is a party to 
a dispute referred to in Clause 60.11.1 or 60.11.2 any relevant 
data derived from Metering Equipment may be submitted by the 
Settlement System Administrator  to the body then having 
jurisdiction in respect of the relevant dispute for the purposes 
of resolving such dispute.

60.12	Information:

	60.12.1	If a Pool Member or Party intends to make or 
provide or make a significant alteration to a connection to the 
NGC Transmission System or to a Distribution System which 
connection is of 100MW or more in capacity and which may require 
a new Metering System to be registered into the Settlement System 
or a significant change to a Metering System to be registered 
into the Settlement System, the Pool Member or Party shall inform 
the Settlement System Administrator as soon as possible and, in 
any event, not later than three months prior to the date on which 
the Pool Member or Party expects to make or provide the 
connection or change.  Such information will be regarded  as 
confidential to the Pool Member or Party providing it, and will 
be used by the Settlement System Administrator only for the 
purpose of preparing the Settlement System to take account of the 
Metering System when it is registered.

	60.12.2	Any information regarding or data acquired by the 
Settlement System Administrator or its agent from Metering 
Equipment at any Site which is a point of connection to a 
Distribution System shall, and may, be passed by the Settlement 
System Administrator or its agent to the operator of the relevant 
Distribution System.  The said operator of the relevant 
Distribution System may only use the same for the purposes of the 
operation of the Distribution System and the calculation of 
charges for use of and connection to the Distribution System.

60.13	Ownership of Metering Data, access, use and use of 
Communications Equipment:

	60.13.1	The Registrant of any Metering System shall own 
the data acquired therefrom provided that (and each Registrant 
hereby expressly agrees and acknowledges that) a Second Tier 
Customer or Non-Pooled Generator of that Registrant in respect of 
which such data is generated shall be entitled at all times 
without charge by the Registrant to access, obtain and use such 
data and provide further that:-

(i)	such access, obtaining or use, or the method of such access, 
obtaining or use, does not interfere with the operation of  
Settlement;

(ii)	nothing in this Clause 60.13.1 shall require the Registrant 
actively to provide such data to such Second Tier Customer or 
such Non-Pooled Generator or so to provide such data free of 
charge; and

(iii)	such access shall not be by using any communications 
link used by the Settlement System Administrator for the purposes 
of  Clause 60.6 without the prior written consent of the 
Settlement System Administrator.

	60.13.2	The Settlement System Administrator and, for the 
purposes of the  performance by the Pool Auditor of its functions 
under Part IX, the Pool Auditor are hereby authorised to use all 
data which is owned by the Registrant pursuant to Clause 60.13.1 
as may be permitted pursuant to this Agreement, and the 
Settlement System Administrator or, as the case may be, the Pool 
Auditor may only release such data to others to the extent set 
out in this agreement.  It is hereby expressly agreed that the 
Settlement System Administrator is permitted to and shall against 
request and payment of a reasonable charge therefor release to a 
Second Tier Customer or Non-Pooled Generator such data relating 
to it as is referred to in Clause 60.13.1

	60.13.3	Communications Equipment need not be dedicated 
exclusively to the provision of data to the Settlement System 
Administrator for the purposes of Settlement provided that any 
other use shall not interfere at any time with the operation of 
Settlement and subject also to the relevant provisions (if any) 
in the Tariff.

60.14	Ancillary Services:  Until the RP Date, the Ancillary 
Services Provider shall be entitled at its own cost and expense 
(which shall not be charged or recharged to Pool Members) to 
prepare and submit to the Suppliers in separate class meeting a 
works programme relating to the method of recovery from Pool 
Members for the supply of Reactive Energy by reference to the 
actual amount of Reactive Energy consumed by Pool Members as 
measured by MVAr Metering Equipment at each relevant Site, and, 
if approved by the Suppliers in separate class meeting, such 
works programme shall be deemed to be an approved Works Programme 
for all purposes of this Agreement and the provisions of Clauses 
5.13 and 5.14 shall apply mutatis mutandis.

60.15	Appointment of Agents by Settlement System 
Administrator:  Notwithstanding the provisions of paragraph 7.2.2 
of Schedule 4 the Settlement System Administrator may appoint one 
or more agents to perform any or all of its obligations under 
this Part XV and Schedule 21.

60.16	Appointment of  Second Tier Agents by Settlement System 
Administrator with effect from 31st March, 1994:

	60.16.1	If, for the purposes of Clause 60.15, the 
Settlement System Administrator appoints one or more agents for 
the purpose of carrying out the obligations of the Settlement 
System Administrator under or in connection with this Part XV or 
Schedule 21 in relation to Metering Systems at or referable to 
points of connection relating to Second Tier Customers or Non-
Pooled Generators as the Settlement System Administrator may 
direct, then the provisions of Clauses 60.16.1 to 60.16.5 and 
Clause 60.17 shall, inter alia, apply to such arrangements.

	60.16.2	The Settlement System Administrator shall, prior 
to appointing any Second Tier Agent pursuant to Clause 60.16.1, 
consult with the Executive Committee as to the appropriateness of 
the appointment of such Second Tier Agent and the terms upon 
which, if appropriate, such agent is to be appointed and shall 
have due regard to the wishes  expressed pursuant to this Clause 
60.16.2 by the Executive Committee.

	60.16.3	The Settlement System Administrator shall use 
reasonable endeavours to procure that each Second Tier Agent 
shall promptly and properly input data and other information as 
it may receive pursuant to the  terms of its appointment into its 
Second Tier Computer Systems and shall review and validate data 
and other information in accordance with the relevant Agreed 
Procedures to establish the completeness thereof and to identify 
any inconsistencies therein.

	60.16.4	The Settlement System Administrator shall use 
reasonable endeavours to procure that each Second Tier Agent 
shall keep secure and confidential and not disclose, during the 
period of its appointment or following its resignation or 
removal, information, data and documentation obtained by the 
Second Tier Agent in such capacity so as to cause a breach by the 
Settlement System Administrator of its obligations pursuant to 
Clauses 68 or 69 of this Agreement.

	60.16.5	The Settlement System Administrator shall use 
reasonable endeavours to procure that upon the reasonable request 
of the Settlement System Administrator and in any event upon the 
removal or resignation of any Second Tier Agent, such Second Tier 
Agent shall make over to the  Settlement System Administrator or 
its nominee all such records, manuals and data and other 
information in the ownership or under the control of the Second 
tier Agent and relating to the operation, and necessary for the 
proper functioning, of the Second Tier Data Collection System.

60.17	Review:

	(a)	As soon as practicable after the third anniversary of 
the date of this Agreement the Executive Committee, in 
consultation with the Settlement System Administrator and the 
Director, shall carry out a full review of the Second Tier Data 
collection system and, in consultation with the Director, shall 
seek to agree with the Settlement System Administrator  (the 
agreement of the Settlement System Administrator not be  
unreasonably withheld or delayed) the manner by which the costs  
of the Second Tier Data Collection System should be recovered, in 
the Accounting Periods commencing on or after 1st April, 1994.

	(b)	If, and to the extent, deemed necessary by the 
Executive Committee in consultation with the Settlement System 
Administrator and the Director, the Executive Committee shall 
conduct a further review of the Second Tier Data Collection 
System and, in consultation with the Director, shall seek to 
agree with the Settlement System Administrator (the agreement of 
the Settlement System Administrator not to be  unreasonably 
withheld or delayed), the manner by which the Second Tier Data 
Collection System should operate, and by which the costs of the 
same should be recovered, in the Accounting Periods commencing on 
or after 1st April, 1996 such review to commence in due time to 
enable implementation of any changes to the Second Tier Data 
Collection System on that date.

	(c)	The Executive Committee, in consultation with the 
Settlement System Administrator and the Director, shall carry out 
a further full review of the Second Tier Data Collection System 
and, in  consultation with the Director, shall seek to agree with 
the Settlement System Administrator (the agreement of the 
Settlement System Administrator not to be unreasonably withheld 
or delayed), the manner by which the Second Tier Data Collection 
System should operate, and by which the costs of the same should 
be recovered, in the Accounting Periods commencing on or after 
1st April, 1998 such review to commence in due time to enable 
implementation of any changes to the Second Tier Data Collection 
System on that date.

	(d)	In the event of an agreement within (a), (b) or, as the 
case may be, (c)  above, the provisions of this Agreement 
relating to the Second Tier Data Collection System shall be 
amended accordingly and, in the event of any failure to agree, 
the matter shall be referred to arbitration pursuant to the 
provisions of Clause 83.  If such agreement has not been reached 
or a determination has not been made or a settlement  not been 
reached under any such arbitration prior to:

(i)	in the case of (a) above, the fourth anniversary of the date 
of  this Agreement;

(ii)	in the case of (b) above (where applicable) by 1st April, 
1996; and

(iii)	in the case of (c) above by 1st April, 1998,

the Settlement System Administrator shall, between such date and 
the date on which agreement is reached or (if applicable) a 
determination or settlement under such arbitration is made or 
reached, recover the costs, expenses and charges of the Second 
Tier Data Collection System in accordance with Clause 34A and 
paragraph 3 of Part G of the  Appendix to Schedule 4.

60.18	Software for FMS:  The Settlement System Administrator 
shall develop and implement appropriate computer software for the 
purposes of collecting and aggregating data following the FMS 
Date.  

60.19	Second Tier Unmetered Supplies:

	60.19.1	Notwithstanding any of the other provisions of 
this Agreement, including Clause 60 (other than the provisions of 
this clause 60.19) and Schedule 21, the provisions of this clause 
60.19 and any Second Tier Unmetered Supplies Procedures shall, to 
the extent they are supplemental to or conflict with any other 
provisions of this Agreement, govern the rights and obligations 
of the Parties (including each Operator and each Meter Operator 
Party) in relation to Second Tier Unmetered Supplies.

	60.19.2	Neither this Clause 60.19 (save for the 
requirements set out in this Clause 60.19.2 for the bringing into 
effect of this Clause 60.19) nor the Second Tier Unmetered 
Supplies Procedures nor any amendment, variation or replacement 
of either of them may become effective:

(i)	unless and until the Chief Executive shall have given each 
Public Electricity Supplier, each Second Tier Supplier, the 
Director (who may consult with such persons as he considers 
appropriate) and the Settlement System Administrator not  less 
than 14 days' notice that this Clause 60.19 (or any amendment, 
variation or replacement thereof) and/or the Second Tier 
Unmetered Supplies Procedures are to become effective, stating 
the date on which the same are proposed to become effective and 
having attached thereto a copy of any proposed Second Tier 
Unmetered Supplies Procedures; and

(ii)	so long as none of the recipients of the notice referred to 
in  Clause 60.19.2(i) shall have given a counternotice to the 
Chief Executive before the date on which this Clause 60.19 and/or 
the Second Tier Unmetered Supplies Procedures are to become 
effective stating, on reasonable grounds, an objection to this 
Clause 60.19 or the Second Tier Unmetered Supplies  Procedures 
becoming effective on the proposed date or at all,

in the event that a counternotice shall have been given in 
accordance with Clause 60.19.2(ii) the Chief Executive shall, as 
soon as is reasonably  practicable, notify the persons referred 
to in Clause 60.19(i) of that fact.

	60.19.3	Nothing in this Clause 60.19 shall permit the 
adoption, in the Second Tier Unmetered Supplies Procedure or 
otherwise, of standards of accuracy of data for Second Tier 
Unmetered Supplies different from those which apply generally 
under this Agreement other than during the transitional period 
expiring on 31st March, 1995.

	60.19.4	Except where the context otherwise requires, in 
this Clause 60.19:

"Second Tier Unmetered Supplies" means unmetered street lighting 
and related supplies of a type which as at the date this Clause 
60.19 becomes effective are permitted to be made by a Second Tier  
Supplier;

"Second Tier Unmetered Supplies Procedures" means the procedures  
in respect of  Second Tier Unmetered Supplies in the form agreed 
between all Public Electricity Suppliers and the Director (who 
may consult with such persons as he considers appropriate) as the 
same may be amended, varied or replaced from time to time with 
the agreement of such persons.

	60.19.5	The Executive Committee may determine that Agreed 
Procedures are necessary to implement this Clause 60.19 or the 
Second Tier Unmetered Supplies Procedures and in such case 
nothing in this Clause 60.19 or the Second Tier Unmetered 
Supplies Procedures shall prejudice such determination or the 
adoption or implementation of such Agreed Procedures, provided 
that any such Agreed Procedure shall not include matters which 
would occur on the Second Tier Customer's side of the outstation.

	60.19.6	The Parties accept that modifications to the 
Settlement System  Administrator's rights and obligations under 
this Agreement may be required under the Second Tier Unmetered 
Supplies Procedures or otherwise before this Clause 60.19 can 
become effective.

PART XVI

POOL CIVIL EMERGENCIES

61.1	DEFINITIONS

	Definitions:  In this Part XVI:-

	"Civil Emergency Pool Credit Facility" shall mean a credit 
facility to be arranged by and for the use of Suppliers upon 
terms and conditions to be set out in Schedule 11 to this 
Agreement;

	"Poor Civil Emergency" shall have the meaning ascribed to it 
in Clause 61.2.1;

	"Pool Civil Emergency Event" shall mean an event or series 
of events which satisfies the conditions set out in Clause 
61.3.2;

	"Pool Civil Emergency Period" shall mean a period initiated 
by the Executive Committee after the occurrence of a Pool Civil 
Emergency Event which shall commence, and terminate, in 
accordance with this Part;

	"Pool Rules Civil Emergency Condition" shall mean, in 
respect of any Schedule Day, that both:-

(i)	UMT > 0.1 (as determined in accordance with paragraph 32.1 
(a) of Schedule 9; and

(ii)	RAPT > 3 * CAPT (as determined in accordance with  paragraph 
32.1(b) of Schedule 9;

	"Pool Rules Civil Emergency Period" shall mean a period 
which commences, and terminates, and in which section 32.3 of 
Schedule 9 is in force, in accordance with this Part; and

	"Relevant Time" in relation to any event, means the time 
which falls two hours prior to the first time at which an 
Availability Declaration must be submitted pursuant to section 
6.1 of Schedule 9 on the first Settlement Day which commences at 
least 24 hours after the occurrence of such event.

61.2	APPLICATION AND STATEMENT OF INTENT

	61.2.1	General Statement of Intended Application:  It is 
intended that this Part  shall apply where there is in existence 
an event, or series of events which does or do not generally 
occur as part of normal market operating conditions and which 
affect(s) the operation of the market for the generation, 
transmission and/or supply of electricity in England and Wales 
and which, as a result, cause(s) or is or are likely to cause 
materially changed pool prices to arise and continue (a "Pool 
Civil Emergency").  The following conditions set out in this Part 
are intended to reflect the circumstances in which it is 
envisaged that it would likely be the case that such event or 
events shall have so  occurred.

	61.2.2	Interrelationship with Act:  The Act and the 
Energy Act 1976 contain legislation conferring wide powers upon 
the Secretary of State to regulate the generation, transmission 
and/or supply of electricity in an emergency.  It is intended 
that the provisions of this Part shall coexist in application 
with such legislation.

61.3	CONDITIONS FOR EXISTENCE OF A POOL CIVIL EMERGENCY

	61.3.1	Determination of a Pool Civil Emergency:  A Pool 
Civil Emergency shall exist upon any resolution to that effect 
passed by the Executive Committee in accordance with the 
provisions of this Part whereafter, subject to the following 
provisions of this Part, a Pool Civil Emergency Period shall 
commence.

	61.3.2	Conditions:  The Executive Committee shall resolve 
that a Pool Civil Emergency exists only if it has formed the 
opinion that a Pool Civil  Emergency Event has occurred.  A Pool 
Civil Emergency Event shall occur whenever:-

(a)	materially changed pool prices exist or are likely to exist 
and,  in either case, are likely to continue; and

(b)	such materially changed pool prices are the direct result of 
any one or more of the following:-

(i)	a major failure affecting the operation of the NGC 
Transmission System;

(ii)	a major operational failure of one or more  Distribution 
Systems; or

(iii)	an inability of any Generator to generate or the loss 
of generating plant availability of any Generator; and

(c)	the event within (i),  (ii), or as the case may be, (iii) of 
(b) above has itself resulted from any one or more of the 
following:-

(i)	any action taken by or on behalf of Her Majesty's Government 
pursuant to and in accordance with the emergency provision set 
out in sections 1 to 4 of the Energy Act 1976 or section 96 of 
the Act;

(ii)	any act, order, regulation, direction or directive, 
legislation or restraint of Parliament or any governmental 
authority, or agent or instrument of the foregoing;

(iii)	any act of public enemy or terrorist, act of war or 
hostilities (whether declared or undeclared), threat of war or 
hostilities, blockade, revolution, riot,  insurrection, civil 
commotion or unrest or  demonstration;

(iv)	any strike, lock-out or other industrial action;

(v)	any act of sabotage or vandalism;

(vi)	lightning, earthquake, hurricane, storm, fire, flood, 
drought, accumulation of snow or ice, or any other extreme 
weather or environmental condition; or

	(vii)	any other event provided that in such a case any 
resolution of the Executive Committee determining that a Pool 
Civil Emergency exists must be carried by a  majority of not less 
than 75 per cent of the total votes of all Committee Members 
entitled to vote at a meeting of the Executive Committee whether 
or not present.

61.4	CONDITIONS FOR EXISTENCE OF A POOL RULES CIVIL EMERGENCY 
PERIOD

	Pool Rules Civil Emergency Period:  A Pool Rules Civil 
Emergency Period shall, subject to the following provisions of 
this Part, commence as part of a Pool Civil Emergency Period 
whenever (i) a Pool Civil emergency Period is current and (ii) 
the Pool Rules Civil Emergency Condition is satisfied and (iii) 
Section 28 of Schedule 9 hereof is not in effect.

61.5	PROCEDURE FOR INITIATION OF A POOL CIVIL EMERGENCY PERIOD 
AND COMMENCEMENT OF A POOL RULES CIVIL EMERGENCY PERIOD

	61.5.1	Right to requisition:

(a)	Each Pool Member, the Settlement System Administrator, the 
Grid Operator, the Director and the Secretary of State shall have 
the several right to have convened a special meeting of the 
Executive Committee for it to consider whether a Pool Civil  
Emergency exists (and accordingly whether a Pool Civil  Emergency 
Period is to commence).

(b)	To requisition a meeting of the Executive committee the 
relevant Party, the Director or, as the case may be, the 
Secretary of State shall notify in writing:-

(i)	in the case of a Pool Member, its appointed Committee 
Member, the Pool Chairman or the Chief Executive; and  (ii)	in 
the case of the Settlement System Administrator, the Grid 
Operator, the Director or the Secretary of State, the Pool 
Chairman or the Chief Executive,

that it wishes such a meeting to be convened giving as full an 
explanation as it is able of the event or events which it 
believes constitutes(s) the relevant Pool Civil Emergency Event.

(c)	Upon receipt of a written requisition in accordance with 
(b), the relevant Committee Member, the Pool Chairman or, as the 
case may be, the Chief Executive shall convene a special meeting 
of the Executive Committee in accordance with Clause 18 to take 
place within 48 hours after receipt of such requisition, and the 
provisions relating to notice periods in Clause 18 shall be 
varied  for the purposes of this Part accordingly.


	61.5.2	Initiation by the Executive Committee

Pool Civil Emergency Period:  If the Executive committee shall 
resolve  that a Pool Civil Emergency exists then, subject to the 
right of veto in Clause 61.5.7 being exercised, a Pool Civil 
Emergency Period shall  commence upon the expiry of the time 
limit for the exercise of such veto and shall continue until 
terminated in accordance with Clause  61.7.

	61.5.3	Pool Rules civil Emergency Period:

(a)	Commencement:  A Pool Rules Civil Emergency Period shall, 
subject to the right of veto in (b) below and in Clause 61.5.7 
being exercised, commence in accordance with Clause 61.4 at the 
expiry of the period for the exercise of the Executive 
Committee's veto in (b) below and shall continue until terminated 
in accordance with the provisions of Clause 61.7.

(b)	Executive Committee's Right of Veto:  The Executive 
Committee shall have the right to veto the commencement of a Pool 
Rules Civil Emergency Period by the passing of a resolution to 
that effect carried by a majority of not less than 65 per cent of 
the total votes of all Committee Members entitled to vote at such 
meeting whether or not present, provided that the Executive 
Committee shall only be able to exercise such right of veto prior 
to the Relevant Time relative to the time at which the Secretary 
receives a notification given by the Settlement System  
Administrator pursuant to Clause 61.5.4

(c)	Effect of Veto:  Where the Executive committee exercise its 
right of veto in accordance with (b) above, the relevant Pool 
Rules Civil Emergency Period shall not commence.


	61.5.4	Settlement System Administrator's Notification:  
The Settlement System Administrator shall notify forthwith by 
telephone (and confirm in  writing as soon as is practicable 
thereafter to) the Chief Executive, Pool Chairman, Secretary, 
Director and Secretary of State whenever it becomes aware that 
the Pool Rules Civil Emergency condition is satisfied.

	61.5.5	Reasons:  The Executive Committee shall give 
reasons for the passing of any resolution pursuant to this Clause 
or the exercising of any right of veto conferred on it by this 
Clause, to be notified to the relevant parties by the Secretary 
in accordance with Clause 61.5.6.

	61.5.6	Notification (1):  The Secretary shall notify in 
accordance with Clause 75 all Parties, the Director and the 
Secretary of State:-

(a)	of the result of any vote taken on a resolution of the 
Executive Committee pursuant to this Part, giving reasons in 
outline explaining such result, immediately following the 
conclusion of the meeting at which the vote was taken; such 
notification may be given by telephone or by facsimile 
transmission.  An outline statement of reasons shall be 
circulated by the Secretary to the same persons as soon as is 
reasonably practicable thereafter; and

(b)	where there has been no exercise within the time limit 
provided  therefor of a right of veto pursuant to either clause 
61.5.3 by the Executive Committee or Clause 61.5.7 by the 
Director or the Secretary of State, notify all Parties, the 
Director and the Secretary of State immediately of the 
commencement of a Pool Rules Civil Emergency Period.

	61.5.7	Right of Veto:

(a)	Right of Veto:  The Director and the Secretary of State 
shall each have a several right to veto the commencement of any 
Pool civil Emergency Period or, as the case may be, Pool Rules 
Civil Emergency Period by giving written notice of an exercise of 
such right of veto addressed to the Executive Committee, the Pool 
Chairman and the Chief Executive within the time periods 
specified below.  To be validly given, such notice shall specify 
in sufficient detail (in the case of a Pool Civil Emergency 
Period) the relevant resolution of the Executive Committee or (in 
the case of a Pool Rules Civil Emergency Period) the relevant 
notification of the Settlement System Administrator, in respect 
of which the right of veto is being exercised.

(b)	Effect of Veto:  Where the Director or the Secretary of 
State exercises his veto in accordance with this Clause 61.5.7, 
the relevant Pool Civil Emergency Period or, as the case may be, 
Pool Rules Civil Emergency Period shall not commence.

(c)	Time Limits:  Any veto given by, or on behalf of, either of 
the Director or Secretary of State must be received by or on 
behalf of the Executive Committee:-

(i)	in respect of a resolution initiating a Pool Civil Emergency 
Period, before the expiry of a period  of 48 hours commencing 
upon the receipt by the Director or, as appropriate, the 
Secretary of State, of the notification of the result of the vote 
upon the  relevant resolution; or

(ii)	in the case of a veto in respect of  the commencement of a 
Pool Rules Civil Emergency Period, before the expiry of the time 
for the exercise of the Executive Committee's right of veto 
pursuant to Clause 61.5.3.

For the avoidance of doubt, such veto may be given at any time 
before the commencement of such period.

(d)	Reasons:  The Director shall upon exercising a right of veto 
conferred by this Clause give reasons to the Executive Committee 
supporting the exercise of that right and the Parties would 
expect the Secretary of State also to give reasons upon any 
exercise of his right of veto conferred by this Clause.

(e)	Notification (2):  Upon receipt by or on behalf of the 
Executive Committee of a notice of exercise of veto pursuant to 
this Clause, the Secretary, on behalf of the Executive Committee, 
shall as soon as is possible thereafter give notice in accordance 
with Clause 75 of the exercise of such veto.

61.6	EFFECT OF POOL AND POOL RULES CIVIL EMERGENCY PERIODS

	61.6.1	Effect of a Pool Civil Emergency Period:

(a)	Upon a determination that a Pool Civil Emergency exists in 
accordance with Clause 61.2.1 above:-

(i)	Suppliers shall be entitled during the Pool Civil Emergency 
Period, for the purposes of payments to be made by them pursuant 
to this Agreement during such period, to utilise the Civil 
Emergency Pool  Credit Facility; and

(ii)	Sections 32.1 and 32.2 of the Pool Rules shall enter into 
force and effect.

(b)	The Pool Members expressly acknowledge the fact that  during 
the currency of any Pool Civil Emergency Period  Suppliers shall 
be entitled to operate credit facilities in  accordance with and 
subject to any conditions of their respective Licences (where 
relevant).

	61.6.2	Effect of a Pool Rules Civil Emergency Period:  
Upon the commencement of a Pool Rules Civil Emergency Period in 
accordance with Clause 61.5.3(a), the provisions of Section 32.3 
of Schedule 9 shall enter into full force and effect and shall 
continue in full force and effect until such time as that Pool 
Rules civil Emergency Period is terminated in accordance  with 
Clause 61.7

61.7	TERMINATION OF A POOL CIVIL EMERGENCY PERIOD

	61.7.1	Director's determination of end of Pool Civil 
Emergency Period:  A Pool Civil Emergency Period and, where 
applicable, any concurrent Pool Rules Emergency Period, shall 
terminate upon any determination of the Director to that effect.

	61.7.2	Consultation:  The Director shall only determine 
that a Pool Civil  Emergency Period and, where applicable, any 
concurrent Pool Rules Civil Emergency Period shall terminate 
after having fully consulted and taken into consideration the 
views of all relevant Parties and after  having obtained the 
approval of the Secretary of State.

	61.7.3	Notification (3):  The Director shall notify in 
writing the Secretary, the  Pool Chairman and the Chief Executive 
as soon as is possible of any determination made pursuant to this 
Clause 61.7 giving reasons for any determination so made and the 
Secretary shall immediately notify  all Parties of such 
determination upon receipt.

	61.7.4	Confirmation:  The Director shall confirm to the 
Executive Committee  upon any determination pursuant to this 
Clause 61.7 that a Pool Civil Emergency Period shall terminate, 
that he has taken full account of all relevant matters, the views 
of such relevant Parties and has obtained the approval of the 
Secretary of State.

	61.7.5	Termination of a Pool Rules Civil Emergency Period 
within a continuing Pool Civil Emergency Period:

(a)	The Executive Committee may, by resolution carried by a 
majority of not less than 65 per cent of the total votes of all 
Committee Members whether or not present, terminate any current 
Pool Rules Civil Emergency Period whenever it considers, in its 
absolute discretion, that the continued application of the 
modified Pool Rules as set out in Section 32.3 of Schedule 9 to 
be, in the circumstance, no longer appropriate.

(b)	The relevant Pool Rules Civil Emergency Period shall 
terminate following the passing of that resolution at the 
Relevant Time relative to the time at which that resolution is 
passed.

(c)	The Secretary, on behalf of the Executive Committee, shall 
as soon as is possible after the passing of such resolution give 
notice to all Parties, the Director and the Secretary of State in 
accordance with Clause 75 that the relevant Pool Rules Civil  
Emergency Period is to so terminate.

(d)	Whenever Section 28 of Schedule 9 enters into force and 
effect, in accordance with this Agreement, any Pool Rules Civil  
Emergency Period then current shall terminate at the time that 
such section so enters into force and effect.

	61.7.6	Effect of Termination:

(a)	Pool civil Emergency Period:  Upon the termination of any 
Pool Civil Emergency Period the Civil Emergency Pool Credit 
Facility shall forthwith cease to be utilised and, where there is 
a  concurrent Pool Rules Civil Emergency Period, the provisions 
of Section 32 of Schedule 9, shall forthwith cease to be 
effective.

(b)	Pool Rules Civil Emergency Period within a current and 
continuing Pool Civil Emergency Period:  Upon the termination of 
any Pool Rules Civil Emergency Period within a current and 
continuing Pool Civil Emergency Period the provisions of  Section 
32.3 of Schedule 9 shall forthwith cease to be effective.

61.8	REFERENCE TO DIRECTOR

	61.8.1	Reference to the Director:  If any dispute shall 
arise between the Executive Committee and any Pool Member: 

	(a)	as to whether the Executive Committee ought to have 
concluded that the conditions for the initiation of a Pool Civil 
Emergency Period in accordance with Clause 61.3.2 were satisfied 
either as a matter of fact or such that there was a Pool Civil 
Emergency within the spirit of the statement of intent set out at 
Clause 61.2.2; or 

	(b)	as to whether the Executive Committee ought or ought 
not to have exercised its right of veto pursuant to Clause 
61.5.3(b) in respect of the commencement of a Pool Rules Civil 
Emergency Period; or 

	(c)	as to whether a Pool Rules Civil Emergency Period 
within a current and continuing Pool Civil Emergency Period ought 
or ought not to have been terminated by the Executive Committee 
in accordance with Clause 61.7.5 above, 

	the dispute may be referred by notice of the dispute given 
in writing by the relevant Pool Member to the Director and as if 
such Pool Member were exercising a Dissenting Pool Member's right 
of appeal pursuant to Clause 13.5.  The Director shall determine 
the matter within 60 days of receipt of such referral.  Notice of 
any such referral shall be given to the Executive Committee at 
the same time that the dispute is so referred.

	61.8.2	Content and Effect of Determination:

	(a)	If  the Director shall determine in accordance with 
Clause 61.8.1 that a Pool Civil Emergency Period or Pool Rules 
Civil Emergency Period should commence, or as the case may be, 
resume, then:

	(i)	in the case of a Pool Civil Emergency Period, upon such 
determination having been notified to the Secretary in accordance 
with Clause 61.8.3, a Pool Civil Emergency Period shall commence 
or, as the case may be, resume; and 

	(ii)	in the case of a Pool Rules Civil Emergency Period, 
such period shall commence at the Relevant Time relative to the 
time at which such determination has been notified to the 
Secretary in accordance with Clause 61.8.3; or 

	(b)	If the Director shall determine in accordance with 
Clause 61.8.1 that a continuing Pool Civil Emergency Period or 
Pool Rules Civil Emergency Period should terminate, then: 

	(i)	in the case of a Pool Civil Emergency Period, upon such 
determination having been notified to the Secretary in accordance 
with Clause 61.8.3, the then current Pool Civil Emergency Period 
shall terminate; and 

	(ii)	in the case of a Pool Rules Civil Emergency Period, the 
then current such period shall terminate at the Relevant Time 
relative to the time at which such determination has been 
notified to the Secretary in accordance with Clause 61.8.3.

	61.8.3	Notification (4):  The Director shall notify in 
writing the Secretary, the Pool Chairman and the Chief Executive 
as soon as is possible of any determination made pursuant to this 
Clause 61.8 giving reasons for any determination so made and the 
Secretary shall immediately notify all Parties of such 
determination upon receipt.

61.9	MODIFICATION OF PROCEDURES

	Modification of Procedures:  Neither the procedures for a 
poll set out in Clause 22 nor the provisions of Clause 13.4 shall 
apply to any resolution of the Executive Committee referred to in 
this Part XVI, and there shall be no right of referral of the 
matter the subject of such resolution to the Pool Members in 
general meeting.

PART XVII

TRADING SITE

62 TRADING SITE

	Trading Site:  The provisions of Schedule 17 shall have 
effect.



PART XVIII

THE POOL FUNDS ADMINISTRATOR, BILLING AND SETTLEMENT


63 THE POOL FUNDS ADMINISTRATOR

63.1	Responsibilities:  The Pool Funds Administrator shall have 
the following duties, responsibilities and obligations, namely:-

	63.1.1	to comply with all the obligations set out in this 
Agreement and the  Agreed Procedures in respect of the 
establishment, maintenance and operation of the Funds Transfer 
System and to carry out its obligations under the Funds Transfer 
Agreement;

	63.1.2	to keep under review and to make recommendations 
to the Executive Committee on its own initiative or whenever 
requested by the Executive Committee concerning:-

(a)	any change to the Funds Transfer System (or any part or 
aspect thereof);

(b)	the appointment of a new Pool Banker;

(c)	any change to Schedule 11 or 15; and

(d)	any change to the Funds Transfer Agreement,

which the Pool Funds Administrator may consider desirable.  In 
making such recommendations, the Pool Funds Administrator shall 
have regard to, and shall provide details of, the cost of 
implementing such changes (which cost would be charged or 
recharged to Pool Members) and shall recommend whether, in light 
of those costs, certain parties or categories of party to the 
Agreement should be exempted from such changes or whether special 
provisions for such parties or categories of party should be 
adopted;

	63.1.3	(a)	to maintain such records, data and other 
information as the Pool Auditor may, after consultation with the 
Executive Committee, from time to time by notice in writing and 
in reasonable detail to the Pool funds Administrator, require for 
the purposes of Part IX, or as may otherwise be reasonably 
necessary to enable the Pool Funds Administrator to comply 
promptly and fully with all its obligations under this Agreement, 
the Agreed Procedures or the Funds Transfer Agreement, in either 
such case in such form as the Pool Auditor may from time to time 
by notice to the Pool  Funds Administrator require or (in the 
absence of such notification) in such form as a reasonably 
prudent operator of the Funds Transfer System would adopt; and

(b)	to maintain such records, data and other information as H.M. 
Customs and Excise may from time to time require of the Pool 
Funds Administrator;

	63.1.4	to retain in machine readable form or hard copy 
form for a period of not less than eight years (or such longer 
period as any applicable law may require) and in any event in 
hard copy form (which for these purposes shall include 
microfiche) for a period of not less than one year copies of the 
records, data and other information received and processed by the 
Pool Funds Administrator in connection with its  performance of 
the Services including:-

(a)	(to the extent relevant for the performance of the Services) 
Settlement Runs and Settlement Re-runs;

(b)	Advice Notes and Confirmation Notices;

(c)	bank statements in respect of the Pool Accounts;

(d)	Pool Ledger Accounts;

(e)	Payments Calendars;

(f)	a record of all Default Interest Rates and Reserve Interest 
Rates calculated from time to time (including the period to which 
each interest rate relates);

(g)	details of Security Cover supplied and to be supplied by 
each  Supplier; and

(h)	correspondence between the Pool Funds Administrator, on the 
one hand, and the Executive Committee, the Pool Chairman, the 
Chief Executive, any Pool Member, the Pool Banker, any Collection 
Bank, the Settlement System Administrator, the Ancillary Services 
Provider, the Director, the Pool Auditor, the Grid Operator and 
any other relevant bank or institution, on the other hand;

	63.1.5	to provide to the Executive Committee and the 
Chief Executive upon request records, data and other information 
concerning the funds Transfer System (and any part thereof) 
(unless disclosure would breach any duty of confidentiality 
imposed on the Pool Funds Administrator) and which the Pool Funds 
Administrator is required to retain under paragraph 63.1.3 or 
63.1.4 (and each of the Parties agrees to the release of all such 
records, data and other information in the circumstances and 
manner described in this paragraph 63.1.5);

	63.1.6	to provide to the Pool Auditor upon request 
records, data and other information concerning the Funds Transfer 
System (and any part thereof) and which the Pool Funds 
Administrator is required to maintain and retain under paragraph 
63.1.3 or 63.1.4 (and each of the Parties agrees to the release 
of all such records, data and other information in the 
circumstances and manner described in this paragraph 63.1.6);

	63.1.7	subject to the provisions of Part XX, to provide a 
certified copy of such records, data and other information 
concerning the Funds Transfer System (and any part thereof) and 
amounts payable by or to any Pool Member or the Ancillary 
Services Provider as the relevant Pool Member or (as the case may 
be) the Ancillary Services Provider may reasonably request for 
the purposes of establishing the amounts which are owed to or by 
such Pool Member or the Ancillary Services Provider in accordance 
with this Agreement, and in any event such information as any 
Pool Member or the Ancillary Services Provider may request  from 
the Pool Funds Administrator in order to establish or prove a 
claim to any amounts due or claimed to be due.  The Pool Funds 
Administrator shall forthwith upon such request provide such 
information upon delivery (if so required by the Pool  Funds 
Administrator) of a certificate form the counsel of such Pool 
Member or the Ancillary Services Provider certifying that, in 
such counsel's opinion, such information is required for such 
purpose;
	
	63.1.8	to issue Advice Notes and Confirmation Notices 
within the times and containing the details required by Schedule 
11;

	63.1.9	upon request, promptly to supply on its own behalf 
and on behalf of Pool Members and the Ancillary Services Provider 
(with a copy to the Pool Member concerned and the Ancillary 
Services Provider) any information (including copies of 
documents) to H.M. Customs and Excise, and to co-operate in any 
investigation by H.M. Customs and Excise or H.M. Inspector of 
Taxes relating to the Funds Transfer System (or any part or 
aspect thereof);

	63.1.10	in respect of each calendar quarter, to issue to 
all Pool Members, the Executive Committee, the Chief Executive, 
the Settlement System Administrator and the Ancillary Services 
Provider no later than the fifth Business Day after each calendar 
quarter a statement enabling the identification of who may 
constitute Majority Default Calling Creditors during that 
calendar quarter (and the Parties hereby agree to such  
disclosure being made);

	63.1.11	except in respect of moneys received on account of 
the PFA Operating Costs, the PFA Handling Charge, the Annual Fee 
or Bank Charges in accordance with the accounting procedure set 
out in Schedule 15 or the consideration received pursuant to sub-
section 5.1 or 5.2 of that  Schedule, to pay all moneys received 
by it from a Pool Member or the Ancillary Services Provider in 
accordance with Schedule 11 into a Pool Account to be held in 
trust in accordance with the provision of Schedule 11; and

	63.1.12	to comply with all its other obligations under 
this Agreement (including Schedules 11 and 15) and the Agreed 
Procedures,

	and expressions defined in Schedules 11 and 15 shall have 
the same respective
	meanings when used in this Clause 63.1

63.2	Standard of care:  In the exercise of its duties and 
responsibilities under this Agreement and the Agreed Procedures 
the Pool Funds Administrator shall exercise that degree of care, 
diligence, skill and judgment which would ordinarily be expected 
of a reasonably prudent operator of the Funds Transfer System 
taking into account the circumstances actually known to the Pool 
Funds Administrator, its officers and employees at the relevant 
time or which ought to have been known to it or them had it or 
they made such enquiries as were reasonable in the circumstances.  
In particular, but without prejudice to the generality of the 
foregoing in the absence of directions and instructions given to 
it by the Executive Committee under this Agreement and having due 
regard to the resources available to it, the Pool Funds 
Administrator shall at all times conduct itself in a manner 
calculated to achieve the principal objects and purposes of this 
Agreement set out in Clauses 4.1.2 and 4.1.3.

63.3	UK value added tax indemnity:

	63.3.1	Indemnity (1):  Without prejudice to paragraph 
63.3.2 all Pool Members shall jointly and severally indemnify and 
keep indemnified the Pool Funds Administrator, its officers, 
employees and agents (and, as between the Pool Members, according 
to their respective Contributory Shares at the time of receipt of 
the request for indemnification, calculated on the basis that the 
points allocated to the Pool Member in default are disregarded) 
against any liability which the Pool Funds Administrator may 
incur as a result of the failure of any Pool Member or the 
Ancillary Services Provider (as the case may be) properly to 
account to H.M. Customs and Excise for all amounts of United 
Kingdom Value Added Tax payable or receivable by it in respect of 
any supplies of electricity or Ancillary Services.

	63.3.2	Indemnity (2):  If any Pool Member or the 
Ancillary Services Provider shall fail properly to account for 
any amount of United Kingdom Value Added Tax payable or 
receivable by it, that person shall indemnify and keep 
indemnified each Pool Member (on an after tax basis, but taking 
account of any tax relief available to the relevant Pool Member) 
against any liability which such Pool Member shall incur pursuant 
to paragraph 63.3.1.

63.4	Schedule 15:

	63.4.1	Subject to the rights of each of the Parties under 
this Agreement, all Parties hereby agree promptly to execute and 
deliver all agreements and other documentation necessary to give 
effect to any act, matter or thing done by the Executive 
Committee in accordance with Schedule 15 (including the removal 
of the incumbent Pool Funds Administrator and the appointment of 
a successor in accordance with the terms thereof).

	63.4.2	Schedule 15 provides that certain matters may be 
referred by the Executive Committee to arbitration pursuant to 
Clause 83.  In making any such reference or in alleging that any 
such reference is being made pursuant to Clause 83 the Executive 
Committee shall act (and is hereby irrevocably authorised by each 
of the Pool Members to act) as the sole and exclusive 
representative of all the Pool Members and the Pool Funds 
Administrator hereby agrees that the Executive Committee shall 
have the authority so to act.

64 PROCEDURES MANUAL

64.1	Preparation:  Within 28 days after the Effective Date (or 
such longer period as the Executive Committee may approve) the 
Pool Funds Administrator shall prepare, or cause to be prepared, 
a Procedures Manual which it shall submit to the Executive 
Committee for its review.  The Executive Committee shall give its 
comments on the Procedures Manual to the Pool Funds Administrator 
within 28 days after receipt thereof and the Pool Funds 
Administrator shall revise, or cause to be revised, the 
Procedures Manual to the satisfaction of the Executive Committee 
within 21 days after receipt of such comments (or such longer 
period as the Executive Committee may approve).  Promptly 
thereafter the Pool Funds Administrator shall provide the 
Executive Committee with sufficient copies for the revised 
Procedures Manual for distribution by the Executive Committee to 
all Parties, the Pool Auditor, the Pool Banker and the Director.

64.2	Amendments:  Where from time to time any amendments to the 
Procedures Manual are necessary to reflect changes in the systems 
and/or procedures associated with the Funds Transfer System, the 
procedure set out in Clause 64.1 shall apply mutatis mutandis.

64.3	Costs:  The costs of producing, revising and amending the 
Procedures Manual shall be borne by the Pool Funds Administrator 
and recovered by it in accordance with the provisions of Schedule 
11 as part of its charges.

65 BILLING AND SETTLEMENT

	The provisions of Schedule 11 shall have effect.



PART XIX

DEFAULT, TERM AND TERMINATION

66 DEFAULT

66.1	Default (1):  At any time after the occurrence of any of the 
events referred to in Clause 66.3.1, 66.3.2 or 66.3.3 and so long 
as such event continues unremedied or unwaived by Majority 
Default Calling Creditors:-

	66.1.1	Majority Default Calling Creditors may, upon 
reaching  a bona fide  conclusion that the reason for the failure 
by the Defaulting Pool Member under Clause 66.3.1, 66.3.2 or 
66.3.3 is other than administrative or banking error (having 
taken into account the representations, if any, of the Defaulting 
Pool Member made within 24 hours after request therefor is made 
to the Defaulting Pool Member on behalf of the Majority Default 
Calling Creditors, which request Majority Default Calling 
Creditors shall be obliged to make), by notice to the Defaulting 
Pool Member (copied to the Executive Committee and the Director) 
declare such event an Event of  Default;

	66.1.2	at the same time as Majority Default Calling 
Creditors declare such an Event of Default or any time 
thereafter, Majority Default Calling Creditors may by notice to 
the Executive Committee (copies to the Defaulting Pool Member and 
the Director) require the Executive Committee to suspend (which 
the Executive Committee shall forthwith do) all voting rights of 
the Defaulting Pool Member under this Agreement for a specified 
period (being not more than 90 days) and, upon the Executive 
Committee giving notice to such effect to the defaulting Pool 
Member (copied to the Director), such voting rights (but not any 
other rights or any liabilities or obligations of the Defaulting 
Pool Member) shall be suspended for such period; and

	66.1.3	where:-

(a)	the Defaulting Pool Member is a Public Electricity Supplier, 
no earlier than 28 days after the date of the notice referred to 
in Clause 66.1.1; and

(b)	in any other case, at the same time as Majority Default 
Calling Creditors declare such an Event of Default or at any time 
thereafter,

Majority Default Calling Creditors may by notice to the 
Defaulting Pool Member (copied to the Executive committee, the 
Settlement System Administrator, the Grid Operator, the Pool 
Funds Administrator, the Ancillary Services Provider and the 
Director) require the Defaulting Pool Member to cease to be a 
Party with effect from the date of its De-energisation and until 
such date all voting rights of the Defaulting Pool Member under 
this Agreement (but not any other rights or any liabilities or 
obligations of the Defaulting Pool Member) shall be automatically 
suspended.

For the avoidance of doubt, Majority Default Calling Creditors 
shall be at liberty to give notice under Clause 66.1.2 and, upon 
expiry of the specified period referred to therein and subject as 
provided in the foregoing provisions of this Clause 66.1, to give 
notice under Clause 66.1.3.

	66.2	Default (2):  At any time after the occurrence of any 
of the events referred to in Clause 66.3 (other than (a) any of 
the events referred to in Clause 66.3.1, 66.3.2 and 66.3.3 and 
(b) in the case where the Defaulting Pool Member is unable to pay 
its debts as referred to in Clause 66.3.6(a), unless any of the 
other events referred to in Clause 66.3 has occurred and is 
continuing) and so long as such event continues unremedied or 
unwaived by the Pool Members in general meeting the Executive 
Committee may (and shall if so directed by the Pool Members in 
general meeting):-

66.2.1	by notice to the Defaulting Pool Member (copied to the 
Director) declare such event an Event of Default and suspend all 
voting rights of the Defaulting Pool Member under this Agreement 
for  a specified period (being not more than 90 days) whereupon 
such voting rights (but not any other rights or any liabilities 
or obligations of the Defaulting Pool Member) shall be suspended 
for such period; and

	66.2.2	upon the expiry of such period by notice to the 
Defaulting Pool Member (copied to the Settlement System 
Administrator, the Grid Operator, the Pool Funds Administrator, 
the Ancillary Services Provider and the Director) require the 
Defaulting Pool Member to cease to be a party to this Agreement 
with effect from the date of its De-energisation and until such 
date all voting rights of the Defaulting Pool Member  under this 
Agreement (but not any other rights or any liabilities or 
obligations of the Defaulting Pool Member) shall be automatically 
suspended.

	66.3	Events of Default:  The events referred to in the 
foregoing provision of this Clause  66 are:-

66.3.1	the Pool Member in question (the "Defaulting Pool 
Member") shall fail to provide or maintain or renew in accordance 
with Schedule 11 the requisite amount of Security Cover 
determined pursuant to that Schedule; or

66.3.2	the Defaulting Pool Member shall fail to pay in the 
manner provided in  this Agreement any sum payable by it to any 
Pool Creditor within three Business Days after its due date; or

66.3.3	the Defaulting Pool Member shall fail to pay in the 
manner provided in this Agreement any sum payable by it hereunder 
to the Settlement System Administrator or the Pool Funds 
Administrator within 28 days after the Settlement System 
Administrator or (as the case may be) the Pool funds 
Administrator has given notice to it (copied to the  Executive 
Committee and the Director) that payment has not been received 
and requiring such default to be remedied; or

66.3.4	the Defaulting Pool Member shall fail to pay in the 
manner provided in this Agreement any sum payable by it hereunder 
to the Executive Committee within 28 days after the Executive 
Committee has given notice to it (copied to the Director) that 
payment has not been received and requiring such default to be 
remedied; or

66.3.5	the Defaulting Pool Member shall fail in any material 
respect to perform or comply with any of its other obligations 
under this Agreement and such default (if it is capable of 
remedy) is not remedied within a reasonable period of time (not 
exceeding 90 days) after the Executive Committee has given notice 
to the Defaulting Pool Member (copied to the Director) of the 
occurrence thereof and requiring the same to be remedied; or

66.3.6	the Defaulting Pool Member:-

(a)	is unable to pay its debts (within the meaning of section 
123(1) or (2) of the Insolvency Act 1986, but subject as 
hereinafter provided in this Clause 66.3.6) or if any voluntary 
agreement is proposed in relation to it under section 1 of that 
Act or enters into any scheme of arrangement (other than for the 
purpose of reconstruction or amalgamation upon terms and within 
such period as may previously have been approved in writing by 
the Executive Committee);

(b)	has a receiver (which expression shall include an 
administrative receiver within the meaning of section 29 of the 
Insolvency Act 1986) of the whole or any material part of its 
assets or undertaking appointed;

(c)	has an administration order under section 8 of the 
Insolvency Act 1986 made in relation to it;

(d)	passes any resolution for winding-up other than a resolution 
previously approved in writing by the Executive Committee; or

(e)	becomes subject to an order by the High Court for winding-
up.

For the purposes of paragraph (a) above section 123(1)(a) of the 
Insolvency Act 1986 shall have effect as if for "o750" there was  
substituted o10,000 and, further, the Defaulting Pool Member 
shall not be deemed to be unable to pay its debts for the 
purposes of paragraph (a) above if any such demand as is 
mentioned in the said section is being contested in good faith by 
the Defaulting Pool Member with recourse to all appropriate 
measures and procedures; or

66.3.7	the Licence (if any) granted to the Defaulting Pool 
Member is  determined or revoked or otherwise ceases to be in 
force for any reason whatsoever,

in any such case for whatever reason and whether or not within 
the control of the Defaulting Pool Member.

	66.4	De-energisation:

66.4.1	If the Majority Default Calling Creditors shall give 
notice to a Defaulting Pool Member under Clause 66.1.3 or the 
Executive Committee shall give notice to a Defaulting Pool Member 
under Clause 66.2.2 the Defaulting Pool Member shall forthwith, 
and in compliance with the instructions of the Grid Operator or 
(in the case of any connection to a User System) the User whose 
System it is (the "Relevant User"), take all such action as may 
be necessary to give effect to the relevant De-energisation.

66.4.2	If the Defaulting Pool Member shall fail to take such 
action as is referred to in Clause 66.4.1 within 48 hours after 
the date of any such notice referred to therein, the Grid 
Operator and/or, as the case may be, the Relevant User undertakes 
to each of the other Parties and the Executive Committee to use 
reasonable endeavours to effect or (as the case may be) give 
instructions to effect such De-energisation as quickly as 
practicable having regard to all the circumstances affecting such 
De-energisation (including any operational difficulties and 
relevant Licence duties).

66.4.3	Each Pool Member hereby irrevocably and unconditionally 
consents to its De-energisation by the Grid Operation and/or, as 
the case may be, the Relevant User in circumstances set out in 
Clause 66.4.2.

	66.5	Sharing of risk:  Where an Event of Default is declared 
under Clause 66.1.1 or 66.2.1 in respect of a Defaulting Pool 
Member which is a Public Electricity Supplier, then for the 
period beginning on the date of the notice declaring such Event 
of Default until the earlier of:-

66.5.1	the date falling 28 days thereafter; and

66.5.2	the date on which the Event of Default has been 
remedied or waived by Majority Default Calling Creditors or (as 
the case may be) the Pool Members in general meeting,

(but not further or otherwise) each Pool Member (other than the 
Defaulting Pool Member) shall be severally liable for its 
Contributory share (calculated on the basis that the Points 
allocated to the Defaulting Pool Member are disregarded) of all 
sums (including United Kingdom Value Added Tax) which such 
Defaulting Pool Member is required under this Agreement to pay in 
respect of electricity taken by the Defaulting Pool Member and 
Ancillary Services during each complete Settlement Day falling 
within such period and which are not paid on the due date 
therefor by the Defaulting Pool Member. The Defaulting Pool 
Member shall indemnify and keep indemnified each Pool Member on 
demand against all sums properly paid by such Pool Member 
pursuant to this Clause 66.5 together with interest thereon from 
the date of payment by such Pool Member to the date of its 
reimbursement (as well after as before judgment) at the Default 
Interest Rate.

	66.6	Indemnity on De-energisation:  Where under Clause 66.4 
the Grid Operator and/or the Relevant User is required to effect 
or (as the case may be) give instructions to effect a De-
energisation the Defaulting Pool Member, failing which, each Pool 
Member (but, in the case of each Pool Member, only in respect of 
its Contributory Share at the time of receipt for the request for 
indemnification, calculated on the basis that the Points 
allocated to the Defaulting Pool Member are disregarded) shall 
indemnify and keep indemnified the Grid Operator and/or the 
Relevant User (as the case may be) on demand against any and all 
liability, loss or damage which it may suffer or incur by reason 
of effecting or giving instructions to effect such De-
energisation.
	
	66.7	Accrued rights and liabilities:

66.7.1	the suspension of a person as a Pool Member and the 
cessation of a person as a Pool Member and/or a Party for 
whatever reason shall not prejudice its accrued rights and 
liabilities under this Agreement as at the date of its suspension 
or (as the case may be) cessation or its rights and liabilities 
under this Agreement which may accrue in relation to the period 
during which it was not so suspended or (as the case may be) it 
was a Party or any of its obligations under this Agreement which 
are expressed to continue notwithstanding such suspension or 
cessation.

66 7 2	Without prejudice to the generality of Clause 66 7.1, a 
Defaulting Pool Member shall be liable for all sums (including 
United Kingdom Value Added Tax) which it is required under this 
Agreement to pay in respect of electricity taken by it and 
Ancillary Services pending its De- energisation pursuant to 
Clause 66.4.


67 TERM AND TERMINATION

67.1	Term:  This Agreement shall have no fixed duration.

67.2	Suspension of Pool Member's voting rights:  A Pool Member's 
voting rights shall be suspended only in the circumstances and to 
the extent specified in Clauses 66.1.2 and 66.2.1.

67.3	Termination as a Party:  A Pool Member shall cease to be a 
Party only:-

	67.3.1	in the circumstances and to the extent specified 
in Clauses 8.7 to 8.10 (inclusive);

	67.3.2	in the circumstances and to the extent specified 
in Clauses 66.1.3 and 66.2.2; or

	67.3.3	if, by unanimous resolution of all Committee 
Members, the Executive Committee shall so reasonably determine 
and the prior written consent of the Director shall have been 
obtained.

67.4	Termination of the Agreement:

	67.4.1	This Agreement may be terminated if a resolution 
of Pool Members in general meeting is unanimously carried by 
those Pool Members present in person or by proxy at the relevant 
general meeting and the prior written consent of the Director has 
been obtained.

	67.4.2	The termination shall take effect from whichever 
is the later in time of the date of the resolution referred to in 
Clause 67.4.1 and the consent in writing of the director referred 
to in that Clause.

67.5	Clause exhaustive:  The Pool Members agree that the 
foregoing provisions of this Clause 67, when read with the 
Clauses referred to herein and Clause 8.11, are exhaustive of the 
rights of suspension of a Pool Member's voting rights, of 
termination of Pool Membership, of cessation as a Party and  of 
termination of this Agreement.




PART XX

CONFIDENTIALITY

68 DEFINITIONS AND INTERPRETATION

68.1	Definitions:  In this Part XX, except where the context 
otherwise requires:-

	"Authorised Recipient" means, in relation to any Protected 
Information, any Business Person who, before the Protected 
Information had been divulged to him by NGC or any subsidiary of 
NGC, had been informed of the nature and effect of Clause 69 and 
who requires access to such Protected Information for the proper 
performance of his duties as a Business Person in the course of 
Permitted Activities;

	"Business Person" means any person who is a Main Business 
Person or a Corporate Functions Person, and "Business Personnel" 
shall be construed accordingly;

	"Confidential Information" means all data and other 
information supplied to the Obligor or any nominee of the Obligor 
appointed pursuant to paragraph 10 of Appendix 4 of Schedule 9 by 
another Party under the provisions of this Agreement, and shall 
include copies of the load modules referred to in Service Line 11 
(Listings and Load Modules);

	"Corporate Functions Person" means any person who:-

	(a)	is a director of NGC; or

	(b)	is an employee of NGC or any of its subsidiaries 
carrying out any administrative, finance or other corporate 
services of any kind which in part relate to the Main Business; 
or

	(c)	is engaged as an agent of or an adviser to or performs 
work in relation to or services for the Main Business;

	"Generation business" has the same meaning as in the NGC 
Transmission Licence;

	"Main Business" means any business of NGC or any of its 
subsidiaries as at the Effective Date or which it is required to 
carry on under the NGC Transmission Licence, other than the 
Generation Business;

	"Main Business Person" means any employee of NGC or any 
director or employee of its subsidiaries who is engaged solely in 
the Main Business, and "Main Business Personnel" shall be 
construed accordingly;

	"Obligor" has the meaning given to that term in Clause 70.1;
	
	"Permitted Activities" means activities carried on for the 
purposes of the Main Business; and

	"Protected Information" means any information relating to 
the affairs of a Party which is furnished to Business Personnel 
pursuant to this Agreement unless, prior to such information 
being furnished, such Party has informed the recipient thereof by 
notice in writing or by endorsement on such information that the 
said information is not to be regarded as Protected Information.  

68.2	Interpretation:  For the avoidance of doubt, data and other 
information which any Party is permitted or obliged to divulge or 
publish to any other Party pursuant to this Agreement shall not 
necessarily be regarded as being in the public domain by reason 
of being so divulged or published.

69 CONFIDENTIALITY FOR NGC AND ITS SUBSIDIARIES

69.1	Protection of Protected Information:  NGC and its 
subsidiaries in each of their capacities in this Agreement shall 
secure that Protected Information is not:-

	69.1.1	divulged by Business Personnel to any person 
unless that person is an Authorised Recipient;

	69.1.2	used by Business personnel for the purposes of 
obtaining for NGC or any of its subsidiaries or for any other 
person:-

(a)	any electricity licence; or

(b)	any right to purchase or otherwise acquire, or to 
distribute, electricity (including rights under any electricity 
purchase contract, as defined in the NGC Transmission Licence); 
or

(c)	any contract or arrangement for the supply of electricity to 
Customers or Suppliers; or

(d)	any contract for the use of any electrical lines or 
electrical plant belonging to or under the control of a Supplier; 
or

(e)	control of any body corporate which, whether directly or 
indirectly, has the benefit of any such licence, contract or 
arrangement; and

	69.1.3	used by Business Personnel for the purpose of 
carrying on any activities other than Permitted Activities,

	except with the prior consent in writing of the Party to 
whose affairs such
`	Protected Information relates.

69.2	Exceptions:  Nothing in this Clause 69 shall apply:-

	69.2.1	to any Protected Information which, before it is 
furnished to Business Personnel, is in the public domain; or

	69.2.2	to any Protected Information which, after it is 
furnished to Business Personnel:-

(a)	is acquired by NGC or any subsidiary of NGC in circumstances 
in which this Clause 69 does not apply; or

(b)	is acquired by NGC or any subsidiary of NGC in circumstances 
in which this Clause 69 does apply and thereafter ceases to be 
subject to the restrictions imposed by this Clause 69; or

(c)	enters the public domain,

and in any such case otherwise than as a result of (i) a breach 
by NGC or any subsidiary of NGC of its obligations in this Clause 
69 or (ii) a breach by the person who disclosed that Protected 
Information of that person's confidentiality obligation and NGC 
or any of its subsidiaries is aware of such breach; or

	69.2.3	to the disclosure of any Protected Information to 
any person if NGC or any subsidiary of NGC is required or 
expressly permitted to make such disclosure to such person:-

(a)	in compliance with the duties of NGC or any subsidiary of 
NGC under the Act or any other requirement of a Competent  
Authority; or

(b)	in compliance with the conditions of the NGC Transmission 
Licence or any document referred to in the NGC Transmission 
Licence with which NGC or any subsidiary of NGC is required by 
virtue of the Act or the NGC Transmission Licence to comply; or

(c)	in compliance with any other requirement of law; or

(d)	in response to a requirement of any stock exchange or 
regulatory authority or the Panel on Take-overs and Mergers; or

(e)	pursuant to the arbitration rules for the Electricity 
Arbitration Association or pursuant to any judicial or other 
arbitral process  or tribunal having jurisdiction in relation to 
NGC or its  subsidiaries; or

	69.2.4	to any Protected Information to the extent that 
NGC or any of its subsidiaries is expressly permitted or required 
to disclose that information under the terms of any agreement or 
arrangement (including this Agreement, the Grid Code, the 
Distribution Codes and the fuel Security Code) with the Party to 
whose affairs such Protected Information relates; or

	69.2.5	to any Protected Information but only to the 
extent that it has been  properly provided to NGC or any 
subsidiary of NGC by the Settlement System Administrator pursuant 
to any provision of the Pool Rules.

69.3	Use of Information by NGC:  NGC and each of its subsidiaries 
may use all and any information or data supplied to or acquired 
by it from or in relation to the other Parties in performing 
Permitted Activities including for the following purposes:-

	69.3.1	the operation and planning of the NGC Transmission 
System;

	69.3.2	the calculation of charges and preparation of 
offers of terms for connection to or use of the NGC Transmission 
System;

	69.3.3	the operation and planning of the Ancillary 
Services Business and the calculation of charges therefor;

	69.3.4	the operation of the Settlements Business;

	69.3.5	the provision of information under the British 
Grid Systems Agreement and the EdF Documents,

	and may pass the same to subsidiaries of NGC which carry out 
such activities and the Parties agree to provide all information 
to NGC and its subsidiaries for such purposes.

69.4	Restrictions on Business Personnel:  NGC undertakes to each 
of the other Parties that, having regard to the activities in 
which any Business Person is engaged and the nature and effective 
life of the Protected Information divulged to him by virtue of 
such activities, neither NGC nor any of its subsidiaries shall 
unreasonably continue (taking into account any industrial 
relations concerns reasonably held by it) to divulge Protected 
Information or permit Protected Information to be divulged by any 
subsidiary of NGC to any Business person:

	69.4.1	who has notified NGC or the relevant subsidiary of 
his intention to  become engaged as an employee or agent of any 
other person (other than of NGC or any subsidiary thereof) who 
is:-

(a)	authorised by licence or exemption to generate, transmit or 
supply electricity; or

(b)	an electricity broker or who is known to be engaged in the 
writing of electricity purchase contracts (as hereinbefore 
defined); or  (c)	known to be retained as a consultant to any 
such person who is referred to in paragraph (a) or (b) above; or

	69.4.2	who is to be transferred to the Generation 
Business,

	save where NGC or such subsidiary could not, in all the 
circumstances, 
	reasonably be expected to refrain from divulging to such 
Business Person
	Protected Information which is required for the proper 
performance of his
	duties.

69.5	Identification of Protected Information:  Without prejudice 
to the other provisions of this Clause 69, NGC shall procure that 
any additional copies made of the Protected Information, whether 
in hard copy or computerised form, will clearly identify the 
Protected Information as protected.

69.6	Corporate Functions Person:  NGC undertakes to use all 
reasonable endeavours to procure that no employee is a Corporate 
Functions Person unless the same is necessary for the proper 
performance of his duties.

69.7	Charge restriction condition variable:  Without prejudice to 
Clause 69.3, NGC and each of its subsidiaries may use and pass to 
each other all and any Period Metered Demand data supplied to or 
acquired by it and all and any information and data supplied to 
it pursuant to Section OC6 of the Grid Code for the purposes of 
Demand Control (as defined in the Grid Code), but in each case 
only for the purposes of its estimation and calculation from time 
to time of the variable "system maximum ACS demand" (as defined 
in Condition 4 of the NGC Transmission Licence).

69.8	Ancillary Services:  NGC shall secure that Protected 
Information which is subject to the provisions of Clause 69.1 and 
which relates to the cost of Reactive Power provided by each 
individual Generator is not divulged to any Business Person 
engaged in the provision of static compensation for use by the 
Grid Operator.

69.9	Metering data - Distribution System:  Any information 
regarding, or data acquired by the Settlement System 
Administrator or its agent from, Metering Equipment at Sites 
which are a point of connection to a Distribution System shall 
and may be passed by the Settlement System Administrator or his 
agent to the operator of the relevant Distribution System.  The 
said operator of the relevant Distribution System may use the 
same only for the purposes of the operation of such Distribution 
System and the calculation of charges for the use of and 
connection to such Distribution system.

69.10	Metering data - Qualifying Arrangements:  The 
Settlement System Administrator and the Grid Operator shall and 
may pass any relevant information and data relating to the Genset 
Metered Generation (including, for the avoidance of doubt, all 
relevant Metered Data, as defined in paragraph 3.1.2 or Schedule 
9) of any of the Generating Units which are the subject of 
qualifying arrangements (as defined in section 33 of the Act) to 
such person as may be specified from time to time pursuant to 
such qualifying arrangements.

70 CONFIDENTIALITY OTHER THAN FOR NGC AND ITS SUBSIDIARIES

70.1	General obligation:  Each Party (other than NGC and its 
subsidiaries) (the "Obligor") hereby undertakes with each other 
Party (including NGC and its subsidiaries) that it shall preserve 
the confidentiality of, and not directly or indirectly reveal, 
report, publish, disclose or transfer or use for its own purposes 
Confidential Information except:-

	70.1.1	in the circumstances set out in Clause 70.2; or

	70.1.2	to the extent otherwise expressly permitted by 
this Agreement; or

	70.1.3	with the prior consent in writing of the Party to 
whose affairs such Confidential Information relates; or

	70.1.4	to the extent that it has been properly provided 
to the Obligor by the Settlement System Administrator pursuant to 
any provision of the Pool Rules.

70.2	Exceptions:  The circumstances referred to in Clause 70.1.1 
are:-

	70.2.1	where the Confidential Information, before it is 
furnished to the Obligor, is in the public domain; or

	70.2.2	where the Confidential Information, after it is 
furnished to the  Obligor:-

(a)	is acquired by the Obligor in circumstances in which this 
Clause 70 does not apply; or

(b)	is acquired by the Obligor in circumstances in which this 
Clause 70 does apply and thereafter ceases to be subject to the 
restrictions imposed by this Clause 70; or

(c)	enters the public domain,

and in any such case otherwise than as a result of (i) a breach 
by the Obligor of its obligations in this Clause 70 or (ii) a 
breach by the person who disclosed that Confidential Information 
of that person's	 confidentiality obligation and the Obligor 
is aware of such breach; or

	70.2.3	if the Obligor is required or permitted to make 
disclosure of the Confidential Information to any person:-

(a)	 in compliance with the duties of the Obligor under the Act 
or any other requirement of a Competent Authority; or

(b)	in compliance with the conditions of any Licence or any 
document referred to in any Licence with which the Obligor is 
required to comply; or

(c)	in compliance with any other requirement of law; or  (d)
	in response to a requirement of any stock exchange or 
regulatory authority or the Panel on Take-overs and Mergers; or

(e)	pursuant to the arbitration rules of the Electricity 
Arbitration Association or pursuant to any judicial or other 
arbitral process or tribunal having jurisdiction in relation to 
the Obligor; or

	70.2.4	to the employees, directors, agents, consultants 
and professional advisers of the Obligor, in each case on the 
basis set out in Clause 70.3

70.3	Internal procedures:  With effect from the date of this 
Agreement the Obligor shall adopt procedures within its 
organisation for ensuring the confidentiality of all Confidential 
Information which it is obliged to preserve as confidential under 
Clause 70.1  These procedures are:-

	70.3.1	the Confidential Information will be disseminated 
within the Obligor only on a "need to know" basis;

	70.3.2	employees, directors, agents, consultants and 
professional advisers of the Obligor in receipt of Confidential 
Information will be made fully aware of the Obligor's obligations 
of confidence in relation thereto; and

	70.3.3	any copies of the Confidential Information, 
whether in hard copy or  computerised form, will clearly identify 
the Confidential Information as confidential.

71 RELEASE OF INFORMATION

71.1	Notwithstanding any foregoing provisions of this Part XX, 
the Parties agree that each of them shall be at liberty to 
provide copies of this Agreement and any supplemental agreement 
to both or either thereof to any third party, and each of the 
Parties consents to disclosure by any other Party of the fact 
that it is a party to this Agreement and, where such is the case, 
a Pool Member.

	71.1.1	The following provisions of this Clause are 
designed to facilitate the release of certain data and other 
information to persons who are not Parties.  Such provisions are 
without prejudice to any Party's rights to disclose or use data 
or information pursuant to the other provisions of this Agreement 
or otherwise.

	71.1.2	At the request of the Executive Committee or any 
person who is not a Party and against payment by or on behalf of 
the person to whom the data or other information is to be 
released of a fee or charge therefor calculated mutatis mutandis 
on the basis set out in Clause 34.2, the Settlement System 
Administrator shall provide to such person(s) as the Executive 
Committee may nominate or (as the case may be) to the person 
requesting the same, data and other information received by the 
Settlement System Administrator in or derived from the operation 
of the Settlement System provided that:-

(a)	the Pool rules specify that such data or other information 
may  be so released; or

(b)	the Party to whose affairs such data or other information 
relates has given its prior consent in writing to such  
disclosure.

	71.1.3	Upon request by the Executive Committee, the 
Settlement System Administrator shall notify the Executive 
Committee in writing of any request received by it from any 
person under Clause 71.1.2 and of the name of such person and 
shall give details of the data and other information provided.

	71.1.4	Each of the Parties agrees to the release of data 
and other information in the circumstances described in Clause 
71.1.2.

71.2	The Parties acknowledge that, for the Executive Committee 
and each of its sub-committees properly to carry out its duties 
and responsibilities under this Agreement, the Executive 
Committee may decide or be obliged to keep confidential to it 
(and may instruct its sub-committees to keep confidential) 
matters, reports, data and other information produced by or for, 
made available to or held by, the Executive Committee or the 
relevant sub-committee and, in any such case, Committee Members 
shall neither disclose the same to the Pool Members(s) which they 
represent nor be required by such Pool Member(s) so to disclose.  
Each of the Parties agrees to respect the position of the 
Executive Committee, its sub-committees and the Committee Members 
accordingly.

71.3	Each of the Parties other than the Settlement System 
Administrator, the Grid Operator, the Ancillary Services Provider 
and the Pool Funds Administrator agrees, subject to any relevant 
confidentiality restriction binding on it, to provide the 
Executive Committee, the Chief Executive and the personnel 
referred to in Clause 17.2.1 with all data and other information 
reasonably requested by the Executive Committee and necessary for 
the Executive Committee, the Chief Executive or (as the case may 
be) such personnel properly to carry out its or his duties and 
responsibilities under this Agreement.  The Grid Operator and the 
Ancillary Services Provider each agree, subject to any relevant 
confidentiality restriction binding on it, to provide the 
Executive Committee, the Chief Executive and the personnel 
referred to in Clause 17.2.1 with such data and other information 
relating to its duties, responsibilities or obligations under 
this Agreement which the Executive Committee shall reasonably 
request and which is necessary for the Executive Committee, the 
Chief Executive or (as the case may be) such personnel to carry 
out its or his duties and responsibilities under this Agreement.

71.4	Each Party acknowledges and agrees that no Party shall be in 
breach of any obligation of confidentiality owed by it pursuant 
to this Agreement in reporting under Clause 6.10 any breach of 
the Pool Rules or its belief that any such breach has occurred.

71.5	Notwithstanding any other provision of this Agreement, the 
provisions of this Part XX shall continue to bind a person after 
its cessation as a Party for whatever reason.



PART XXI

THE PARTICIPATION OF NGC

72 THE PARTICIPATION OF NGC

72.1	As Grid Operator:  For so long as NGC is the Grid Operator, 
references in this Agreement to the Grid Operator shall be read 
and construed as references to NGC acting in its capacity as Grid 
Operator, and all rights, benefits, duties, responsibilities, 
liabilities and obligations under this Agreement with regard to 
the Grid Operator shall be those of NGC acting in that capacity.

72.2	As Ancillary Services Provider:  For so long as NGC is the 
Ancillary Services Provider, references in this Agreement to the 
Ancillary Services Provider shall be read and construed as 
references to NGC acting in its capacity as Ancillary Services 
Provider, and all rights, benefits, duties, responsibilities, 
liabilities and obligations under this Agreement with regard to 
the Ancillary Services Provider shall be those of NGC acting in 
that capacity.  The Ancillary Services Provider shall have the 
benefit of the obligations and undertakings entered into by the 
Settlement System Administrator and Pool Funds Administrator in 
this Agreement.

72.3	As Pool Member:  The Parties acknowledge that NGC is not in 
any of its capacities under this Agreement a Pool Member.

72.4	Wholly-owned subsidiary:  NGC shall procure that so long as 
Energy Settlements and Information Services Limited is appointed 
Settlement System Administrator it shall at all times remain a 
wholly-owned subsidiary of, and wholly controlled by, NGC.

73 [Not used.]



PART XXII

MISCELLANEOUS

74 FORCE MAJEURE

74.1	Force Majeure:  Where the Settlement System Administrator, 
the Grid Operator, the Pool Funds Administrator or the Ancillary 
Services Provider (the "Non-Performing Party") is unable to carry 
out all or any of its obligations under the SSA Arrangements by 
reason of Force Majeure (but subject, in the case of the 
Settlement System Administrator, to Section 33 of Schedule 4):-

	74.1.1	the SSA Arrangements shall remain in effect; but

	74.1.2	(a)	the Non-Performing Party's relevant 
obligations;

(b)	the obligations of each of the other Parties owned to the 
Non-Performing Party under the SSA Arrangements; and

(c)	any other obligations (not being payment obligations) of 
such other Parties under the SSA Arrangements owed inter se which 
the relevant Party is unable to carry out directly as a result of 
the suspension of the Non-Performing Party's obligations

shall be suspended for a period equal to the Force Majeure 
provided  that:-

(i)	the suspension of performance is of no greater scope and of
	 no longer duration than is required by the Force Majeure;

(ii)	no obligations of any Party are excused as a result of the  
Force Majeure; and

(iii)	in respect of the suspension of the Non-Performing 
Party's obligations:-

(A)	the Non-Performing Party gives the Executive Committee 
(which shall promptly inform the other Parties, the Pool Auditor 
and the Director) prompt notice describing the circumstance of 
Force Majeure, including the nature of the occurrence and its 
expected duration, and continues to furnish daily reports with 
respect thereto during the period of Force Majeure; and

(B)	the Non-Performing Party uses all reasonable efforts to 
remedy its inability to perform.   

74.2	Discussions:  As soon as practicable after the occurrence of 
the Force Majeure the Non-Performing Party shall discuss with the 
Executive Committee how best to continue its operations and give 
effect to its obligations so far as possible in accordance with 
this Agreement.

75 NOTICES

75.1	Addresses:  Save as otherwise expressly provided in the SSA 
Arrangements, any notice or other communication to be given by 
one Party to another under, or in connection with the matters 
contemplated by, the SSA Arrangements shall be addressed to the 
recipient and sent to the address, telex number or facsimile 
number of such other Party given in the SSA Arrangements for the 
purpose and marked for the attention of the person so given or to 
such other address, telex number and/or facsimile number and/or 
marked for such other attention as such other Party may from time 
to time specify by notice given in accordance with this Clause 75 
to the Party giving the relevant notice or other communication to 
it.

75.2	Executive Committee:  Any notice or other communication to 
be given to the Executive Committee under, or in connection with 
the matters contemplated by, the SSA Arrangements shall be sent 
to the Secretary at the address, telex number or facsimile number 
given in the SSA Arrangements for the purpose or to such other 
address, telex number or facsimile number as the Secretary may 
from time to time specify by notice given in accordance with this 
Clause 75 to the Parties.

75.3	Deemed receipt:  Save as otherwise expressly provided in the 
SSA Arrangements, any notice or other communication to be given 
by any Party to any other Party under, or in connection with the 
matters contemplated by, the SSA Arrangements shall be in writing 
and shall be given by letter delivered by hand or sent by first 
class prepaid post (airmail if overseas) or telex or facsimile, 
and shall be deemed to have been received:

	75.3.1	in the case of delivery by hand, when delivered; 
or

	75.3.2	in the case of first class prepaid post, on the 
second day following the day of posting or (if sent airmail 
overseas or from overseas) on the fifth day following the day of 
posting; or

	75.3.3	in the case of telex, on the transmission of the 
automatic answer-back of the addressee (where such transmission 
occurs before 1700 hours on the day of transmission) and in any 
other case on the day following the day of transmission; or

	75.3.4	in the case of facsimile, on acknowledgment by the 
addressee's facsimile receiving equipment (where such 
acknowledgment occurs before 1700 hours on the day of 
acknowledgment) and in any other case on the day following the 
day of acknowledgment.


76 ASSIGNMENT

	A Party shall not assign and/or transfer and shall not 
purport to assign and/or transfer any of its rights and/or 
obligations under the SSA Arrangements provided that any Party 
may assign by way of security only all or any of its rights over 
receivables arising under the SSA Arrangements.

77 COUNTERPARTS

	This Agreement may be executed in any number of counterparts 
and by the different Parties on separate counterparts, each of 
which when executed and delivered shall constitute an original, 
but all the counterparts shall together constitute but one and 
the same instrument.

78 WAIVERS; REMEDIES NOT CUMULATIVE

78.1	Waivers:  No delay by or omission of any Party in exercising 
any right, power, privilege or remedy under the SSA Arrangements 
shall operate to impair such right, power, privilege or remedy or 
be construed as a waiver thereof.  Any single or partial exercise 
of any such right, power, privilege or remedy shall not preclude 
any other or further exercise thereof or the exercise of any 
other right, power, privilege or remedy. 

78.2	Remedies not cumulative:  The rights and remedies provided 
by the SSA Arrangements to the Parties are exclusive and not 
cumulative and exclude and are in place of all substantive (but 
not procedural) rights or remedies express or implied and 
provided by common law or statute in respect of the subject 
matter of the SSA Arrangements (other than any such rights or 
remedies provided under section 58 of the Act or any directions 
(if any) issued thereunder), including without limitation any 
rights any Party may possess in tort which shall include actions 
brought in negligence and/or nuisance.  Accordingly, each of the 
Parties hereby waives to the fullest extent possible all such 
rights and remedies provided by common law or statute, and 
releases a Party which is liable to another (or others), its 
officers, employees and agents to the same extent from all 
duties, liabilities, responsibilities or obligations provided by 
common law or statute in respect of the matters dealt with in 
this Agreement and undertakes not to enforce any of the same 
except as expressly provided herein.

78.3	Director's and Secretary of State's rights:  For the 
avoidance of doubt, the Parties acknowledge and agree that 
nothing in the SSA Arrangements shall exclude or restrict or 
otherwise prejudice or affect any of the rights, powers, 
privileges, remedies, duties and obligations of the Secretary of 
State or the Director under the Act or any Licence or otherwise 
howsoever.

79 SEVERANCE OF TERMS

	If for any reason whatever any provision of the SSA 
Arrangements is or becomes invalid, illegal or unenforceable, or 
is declared by any court of competent jurisdiction or any other 
Competent Authority to be invalid, illegal or unenforceable or if 
such Competent Authority:

(a)	refuses, or formally indicates an intention to refuse, 
authorisation of, or exemption to, any of the provisions of or 
arrangements contained in the SSA Arrangements (in the case of a 
refusal either by way of outright refusal or by way of requiring 
the amendment or deletion of any provision of the SSA 
Arrangements and/or the inclusion of any provision in the SSA 
Arrangements and/or the giving of undertakings or the acceptance 
of conditions as to future conduct before such authorisation or 
exemption can be granted); or

(b)	formally indicates that to continue to operate any provision 
of the SSA Arrangements may expose the Parties to sanctions under 
any law, order, enacting or regulations, or requests any Party to 
give undertakings or to accept conditions as to future conduct in 
order that such Party may not be subject to such sanctions

and, in all cases, whether initially or at the end of any earlier 
period or periods of exemption then, in any such case, the 
Parties will negotiate in good faith with a view to agreeing one 
or more provisions which may be substituted for such invalid, 
unenforceable or illegal provision which substitute provision(s) 
is(are) satisfactory to the Competent Authority(ies) and 
produce(s) as nearly as is practicable in all the circumstances 
the appropriate balance of the commercial interest of the 
Parties.

80 ENTIRE AGREEMENT

The SSA Arrangements contain or expressly refer to the entire 
agreement between the Parties with respect to the subject matter 
hereof and expressly exclude any warranty, condition or another 
undertaking implied at law or by custom and supersedes all 
previous agreements and understandings between the Parties with 
respect thereto and each of the Parties acknowledges and confirms 
that it does not enter into this Agreement in reliance on any 
representation, warranty or other undertaking not fully reflected 
in the terms of the SSA Arrangements.

81 LANGUAGE

Each notice, instrument, certificate or other document to be 
given by one Party to another hereunder shall be in the English 
language.

82 RESTRICTIVE TRADE PRACTICES ACT 1976

If after the commencement of section 100 of the Act (the "RTP 
Section") this Agreement is subject to registration under the 
Restrictive Trade Practices Act 1976 then NGC undertakes, no 
earlier than five months but no later than six months after the 
commencement of the RTP Section, to furnish to the Director 
General of Fair Trading particulars of this Agreement and of any 
agreement of which it forms part.  Before furnishing such 
particulars NGC will consult with the Founder Generators and the 
Founder Suppliers as to the nature of the particulars to be so 
furnished and will consult with the Founder Generators and 
Founder Suppliers regularly regarding the progress of discussions 
with the Director General of Fair Trading in regard to the 
Agreement(s) so furnished.

83 ARBITRATION

83.1	Referral to arbitration:  Save where expressly stated in 
this Agreement to the contrary and subject to any contrary 
provision of the Act or any Licence or the rights, powers, duties 
and obligations of the Director or the Secretary of State under 
the Act, any Licence or otherwise howsoever, any dispute or 
difference of whatever nature howsoever arising under, out of or 
in connection with the SSA Arrangements between any one or more 
Parties shall be and is hereby referred to arbitration pursuant 
to the arbitration rules of the Electricity Arbitration 
Association in force from time to time.

83.2	Proper law:  Whatever the nationality, residence or domicile 
of any Party and wherever the dispute or difference or any part 
thereof arose the law of England shall be the proper law of any 
reference to arbitration hereunder and in particular (but not so 
as to derogate from the generality of the foregoing) the 
provisions of the Arbitration Acts 2950 (notwithstanding anything 
in section 34 thereof) to 1979 shall apply to any such 
arbitration wherever the same or any part of it shall be 
conducted.

83.3	Third Party Claims (1):  Subject always to Clause 83.6, if 
any tariff customer (as defined in section 22(4) of the Act) 
brings any legal proceedings in any court (as defined in the 
Rules of the Supreme Court 1965 and in the County Courts Act 
1984) against one or more persons, any of which is a Party (the 
"Defendant Contracting Party"), and the Defendant Contracting 
Party wishes to make a Third Party Claim (as defined in Clause 
83.5) against any other Party (a "Contracting Party") which would 
but for this Clause 83.3 have been a dispute or difference 
referred to arbitration by virtue of Clause 83.1 then, 
notwithstanding the provisions of Clause 83.1 which shall not 
apply and in lieu of arbitration, the court in which the legal 
proceedings have been commenced shall hear and completely 
determine and adjudicate upon the legal proceedings and the Third 
Party Claim not only between the tariff customer and the 
Defendant Contracting Party but also between either or both of 
them and any other Contracting Party whether by way of third 
party proceedings (pursuant to the Rules of the Supreme Court 
1965 or the County Court Rules 1981) or otherwise as may be 
ordered by the court.

83.4	Third Party Claims (2):  Where a Defendant Contracting Party 
makes a Third Party Claim against any Contracting Party and such 
Contracting Party wishes to make a Third Party Claim against a 
further Contracting Party the provisions of Clause 83.3 shall 
apply mutatis mutandis as if such Contracting Party had been the 
Defendant Contracting Party and similarly in relation to any such 
further Contracting Party.

83.5	Third Party Claims (3):  For the purposes of this Clause 83 
"Third Party Claim" shall mean:

83.5.1	any claim by a Defendant Contracting Party against a 
Contracting Party (whether or not already a party to the legal 
proceedings) for any contribution or indemnity; or

83.5.2	any claim by a Defendant Contracting Party against such 
a Contracting Party for any relief or remedy relating to or 
connected with the subject matter of the legal proceedings and 
substantially the same as some relief or remedy claimed by the 
tariff customer; or

83.5.3	any requirement by a Defendant Contracting Party that 
any question or issue relating to or connected with the subject 
matter of the legal proceedings should be determined not only as 
between the tariff customer and the Defendant Contracting Party 
but also as between either or both of them and a Contracting 
Party (whether or not already a party to the legal proceedings).

83.6	Limitation:  Clause 83.3 shall apply only if at the time the 
legal proceedings are commenced no arbitration has been commenced 
between the Defendant Contracting Party and another Contracting 
Party raising or involving the same or substantially the same 
issues as would be raised by or involved in the Third Party 
Claim.  The tribunal in any arbitration which has been commenced 
prior to the commencement of legal proceedings shall determine 
the question, in the event of dispute, whether the issues raised 
or involved are the same or substantially the same.

84 JURISDICTION

84.1	Submission to jurisdiction:  Subject and without prejudice 
to Clauses 83 and 84.4, all the Parties irrevocably agree that 
the courts of England are to have exclusive jurisdiction to 
settle any disputes which may arise out of our in connection with 
the SSA Arrangements and that accordingly any suit, action or 
proceeding (together in this Clause 84 referred to as 
"Proceedings") arising out of or in connection with the SSA 
Arrangements may be brought in such courts.

84.2	Waiver:  Each Party irrevocably waives any objection which 
it may have now or hereafter to the laying of the venue of any 
Proceedings in any such court as is referred to in this Clause 
and any claim that any such Proceedings have been brought in an 
inconvenient forum and further irrevocably agrees that a judgment 
in any Proceedings brought in the English courts shall be 
conclusive and binding upon such Party and may be enforced in the 
courts of any other jurisdiction.

84.3	Agent for service of process:  Each Party which is not 
incorporated in any part of England or Wales agrees that if it 
does not have, or shall cease to have, a place of business in 
England or Wales it will promptly and hereby does appoint the 
Settlement System Administrator (or such other person as shall be 
acceptable to the Executive Committee) irrevocably to accept 
service of process on its behalf in any Proceedings in England.

84.4	Arbitration:  For the avoidance of doubt nothing contained 
in the foregoing provisions of this Clause 84 shall be taken as 
permitting a Party to commence Proceedings in the courts where 
this Agreement otherwise provides for Proceedings to be referred 
to arbitration.

85	GOVERNING LAW

	The SSA Arrangements shall be governed by, and construed in 
all respects in accordance with, English law.

IN WITNESS whereof this Agreement has been duly executed the day 
and year first above written.