THE NATIONAL GRID COMPANY PLC


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               CONNECTION AND USE OF SYSTEM DOCUMENTATION

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                           [CONFORMED COPY]


CONTENTS



Master Agreement

Schedule 1	NGC/Users' Details
Schedule 2	Definitions
Schedule 3	Accession Agreement

Exhibit 1	Supplemental Agreement Type 1
Exhibit 2	Supplemental Agreement Type 2
Exhibit 3	Supplemental Agreement Type 3
Exhibit 4	Supplemental Agreement Type 4
Exhibit 5	Supplemental Agreement Type 5
Exhibit 6	Supplemental Agreement Type 6
Exhibit 7	Connection Application
Exhibit 8	Connection Offer
Exhibit 9	Use of System Application (Generators)
Exhibit 10	Use of System Application (Suppliers)
Exhibit 11	Modification Application
Exhibit 12	Modification Offer
Exhibit 13	Modification Notification
Exhibit 14	Ancillary Services Agreement
Exhibit 15	Interface Agreement Type 1 (Generators)
Exhibit 16	Interface Agreement Type 2 (Suppliers)
Exhibit 17	Interface Agreement Type 3 (Suppliers - Licence


                         DATED 30TH MARCH 1990



                   THE NATIONAL GRID COMPANY PLC	(1)


                                 AND


                              OTHERS	(2)



              _________________________________________

                               MASTER
               CONNECTION AND USE OF SYSTEM AGREEMENT

              _________________________________________

                          MASTER AGREEMENT

                              CONTENTS


Clause		Title

1		Interpretation and Construction
2		Supplemental Agreements
3		Ancillary Services
4		Interface Agreement
5		Nuclear Installations
6		Principles of Ownership
7		Metering
8		NGC Obligations
9		Compliance with the Grid Code/Distribution Code
10		Modifications
11		New Connection Sites
12		General Provisions concerning Modifications and New Connection Sites
13		Additional Parties
14		Payment
15		Limitation of Liability
16		Duration and Termination
17		Events of Default/Deenergisation
18		Transfer and Subcontracting
19		Confidentiality
20		Intellectual Property
21		Force Majeure
22		Waiver
23		Notices
24		Counterparts
25		Variations
26		Dispute Resolution
27		Jurisdiction
28		Governing Law
29		Severance of Terms
30		Language

	THIS MASTER AGREEMENT is made the 30th day of March 1990 and 
becomes effective on the 31st day of March 1990

BETWEEN:

(1)	THE NATIONAL GRID COMPANY PLC a company registered in 
England with number 2366977 whose registered office is at 
National Grid House, Sumner Street, London SE1 9JU ("NGC", which 
expression shall include its successors and/or permitted assigns) 
and whose address, telex and facsimile numbers for notices are 
set out in Schedule 1; and

(2)	THE PERSONS whose names, registered numbers, registered 
offices, and addresses, telex and facsimile numbers for notices 
are set out in Schedule 1 (each a "User", which expression shall 
include its successors and/or permitted assigns)


WHEREAS:

This Master Agreement as the following principal purposes:-

(i)	to establish a contractual framework between NGC and all 
Users pursuant to which Supplemental Agreements will from time to 
time be made which will provide for, amongst other things:

(a)	connection of a User's Equipment at a Connection Site to the 
NGC Transmission System;

(b)	the use by a User of the NCG Transmission System in 
connection with the generation and/or transmission of 
electricity;

(c)	the payment to NGC of Connection Charges and/or Use of 
System Charges; and

(ii)	to provide for the enforcement of the Grid Code.

NOW IT IS HEREBY AGREED as follows:-

INTERPRETATION AND CONSTRUCTION

1.1	In this Agreement and in each Supplemental Agreement the 
words and expressions defined in Schedule 2 shall, unless the 
subject matter or context otherwise requires or is inconsistent 
therewith, apply.

1.2	In the event of any inconsistency between the provisions of 
any Supplemental Agreement and this Agreement, the provisions of 
the Supplemental Agreement shall prevail in relation to the 
Connection Site which is the subject thereof to the extent that 
the rights and obligations of Users not party to that 
Supplemental Agreement are not affected.

1.3.1	If in order to comply with any obligation of this 
Agreement or any Supplemental Agreement any Party is under a duty 
to obtain the consent or approval (including any statutory 
licence or permission) ("the Consent") of a third party (or the 
Consent of another Party to this Agreement) such obligation shall 
be deemed to be subject to the obtaining of such Consent which 
the Party requiring the Consent shall use its reasonable 
endeavours to obtain including (if there are reasonable grounds 
therefor) pursuing any appeal in order to obtain such Consent.

1.3.2	If such Consent is required from any Party to this 
Agreement then such Party shall grant such Consent unless it is 
unable to do so or it would be unlawful for it to do so provided 
that such grant by such Party may be made subject to such 
reasonable conditions as such Party shall reasonably determine.

1.3.3	For the avoidance of doubt if the Party who is under a 
duty to obtain such Consent fails to obtain such Consent having 
complied with this Clause 1.3 the obligation on that Party (in 
relation to which such Consent is required) shall cease.

1.4	In this Agreement:-

(i)	unless the context otherwise requires all references to a 
particular Clause, Sub-Clause, paragraph, Schedule or Exhibit 
shall be a reference to that Clause, Sub-Clause, paragraph, 
Schedule or Exhibit in or to this Agreement and all references to 
a particular Appendix shall be a reference to that Appendix to a 
Supplemental Agreement;

(ii)	a table of Contents and headings are inserted for 
convenience only and shall be ignored in construing this 
Agreement or a Supplemental Agreement, as the case may be;

(iii)	references to the words "include" or "including" are to 
be 
construed without limitation to the generality of the preceding 
words;

(iv)	unless the context otherwise requires any reference to an 
Act to 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; and

(v)	references to the masculine shall include the feminine and 
references in the singular shall include the plural and vice 
versa and words denoting persons shall include any individual, 
partnership, firm, company, corporation, joint venture, trust, 
association, organisation or other entity, in each case whether 
or not having separate legal personality.

SUPPLEMENTAL AGREEMENTS

2.1	Exhibits 1 to 6 to this Master Agreement contain the forms 
of agreements contemplated to be entered into pursuant to this 
Clause, being:-

Exhibit 1

Supplemental Agreement "Type 1", in respect of Connection Sites 
of Users which are in existence and Commissioned at the Transfer 
Date;

Exhibit 2

Supplemental Agreement "Type 2", in respect of New Connection 
Sites of Users which have not been Commissioned at the Transfer 
Date;

Exhibit 3

Supplemental Agreement "Type 3", for Generators with Embedded 
Generating Plant or with Embedded Small Independent Generating 
Plant and who are acting in that capacity and who are passing 
power onto a Distribution System through a connection with a 
Distribution System Commissioned at the Transfer Date;

Exhibit 4

Supplemental Agreement "Type 4", for Generators with Embedded 
Generating Plant or with Embedded Small Independent Generating 
Plant and who are acting in that capacity and who are passing 
power on to a Distribution System through a connection with a 
Distribution System which has not been Commissioned at the 
Transfer Date;

Exhibit 5

Supplemental Agreement "Type 5", for Second Tier Suppliers acting 
in that capacity taking Energy through any Grid Supply Point and 
through a Distribution System owned or operated by any other 
person; and

Exhibit 6

Supplemental Agreement "Type 6", for Generators with Minor 
Independent Generating Plant which is Embedded and who are acting 
in that capacity and who are Pool Members.

2.2	The Supplemental Agreements which are to be entered into 
between NGC and Users who are parties to this Master Agreement as 
at the Transfer Date, and which are in respect of Connection 
Sites existing as at the Transfer Date, shall be in or 
substantially in the relevant exhibited form of Supplemental 
Agreement unless the parties thereto agree otherwise.

2.3	Any Supplemental Agreements which are entered into between 
NGC and Users who are parties to this Master Agreement as at the 
Transfer Date, but in respect of New Connection Sites, shall be 
in or substantially in the relevant exhibited form of 
Supplemental Agreement unless the parties thereto agree 
otherwise.

2.4	All other Supplemental Agreements shall be in such form as 
may be agreed between NGC and each User.

2.5	Obligations of Users who own or operate Distribution Systems

2.5.1	Any User who owns or operates a Distribution System 
shall not Energise the connection between any Generating Plant or 
Small Independent Generating Plant or Minor Independent 
Generating Plant and its Distribution System nor permit the use 
of its Distribution System by the same until the person owning or 
operating the plant has where required completed the Use of 
System Application (Generators) and has entered into a 
Supplemental Agreement in the appropriate form (if any) with NGC 
and (if such person is not already a party to this Master 
Agreement) has where required entered into an Accession Agreement 
with NGC pursuant to Clause 13.

2.5.2	Any User who owns or operates a Distribution System 
shall not energise the connection between any Customer of another 
Authorised Electricity Operator connected to such Distribution 
System if the Demand (Active Power) being supplied to such 
Customer is being purchased by such Authorised Electricity 
Operator pursuant to the Pooling and Settlement Agreement unless 
such Authorised Electricity Operator has first completed the Use 
of System Application (Suppliers) and has entered into a 
Supplemental Agreement in the appropriate form with NGC and has 
notified NGC of the details relevant to such Customer to be 
notified to NGC pursuant to such Supplemental Agreement and (if 
the Authorised Electricity Operator is not already a party to 
this Agreement) has entered into an Accession Agreement with NGC 
pursuant to Clause 13.

2.5.3	NGC shall notify the relevant owner or operator of the 
Distribution System in writing as soon as the conditions set out 
in Sub-Clause 2.5.1 and Sub-Clause 2.5.2 have been satisfied in 
any particular case together with, if appropriate, a copy of 
Appendix A of Supplemental Agreement Type 5.  NGC undertakes to 
each Party that, for so long as it is the case, NGC shall from 
time to time forthwith upon receipt of any written request from 
that Party to do so, confirm in writing to any person specified 
in such request that that Party is a party to this Agreement and 
any Supplemental Agreement specified in such request.

2.5.4	Each owner or operator of a Distribution System shall 
Deenergise the connection equipment of any such User the subject 
of Sub-Clause 2.5.1 or Customer the subject of Sub-Clause 2.5.2 
as soon as reasonably practicable following the instruction of 
NGC in accordance with the terms of this Agreement.  NGC shall 
reimburse such owner or operator any expense incurred in relation 
to such act of Deenergisation, if any, and shall indemnify such 
owner or operator against any liability, loss or damage suffered 
by it as a result of such Deenergisation.  Details of any 
circumstances likely to lead to such a Deenergisation shall be 
notified promptly by NGC to the said owner or operator.  The 
owner or operator of a Distribution System shall promptly notify 
HGC when the connection equipment of any User or Customer the 
subject of Sub-Clauses 2.5.1 or 2.5.2 is Deenergised or 
Disconnected from its Distribution System or ceases to use its 
Distribution System as the case may be following the instruction 
of NGC in accordance with the terms of this Agreement.

2.6	Each and every Supplemental Agreement entered into by a User 
and in force from time to time will constitute a separate 
agreement governed by the terms of this Master Agreement and will 
be read and construed accordingly.  For the avoidance of doubt no 
User shall enjoy any rights nor incur any obligations against any 
other User pursuant to the terms of any Supplemental Agreement.

2.7	Each and every User connected to or using the NGC 
Transmission System shall be a Pool Member except for Non-
Embedded Customers being supplied by a Pool Member.

ANCILLARY SERVICES

3.1	NGC and each User agree that any Ancillary Services 
agreement in respect of any Ancillary Services to be provided by 
the User at or from a Connection Site or New Connection Site or a 
site where an Embedded User is connected to a Distribution System 
shall be in a form to be agreed between them but based 
substantially on the form set out in Exhibit 14.

INTERFACE AGREEMENT

4.1	NGC and each User undertake to enter into an Interface 
Agreement with each other in a form to be agreed between them but 
based substantially on the forms set out in Exhibits 15, 16 and 
17 as appropriate in relation to Connection Site(s) and New 
Connection Site(s) where Interface Agreement(s) is/are required 
pursuant to the applicable Supplemental Agreement or otherwise.

NUCLEAR INSTALLATIONS

5.1	Save as provided in Sub-Clause 5.2 below notwithstanding 
anything to the contrary contained in this Agreement (but subject 
to the following proviso), in circumstances affecting a generator 
of nuclear electricity (a "Nuclear Generator") in which:-

(a)	a breach of any of the matters specified in Sub-Clause 5.4 
below may be reasonably anticipated; and	

(b)	there is no defence (other than that provided for under this 
Sub-Clause) available to the Nuclear Generator in respect of the 
breach referred to in Sub-Clause 5.1(a);

the Nuclear Generator shall be entitled to take any action or 
refrain from taking any action which is reasonably necessary in 
order to avert the breach referred to in Sub-Clause 5.1(a) and 
each and every provision of this Agreement shall be read and 
construed subject to this Clause, Provided that the Nuclear 
Generator shall:-	

(i)	make reasonable efforts to verify the factors that it takes 
into account in its assessment of the circumstances and 
anticipated breach referred to above; and	

(ii)	use its best endeavours to comply with the relevant 
provision in a manner which will not cause the Nuclear Generator 
to breach any of the matters specified in Sub-Clause 5.4 below.

5.2	Sub-Clauses 5.1 and 5.3 shall not apply in relation to the 
provisions of SDCI, SDC2 and SDC3 of the Grid Code which will 
apply with full force and effect notwithstanding the.occurrence 
of the circumstances referred to in Sub-Clause 5.1(a) (including 
those.provisions specified in Sub-Clause 5.4 which relate to 
Safety of Personnel and Plant).
	
5.3	Save as provided in Sub-Clause 5.2 above notwithstanding 
anything in this Agreement, the Nuclear Generator shall be 
entitled upon giving reasonable notice to all affected  Parties 
to require any Party to take any reasonable and proper action 
whatsoever to the extent necessary in order to comply with (or 
avert an anticipated breach of) any of the matters specified in 
Sub-Clause 5.4 below.

5.4	The matters referred to in Sub-Clauses 5.1 and 5.3 above are 
any covenant, agreement, restriction, stipulation, instruction, 
provision, condition or notice contained, or referred to, in a 
licence for the time being in force, granted in accordance with 
the Nuclear Installations Act 1965 (or legislation amending, 
replacing or modifying the same) or any consent, or approval 
issued, or to take effect from time to time, under such licence, 
any emergency arrangements, operating rules or other matters from 
time to time, under such licence, any emergency arrangements, 
operating rules or other matters from time to time approved by 
the relevant authority under, or pursuant to, any such 
agreements, restrictions, stipulations, instructions, provisions, 
conditions or notices.

5.5	The Nuclear Generator shall indemnify and keep indemnified 
any Party for any loss, damage, costs and expenses incurred by 
that Party as a consequence of any action of that Party pursuant 
to Sub-Clause 5.3 (to the extent that the action was not required 
by any licence or agreement binding on that Party).

5.6	Notwithstanding the fact that any action or inaction allowed 
by Clause 5.1 above does not constitute a breach of this 
Agreement or an Event of Default under Clause 17 below, the 
Nuclear Generator shall be liable to the other Parties to this 
Agreement for any loss, claims, costs, liabilities and expenses 
arising from such action or inaction to the extent only that such 
loss, claims, costs, liabilities and expenses (had it arisen as a 
result of a breach of this Agreement) would not have been limited 
or excluded under the provisions of Clause 15 below.

PRINCIPLES OF OWNERSHIP

6.1	Ownership - electrical boundaries

Subject to the Transfer Scheme or any contrary agreement in this 
Agreement, any Supplemental Agreement or elsewhere the division 
of ownership of Plant and Apparatus shall be at the electrical 
boundary, such boundary to be determined in accordance with the 
following principles:-

(i)	in relation to Plant and Apparatus located between the NGC 
Transmission System and a Power Station, the electrical boundary 
is at the busbar clamp on the busbar side of the busbar isolators 
on Generators and Power Station transformer circuits;

(ii)	save as specified in Clause 6.1 (iii) below, in relation to 
Plant and Apparatus located between the NGC Transmission System 
and a Distribution System, the electrical boundary is at the 
busbar clamp on the bus barside of the.Distribution System 
voltage busbar selector isolator(s) of the NGC.Transmission 
System circuit or, if a conventional busbar does not exist, an 
equivalent isolator. If no isolator exists an agreed bolted 
connection at or
adjacent to the tee point shall be deemed to be an isolator for 
these purposes;

(iii)	in relation to Plant and Apparatus located between the 
NGC Transmission System and a Distribution System and owned by 
NGC but designed for a voltage of 132KV or below, the electrical 
boundary is at the busbar clamp on the bus bar side of the busbar 
selector isolator on the Distribution System circuit or, if a 
conventional busbar does not exist, an equivalent isolator. If no 
isolator exists, an agreed bolted connection at or adjacent to 
the tee point shall be deemed to be an isolator for these 
purposes; and

(iv)	in the case of a metal clad switchgear bay the electrical 
boundary will be the equivalent of those specified in this Clause 
6.1 save that:-

(a) for rack out switchgear, the electrical boundary will be at 
the busbar shutters;

(b) for SF6 switchgear, the electrical boundary will be at the 
gas zone separators on the busbar side of the busbar selection 
devices.

6.2	If a User wants to use transformers of specialised design 
for unusual load characteristics at the electrical boundary, NGC 
shall own such transformers but the User shall pay NGC for the 
proper and reasonable additional cost thereof as identified by 
NGC in the Offer covering such transformers. In this Sub-Clause 
6.2 "unusual load characteristics" means loads which have 
characteristics which are significantly different from those of 
the normal range of domestic, commercial and industrial loads 
(including loads which vary considerably in duration or 
magnitude).

6.3	For the avoidance of doubt nothing in this Clause 6 shall 
effect any transfer of ownership in any Plant or Apparatus.

METERING

7.1	Each User consents to NGC having access to and copies of all 
meter readings taken from Energy Metering Equipment pursuant to 
the Pooling and Settlement Agreement in any Financial Year for 
the purposes of calculating Connection Charges and Use of System 
Charges due from Users or for the purpose of operating the NGC 
Transmission System. Such access and copies shall be obtained 
from the Settlement System Administrator appointed under the 
Pooling and Settlement Agreement from time to time provided 
always that if the Settlement System Administrator fails to 
provide such access and copies at NGC's request the User shall 
supply any such meter readings in the possession of the User 
direct to NGC.

7.2	The relationship between the Parties hereto with respect to 
Energy Metering Equipment shall be regulated by Part XV of the 
Pooling and Settlement Agreement.

7.3	In respect of Operational Metering Equipment owned by one 
Party and in respect of which access and rights to deal with such 
Operational Metering Equipment are not set down in any other 
document the Parties shall grant each other such access and other 
rights as are reasonably necessary to enable them to perform 
their obligations under this Agreement and the Grid Code upon 
presentation of a suitable indemnity and the Parties shall take 
such action as may be necessary to regularise the position 
forthwith thereafter.

NGC OBLIGATIONS

8.1	NGC agrees with each User to make available, plan, develop, 
operate and maintain the NGC Transmission System in accordance 
with the NGC Transmission Licence and with the Grid Code subject 
to any Derogations from time to time.


COMPLIANCE WITH THE GRID CODE/DISTRIBUTION CODE

9.1	Subject to Sub-Clause 9.3 each Party agrees with each other 
Party to be bound by and to comply in all respects with the 
provisions of the Grid Code in so far as applicable to that 
Party.

9.2	Subject to Sub-Clause 9.3 each Party agrees with each other 
Party to be bound by and to comply in all respects with the 
provisions of the relevant Distribution Code(s) in so far as 
applicable to that Party except as may be otherwise provided in 
any agreement for connection to a Distribution System.

9.3	Neither NGC nor a User need comply with the Grid Code or any 
relevant Distribution Code(s) to the extent (if any) that:- 

(i) either the Director has issued directions relieving NGC or 
that User from the obligation under its respective licence to 
comply with the Licence Standards, the Grid Code or any relevant 
Distribution Code(s) in respect of such parts of the Grid Code or 
any relevant Distribution Code(s) respectively as may be 
specified in those directions or to the extent that NGC and a 
User which does not have a Licence under the Act can and have so 
agreed in any Supplemental Agreement in relation to any 
Connection Site or New Connection Site and/or Derogated Plant; or

(ii)	(in the case of a User) the Grid Code relates to the 
provision by that User of any Ancillary Services unless there is 
an Ancillary Services Agreement in force between that User and 
NGC for the payment by NGC for such Ancillary Services; or-

(iii)	(in the case of NGC) the Grid Code imposes any 
obligation on NGC to make.available Additional Scheduling Data 
(as defined in the Grid Code) before 31st December 1990.

9.4	In this Sub-Clause 9.4 the following expressions shall bear 
the following meanings:  

"Required Standard"
in relation to an item of 
Derogated Plant, the respective 
standard required of that item 
(which shall not exceed that 
required by the Grid Code or 
the Licence Standards, as the 
case may be) as specified in or 
pursuant to the relevant 
Derogation;

"Back Stop Date''
in relation to an item of 
Derogated Plant, the date by 
which it is to attain its 
Required Standard, as specified 
in or pursuant to the relevant 
Derogation

Each User undertakes to NGC and NGC undertakes to each User to 
use all reasonable endeavours to carry out such works as are 
necessary to ensure that each item of Derogated Plant owned or 
operated by that User or NGC (as appropriate) is brought up to 
the Required Standard applicable to it no later than the 
Back-Stop Date applicable to it.

9.5	The terms and provisions of the Fuel Security Code shall 
prevail to the extent that they are inconsistent with the Grid 
Code or any Distribution Code and the Parties' obligations under 
this Agreement shall be construed accordingly.

MODIFICATIONS

10.1	No Modification may be made by or on behalf of a User or NGC 
otherwise than in accordance with the provisions of this Clause 
10.

10.2	Modifications Proposed by Users

10.2.1	If a User wishes to make a Modification it shall 
complete and submit to NGC a Modification Application and comply 
with the terms thereof.

10.2.2	NGC shall make the Modification Offer to that User as 
soon as practicable and (save where the Director consents to a 
longer period) in any event not more than 3 months after receipt 
by NGC of the Modification Application. The Modification Offer 
shall include details of any variations NGC proposes to make to 
the Supplemental Agreement which applies to the Connection Site 
in question. During such period NGC and the User concerned shall 
discuss in good faith the implications of the proposed 
Modifications.

10.2.3	The Modification Offer shall remain open for acceptance 
for 3 months from the date of its receipt by that User unless 
either that User or NGC makes an application to the Director 
under Condition 10C of the NGC Transmission Licence, in which 
event the Modification Offer shall remain open for acceptance by 
that User until the date 14 days after any determination by the 
Director pursuant to such application.

10.2.4	If the Modification Offer is accepted by that User the 
Supplemental Agreement relating to the Connection Site in 
question shall be varied to reflect the terms of the Modification 
Offer and the Modification shall proceed according to the terms 
of the Supplemental Agreement as so varied.

10.3	Modifications proposed by NGC

10.3.1	If NGC wishes to make a Modification to the NGC 
Transmission System, NGC shall complete and submit to each User a 
Modification Notification and shall advise each User of any works 
which NGC reasonably believes that User may have to carry out as 
a result.

10.3.2	Any User which considers that it shall be required to 
make a Modification (an "Affected User Modification") as a result 
of the Modification proposed by NGC (an "Affected User") may as 
soon as practicable after receipt of the Modification 
Notification and (save where the Director consents to a longer 
period) within the period stated therein (which shall be 
sufficient to enable the User to assess the implications of the 
proposed Modification and in any event shall not be less than 3 
months) may make an application to the Director under Condition 
10C of the Transmission Licence.

10.3.3	As soon as practicable after the receipt of the 
Modification Notification or, if an application to the Director 
has been made, the determination by the Director, and in any 
event within two months thereof, each Affected User shall 
complete and submit a Modification Application to NGC and comply 
with the terms thereof. No fee shall be payable by any User to 
NGC in respect of any such Modification Application.

10.3.4	Once a Modification Application has been made by a User 
pursuant to Sub-Clause 10.3.2 the provisions of Sub-Clauses 
10.2.2, 10.2.3 and 10.2.4 shall thereafter apply.

10.4	To the extent that the provisions of the Nuclear Site 
Licence Provisions Agreement (being an agreement dated 30th March 
1990 between NGC and Nuclear Electric plc and described as such) 
relate to Modifications (either by a User or by NGC) as (and only 
as) between the parties to such agreement they shall prevail over 
the provisions of this Clause 10 to the extent that they are 
inconsistent.

NEW CONNECTION SITES

11.1	If a User wishes to connect a New Connection Site it shall 
complete and submit to NGCa Connection Application and comply 
with the terms thereof.

11.2	Without prejudice to Condition 10B4 of the NGC Transmission 
Licence NGC shall make a Connection Offer to that User as soon as 
practicable after receipt of the Connection Application and (save 
where the Director consents to a longer period) in any event not 
more than 3 months after receipt by NGC of the Connection 
Application.

11.3	The Connection Offer shall remain open for acceptance for 3 
months from its receipt by that User unless either that User or 
NGC makes an application to the Director under Condition 10C of 
the NGC Transmission Licence, in which event the Connection Offer 
shall remain open for acceptance until the date 14 days after any 
determination by The Director pursuant to such application.

11.4	If the Connection Offer is accepted by that User the 
connection shall proceed according to the terms of the 
Supplemental Agreement entered into consequent upon acceptance of 
the Offer.

GENERAL PROVISIONS CONCERNING MODIFICATIONS AND NEW CONNECTION SITES

12.1	Subject to the payment of its Reasonable Charges, if any, as 
provided for in this sub-clause NGC undertakes to each User to 
provide all advice and assistance reasonably requested by that 
User to enable that User adequately to assess the implications 
(including the feasibility) of making a Modification to the 
User's Equipment or the User's System (whether such Modification 
is to be made at the request of NGC or of the User) or of 
constructing a New Connection Site (including adequately 
assessing the feasibility of making any Connection Application or 
considering the terms of any Connection Offer). If the proposed 
Modification by the User is or may be required as a result of a 
Modification proposed by NGC then NGC shall provide such advice 
and assistance free of charge. If the proposed Modification is or 
may be proposed by the User or if the advice and assistance is in 
respect of a New Connection Site NGC may charge the User 
Reasonable Charges for such advice and assistance. The provision 
of such advice and assistance shall be subject to any 
confidentiality obligations binding on NGC and that User.

12.2	When giving such advice and assistance NGC shall comply with 
Good Industry Practice.

12.3	NGC shall have no obligation to compensate any User (the 
"First User") for the cost or expense of any Modification 
required to be made by any User as a result of any NGC 
Modification under Sub-Clause 10.3.1. Where such NGC Modification 
is made as a result of the construction of a New Connection Site 
or a Modification for another User(the "Other User"), the Other 
User shall compensate the First User for the reasonable and 
proper cost and expense of any Modifications required to be made 
by the First User as a result of that NGC Modification. Such 
compensation shall be paid to the First User by the Other User 
within thirty days of production to the Other User of a receipted 
invoice (together with a detailed breakdown of such reasonable 
costs and expenses) for the expenditure which has been incurred 
by the First User.

12.4	Modification Offers and Connection Offers conditional upon 
other Modification Offers and Connection Offers  

If at the time of making any Offer or Modification Offer or 
Connection Offer to a User ("the Second Offer") there is an 
outstanding Modification Offer(s) or Connection Offer(s) to 
another User(s) ("the First Offer") which if accepted would 
affect the terms of the Second Offer NGC shall at the time of 
making the Second Offer

(i)	inform the recipient(s) of both the First Offer(s) and 
Second Offer(s) in writing that there is another Offer 
outstanding which might affect them; and

(ii)	be entitled to make the First Offer(s) and Second Offer(s) 
conditional upon other outstanding Offers not having been or 
being accepted; and

(iii)	be entitled to vary the terms of either Offer if the 
other Offer is accepted first on the same procedures as those set 
out in Clauses 10.2.2 to 10.2.4 or 11.2 to 11.4 inclusive as the 
case may be.

ADDITIONAL PARTIES

13.1	The Parties shall admit as an additional party to this 
Master Agreement any person who accepts a Connection Offer from 
NGC or any new Embedded User (the "New Party") and who is not at 
the time already a Party. Such admission shall take effect by way 
of Accession Agreement prepared by NGC at the expense and cost of 
the New Party and to be executed by NGC for itself and on behalf 
of all other Parties. Upon execution of the Accession Agreement 
by NGC and the New Party and subject to the terms and conditions 
of that Accession Agreement, the New Party shall become a Party 
for all purposes of this Agreement.

13.2	Each Party hereby authorises and instructs NGC to sign any 
such Accession Agreement on its behalf and undertakes not to 
withdraw, qualify or revoke any such authority or instruction at 
any time.

13.3	NGC shall promptly notify all Parties in writing that the 
New Party has become a Party.

PAYMENT

14.1	NGC will invoice Users for Connection Charges and/or Use of 
System Charges due under each Supplemental Agreement in the 
following manner:-

(i)	in the case of recurrent monthly charges other than the 
Energy related charges identified in Appendix D to the relevant 
Supplemental Agreement NGC shall despatch an invoice on or before 
the 15th day of the month for the charges due in relation to that 
month;

(ii)	in the case of the Energy related recurrent monthly charges 
identified in Appendix D to the relevant Supplemental Agreement 
NGC shall despatch an invoice on or before the 1st day of a month 
covering the charges due in relation to the period expiring on 
the 15th day of the preceding month and commencing on the 16th 
day of the month before that;

(iii)	unless otherwise specified in this Agreement where 
charges are payable other than monthly NGC shall despatch an 
invoice not less than 30 days prior to the due date for payment 
specified in the relevant Appendix to the Supplemental Agreement.

14.2	Payment

Users shall pay NGC Connection Charges and/or Use of System 
Charges due under each Supplemental Agreement in the following 
manner:-

(i)	in the case of recurrent monthly charges on the 15th day of 
the month in which NGC's invoice therefor was despatched (if 
despatched on the first day of that month) or, in all other 
cases, on the 15th day of the month following the month in which 
NGC's invoice therefor was despatched unless, in any such case, 
the said date is not a Business Day in which case payment shall
	be made on the next Business Day;

(ii)	unless otherwise specified in this Agreement where charges 
are payable other than monthly within 30 days of the date of 
NGC's invoice therefor.

14.3	All payments hereunder shall be made by the variable direct 
debit method or such other form of bankers automated payment as 
shall be approved by NGC to the account number, bank and branch 
specified by NGC in Schedule I or in the case of sums payable to 
a User the account number, bank and branch of the User set out in 
Schedule I (or such other account and/or bank as NGC or a User 
may from time to time notifying writing to the other).

14.4	If any Party fails to pay on the due date any amount 
properly due under this Agreement such Party shall pay to the 
Party to whom such amount is due interest on such overdue amount 
from and including the date of-such failure to (but excluding) 
the date of actual payment (as well after as before judgement) at 
the rate of 4% over Barclays Bank PLC base rate for the time 
being and from time to time. Interest shall accrue from day to 
day.

14.5	All sums payable by one Party to the other pursuant to this 
Agreement whether of charges, interest or otherwise shall (except 
to the extent otherwise required by law) be paid in full, free 
and clear of and without deduction set off or deferment in 
respect of sums the subject of any disputes or claims whatsoever 
save for sums the subject of a final award or judgement (after 
exhaustion of all appeals if this opportunity is taken) or which 
by agreement between NGC and those Parties may be so deducted or 
set-off.

14.6	All amounts specified hereunder or under any Supplemental 
Agreement shall be exclusive of any Value Added Tax or other 
similar tax.

14.7	If upon the request of any User the Director determines that 
the NGC Connection Charges and/or Use of System Charges payable 
by that User (including any variations thereof) have not been 
calculated strictly in accordance with the terms of the 
statements prepared for the purposes of Condition 10 of the NGC 
Transmission Licence (setting out the basis upon which the 
charges for use of system and for connection to the NGC 
Transmission System will be made) NGC shall pay to such User an 
amount in respect of each charging period equal to the amount (if 
any) by which the User has been overcharged as a result, together 
with interest thereon from the date upon which such charges were 
paid until the date of payment of such interest. Such interest 
shall accrue from day to day at the rate specified in Sub-Clause 
14.4.

LIMITATION OF LIABILITY

15.1	Subject to Sub-Clauses 15.5, 2.5.4 and 5.5 and any 
liquidated damages provisions of any Supplemental Agreement and 
the payment adjustment provisions of the relevant Ancillary 
Services Agreement and save where any provision of this Agreement 
provides for an indemnity each Party agrees and acknowledges that 
no Party (the "Party Liable") nor 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 hereof 
was reasonably foreseeable as not unlikely to occur in the 
ordinary course of events from such breach in respect of:-  

15.1.1 physical damage to the property of any of the other 
Parties, or its or their respective officers, employees or 
agents; and/or

15.1.2 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.

15.2	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.

15.3	Subject to Sub-Clauses 15.5, 2.5.4 and 5.5 and any 
liquidated damages provision of any Supplemental Agreement 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:-

15.3.1	any loss of profit, loss of revenue, loss of use, loss 
of contract or loss of goodwill; or

15.3.2	any indirect or consequential loss; or

15.3.3	loss resulting from the liability of any other Party to 
any other person howsoever and whensoever arising save as 
provided in Sub-Clauses 15.1.2 and 15.2.

15.4	The rights and remedies provided by this Agreement 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 this Agreement, 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.

15.5	Save as otherwise expressly provided in this Agreement, this 
Clause 15 insofar as it excludes or limits liability shall 
override any other provision in this Agreement provided that 
nothing in this Clause 15 shall exclude or restrict or otherwise 
prejudice or affect any of:-

15.5.1	the rights, powers, duties and obligations of any Party 
which are conferred or created by the Act, the Licence or the 
Regulations; or

15.5.2	the rights, powers, duties and obligations of the 
Director or the Secretary of State under the Act, any Licence or 
otherwise howsoever.

15.6	Each of the Sub-Clauses of this Clause 15 shall:-

15.6.1	be construed as a separate and severable contract term, 
and if one or more of such Sub-Clauses is held to be invalid, 
unlawful or otherwise unenforceable the other or others of such 
Sub-Clauses shall remain in full force and effect and shall 
continue to bind the Parties; and

15.6.2	survive termination of this Agreement.

15.7	Each Party acknowledges and agrees that each of the other 
Parties holds the benefit of Sub-Clauses 15.1 and 15.2 and 15.3 
above for itself and as trustee and agent for its officers, 
employees and agents.

15.8	Each Party acknowledges and agrees that the provisions of 
this Clause 15 have been the subject of discussion and 
negotiation and are fair and reasonable having regard to the 
circumstances as at the date hereof.

15.9	For the avoidance of doubt, nothing in this Clause 15 shall 
prevent or restrict any Party enforcing any obligation (including 
suing for a debt) owed to it under or pursuant to this Agreement.


DURATION AND TERMINATION

16.1	This Agreement shall continue in relation to each User until 
terminated in accordance with this Clause 16 or pursuant to 
Clause 17.

16.2	A User shall automatically cease to be a Party to this 
Agreement upon termination of all Supplemental Agreements entered 
into by that User.

16.3	Termination or expiry of a particular Supplemental Agreement 
shall not, of itself, cause the relevant User to cease to be a 
Party to this Agreement.

16.4	Termination or a person ceasing to be a Party to this 
Agreement shall not affect any rights or obligations of any Party 
which may have accrued to the date of termination or expiry and 
shall not affect any continuing obligations of any Party under 
this Agreement.

16.5	Following termination of this Agreement Clause 19 shall 
remain in full force and effect.  

EVENTS OF DEFAULT/DEENERGISATION

17.1	It shall be an event of default if:-

(i)	a User shall fail to pay (other than by inadvertent error in 
funds transmission which is discovered by NGC, notified to that 
User and corrected within 2 Business Days thereafter) any amount 
properly due or owing from that User to NGC pursuant to this 
Agreement and such failure continues unremedied for 7 Business 
Days after the due date for payment; or

(ii)	in respect of a User:-
	
(a)	an order of the High Court is made or an effective 
resolution passed for its insolvent winding up or dissolution; or
	

(b)	a receiver (which expression shall include an administrative 
receiver within the meaning of Section 29 Insolvency Act 1986) of 
the whole or any material part of its assets or undertaking is 
disappointed; or	

(c)	an administration order under Section 8 of the Insolvency 
Act 1986 is made or if a voluntary arrangement is proposed under 
Section I of that Act; or	

(d)	a User 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 Director); or	

(e)	any of the events referred to in (a) to (d) above has 
occurred and is continuing and a User is unable to pay its debts 
(within the meaning of Section 123(1) or (2) of the Insolvency 
Act 1986 save that such sections shall have effect as if for o750 
there was inserted o250,000 and a User shall not be deemed to be 
unable to pay its debts if any demand for payment is being 
contested in good faith by that User with recourse to all 
appropriate measures and procedures)

and in any such case within 28 days of his appointment the 
liquidator, receiver, administrative receiver, administrator, 
nominee or other similar officer has not provided to NGC a 
guarantee of future performance by the User of this Agreement and 
all Supplemental Agreements to which the User is a party in such 
form and amount as NGC may reasonably require

17.2	Provided that at the time the failure specified in 
Sub-Clause 17.1(i) is still continuing or the circumstances 
referred to in Sub-Clause 17.1 (ii) still exist NGC may having 
given 48 hours notice of an event of default Deenergise all of 
the User's Equipment which is the subject of a Supplemental 
Agreement with that User or may as appropriate instruct the 
operator of a Distribution System to Deenergise such User's 
Equipment provided that prior to Deenergisation the User may 
refer the matter to the Disputes Resolution Procedure.

17.3	If notice is given to a User in accordance with Clause 
60.1.3 or 60.2.2 of Part XVII of the Pooling and Settlement 
Agreement and that User shall fail to take such action as is 
referred to in Clause 60.4.1 of Part XVII of the Pooling and 
Settlement Agreement within 48 hours after the date of any such 
notice referred to therein, NGC may Deenergise the User's 
Equipment.

17.4	If the event of default under Sub-Clause 17.2 or 17.3 is 
still continuing six months after the later of Deenergisation and 
the conclusion of the Disputes Resolution Procedure in favour of 
NGC, NGC may Disconnect all that User's Equipment at each 
Connection Site where that User's Equipment is connected and:-

(i) NGC and that User shall remove any of the User's Equipment 
and NGC Assets on the other Party's land within 6 months or such 
longer period as may be agreed between the Parties concerned; 

(ii) that the User shall pay to NGC forthwith all Termination 
Amounts; and

(iii) that the User shall cease to be a Party to this Agreement.

TRANSFER AND SUBCONTRACTING

18.1	The rights, powers, duties and obligations of a User under 
this Agreement or Any Supplemental Agreement are personal to that 
User and that User may not assign or transfer the benefit or 
burden of this Agreement save in the following circumstances:-

(i)	upon the disposal by that User of the whole of its business 
or undertaking it shall have the right to transfer its rights and 
obligations under this Agreement and all relevant Supplemental 
Agreements to the purchaser thereof on condition that the 
purchaser if not already a User enters into an Accession 
Agreement with NGC under Clause 13 and confirms to NGC in writing 
either that all of the technical or related conditions, data, 
information, operational issues or other matters specified in or 
pursuant to the relevant Supplemental Agreement(s) or Grid Code 
by the User seeking the transfer will remain unchanged or, if any 
such matters are to be changed, the purchaser first notifies NGC 
in writing of such changes which NGC will consider promptly and 
in any event within 28 days of receiving notice of such change 
and until such consideration is complete the transfer shall not 
be effective. If having considered such changes NGC in its 
reasonable opinion does not consider the proposed changes 
reasonably satisfactory to NGC it shall consult with the User 
seeking to undertake such transfer and pending the outcome 
thereof to NGC's reasonable satisfaction the transfer shall not 
be effective provided always that the User may refer any dispute 
to the Disputes Resolution Procedure. Such transfer shall become 
effective once the changes are reasonably satisfactory to NGC or 
have been determined to be so under the Disputes Resolution 
Procedure;

(ii)	upon the disposal by a User of part of its business 
undertaking comprising User's Equipment at one or more Connection 
Sites that User shall have the right to transfer its rights and 
obligations under all relevant Supplemental Agreements to the 
purchaser thereof on condition that the purchaser (if not already 
a User) enters into an Accession Agreement with NGC under Clause 
13 and confirms to NGC in writing either that all of the 
technical or related conditions, data, information, operational 
issues or other matters specified in or pursuant to the relevant 
Supplemental Agreement(s) or Grid Code by the User seeking the 
transfer will remain unchanged or, if any such matters are to be 
changed, the purchaser first notifies NGC in writing of such 
changes which NGC will consider promptly and in any event within 
28 days of receiving notice of such change and until such 
consideration is complete the assignment shall not be effective. 
If having considered such changes NGC in its reasonable opinion 
does not consider the proposed changes reasonably satisfactory to 
NGC it shall consult with the User seeking to undertake such 
transfer and pending the outcome thereof to NGC's reasonable 
satisfaction the transfer shall not be effective provided always 
that the User may refer any dispute to the Disputes Resolution 
Procedure. Such transfer shall become effective once the changes 
are reasonably satisfactory to NGC or have been determined to be 
so under the Disputes Resolution Procedure:

(iii) a User may assign or charge its benefit under this 
Agreement and any Supplemental Agreements in whole or in part by 
way of security.

18.2	Each Party shall have the right to sub-contract or delegate 
the performance of any of its obligations or duties arising under 
this Agreement or any Supplemental Agreement including activities 
envisaged by the Grid Code without the prior consent of any other 
Party. The sub-contracting by a Party of the performance of any 
obligations or duties under this Agreement or any Supplemental 
Agreement or of any activities envisaged by the Grid Code shall 
not relieve that Party from liability for performance of such 
obligation or duty.

CONFIDENTIALITY  Confidentiality for NGC and its subsidiaries

19.1	NGC and its subsidiaries in each of their capacities in this 
Agreement shall secure that Protected Information is not:-

19.1.1	divulged by Business Personnel to any person unless 
that person is an Authorised Recipient;

19.1.2	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

19.1.3	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.
	
19.2	Nothing in Sub-Clause 19.1 shall apply:-

19.2.1	to any Protected Information which, before it is 
furnished to Business Personnel, is in the public domain; or

19.2.2	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 Sub-Clause 19.1 does not apply; or	

(b)	is acquired by NGC or any subsidiary of NGC in circumstances 
in which Sub-Clause 19.1 does apply and thereafter ceases to be 
subject to the restrictions imposed by such Sub-Clause; or

(c) 	enters the public domain, and in any such case otherwise 
than as a result of a breach by NGC or any subsidiary of NGC of 
its obligations in Sub-Clause 19.1, or a breach by the person who 
disclosed the Protected Information of that person's 
confidentiality obligation and NGC or any of its subsidiaries is 
aware of such breach; or

19.2.3	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 under 
the Act or any other requirement of a Competent Authority; or 

(b)	in compliance with the conditions of the Transmission 
Licence or any document referred to in the 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 Supply 
Industry Arbitration Association or pursuant to any judicial or 
other arbitral process or tribunal having jurisdiction in 
relation to NGC or any of its Subsidiaries; or 

(f)	in compliance with the requirements of Section 35 of the Act 
and with the provisions of the Fuel Security Code; or

19.2.4	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.

19.3	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:-

19.3.1	the operation and planning of the NGC Transmission 
System;

19.3.2	the calculation of charges and preparation of offers of 
terms for connection to or use of the NGC Transmission System;

19.3.3	the operation and planning of the Ancillary Services 
Business and the calculation of charges therefor;

19.3.4	the operation of the Settlements Business;

19.3.5 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 hereto agree to provide all 
information to NGC and its subsidiaries for such purposes.

19.4	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:-

19.4.1	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 is known to be engaged in the 
writing of electricity purchase contracts (as defined in the NGC 
Transmission Licence); or 

(c)	known to be retained as a consultant to any such person who 
is referred to in (a) or (b) above; or

19.4.2 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.

19.5	Without prejudice to the other provision of this Clause 19 
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.

19.6	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 this duties.

19.7	Without prejudice to Clause 19.3, 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 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).

19.8	NGC shall secure that Protected Information which is subject 
to the provisions of Clause 
19.1 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 (as defined in the Pooling and Settlement 
Agreement).

19.9	Any information regarding, or data acquired by the 
Settlement System Administrator or its agent from Energy 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 only use the same for the purposes of the 
operation of such Distribution System and the calculation of 
charges for use of and connection to the Distribution System.

Confidentiality other than for NGC and its subsidiaries

19.10	Each User hereby undertakes with each other User and 
with 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 in the circumstances set out in 
Sub-Clause 19.11 or to the extent otherwise expressly permitted 
by this Agreement or with the prior consent in writing of the 
Party to whose affairs such Confidential Information relates.

19.11	The circumstances referred to in Sub-Clause 19.10 are:-

19.11.1	where the Confidential Information, before it is 
furnished to the User, is in the public domain; or

19.11.2	where the Confidential Information, after it is 
furnished to the User:- 

(a)	is acquired by the User in circumstances in which Sub-Clause 
19.10 does not apply; or	

(b)	is acquired by the User in circumstances in which Sub-Clause 
19.10 does apply and thereafter ceases to be subject to the 
restrictions imposed by Sub-Clause 19.10; or	

(c)	enters the public domain, and in any such case otherwise 
than as a result of a breach by the User of its obligations in 
Sub-Clause 19.10 or a breach by the person who is disclosed that 
Confidential Information of that person's confidentiality 
obligation and the User is aware of such breach; or

19.11.3	if the User is required or permitted to make disclosure 
of the Confidential Information to any person:-	

(a)	in compliance with the duties of the User 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 User 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 for the Electricity Supply 
Industry Arbitration Association or pursuant to any judicial or 
other arbitral process or tribunal having jurisdiction in 
relation to the User, or

19.11.4	where Confidential Information is furnished by the User 
to the employees, directors, agents, consultants and professional 
advisors of the User, in each case on the basis set out in 
Sub-Clause 19.12.

19.12	With effect from the date of this Agreement the User 
shall adopt procedures within its organisation for ensuring the 
confidentiality of all Confidential Information which it is 
obliged to preserve as confidential under Clause 19.10. These 
procedures are:-

19.12.1	the Confidential Information will be disseminated 
within the User only on a "need to know" basis;

19.12.2	employees, directors, agents, consultants and 
professional advisers of the User in receipt of Confidential 
Information will be made fully aware of the User's obligations of 
confidence in relation thereto; and

19. 12.3	any copies of the Confidential Information, whether in 
hard copy or computerised form, will clearly identify the 
Confidential Information as confidential.

19.13	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.

19.14	Notwithstanding any other provision of this Agreement, 
the provisions of this Clause 19 shall continue to bind a person 
after its cessation as a Party for whatever reason.

20.	INTELLECTUAL PROPERTY

All Intellectual Property relating to the subject matter of this 
Agreement conceived, originated, devised, developed or created by 
a Party, its officers, employees, agents or consultants during 
the currency of this Agreement or any Supplemental Agreement 
shall vest in such Party as sole beneficial owner thereof save 
where the Parties agree in writing otherwise.

21.	FORCE MAJEURE

If any Part of (the "Non-Performing Party") shall be unable to 
carry out any of its obligations under this Agreement due to a 
circumstance of Force Majeure this Master Agreement and the 
relevant Supplemental Agreement shall remain in effect but:-	

(a)	the Non-Performing Party's relevant obligations;	

(b)	the obligations of each of the other Parties owed to the 
Non-Performing Party under this Agreement and/or the relevant 
Supplemental Agreement as the case may be; and

(c)	any other obligations of such other Parties under this 
Agreement owed between themselves 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 circumstance of 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 that arose before the Force 
Majeure causing the suspension of performance are excused as a 
result of the Force Majeure; 

(iii)	the Non-Performing Party gives the other Parties prompt 
notice describing the circumstance of Force Majeure, including 
the nature of the occurrence and its expected duration, and 
continues to furnish regular reports with respect thereto during 
the period of Force Majeure; 

(ivi)	the Non-Performing Party uses all reasonable efforts to 
remedy its inability to perform; and 

(v)	as soon as practicable after the event which constitutes 
Force Majeure the Parties shall discuss how best to continue 
their operations so far as possible in accordance with this 
Agreement, any Supplemental Agreement and the Grid Code.

22.	Waiver

No delay by or omission of any Party in exercising any right, 
power, privilege or remedy under this Master Agreement or any 
Supplemental Agreement or the Grid Code 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 future 
exercise thereof or the exercise of any other right, power, 
privilege or remedy.

NOTICES

23.1	Save as otherwise expressly provided in this Agreement, any 
notice or other communication to be given by one Party to another 
under, or in connection with the matters contemplated by, this 
Agreement shall be addressed to the recipient and sent to the 
address, telex number or facsimile number of such other Party set 
out in Schedule 1 to this Agreement for the purpose and marked 
for the attention of the company secretary 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 23 to the 
Party giving the relevant notice or other communication to it.  

23.2	Save as otherwise expressly provided in this Agreement, any 
notice or other communication to be given by any Party to any 
other Party under, or in connection with the matters contemplated 
by, this Agreement 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:

23.2.1	in the case of delivery by hand, when delivered; or

23.2.2	in the case of first class prepaid post, on the second 
day following the day of posting or (if sent airmail from 
overseas) on the fifth day following the day of posting; or

23.2.3	in the case of telex, on the transmission of the 
automatic answer-back of the address (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

23.2.4	in the case of facsimile, on acknowledgement by the 
addressee's facsimile receiving equipment (where such 
acknowledgement occurs before 1700 hours on the day of 
acknowledgement) and in any other case on the day following the 
day of acknowledgement.

24.	COUNTERPARTS.

This Agreement and any Supplemental 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.

25.	VARIATIONS.

25.1	No variations to this Master Agreement shall be effective 
unless made in writing and signed by or on behalf of all the 
Parties. The Parties shall effect any amendment required to be 
made to this Master Agreement by the Director as a result of a 
change in the Transmission Licence or an order or direction made 
pursuant to the Act or a Licence or as a result of settling the 
terms of any Supplemental Agreement and each Party hereby 
authorises and instructs NGC to make any such amendment on its 
behalf and undertakes not to withdraw, qualify or revoke such 
authority or instruction at any time.

25.2	NGC and each User acknowledges that, because there has been 
insufficient time to discuss and agree the details of the 
Appendices to each Supplemental Agreement, those details may be 
inaccurate. Accordingly,	

(a)	each User and NGC undertake to discuss in good faith the 
correct identification of the details of each part of Appendix F 
of each Supplemental Agreement entered into between NGC and the 
User with a view to amending the same as necessary to reflect the 
correct position. To the extent that agreement on the correct 
position cannot be reached within 12 months after the date of 
that Supplemental Agreement the matter shall be referred to 
arbitration for determination in accordance with Clause 26 of 
this Agreement and such details shall be amended accordingly 
following such agreement or determination (as the case may be); 
and

(b)	during the Financial Year ending 31st March 1991 each User 
and NGC undertake to discuss in good faith the correct 
identification of the details of each part of Appendix A to D of 
each Supplemental Agreement entered into between NGC and the 
User. In relation to Appendix A of each Supplemental Agreement, 
NGC undertakes to establish a new asset register, specifying all 
Plant and Apparatus owned by NGC which is necessary to connect 
each User's Equipment to the NGC Transmission System at each 
Connection Site, during the course of the Financial Year ending 
31 st March 1991 in accordance with paragraph 2.2 of Appendix E 
to such Supplemental Agreement. Such new asset register shall, 
provided that NGC has complied with such paragraph 2.2, take 
effect from Ist April 1991. Following the establishment of such 
new asset register, each such Appendix A and any provisions of 
the relevant Supplemental Agreement which refer to it shall, to 
the extent appropriate, be amended accordingly.

2.6	DISPUTE RESOLUTION

26.1	Save where expressly stated in this Agreement to the 
contrary and subject to any contrary provision of the Act, any 
Licence, or the Regulations, 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 this Agreement between any one or more Parties 
hereto shall be and is hereby referred to arbitration pursuant to 
the arbitration rules of the Electricity Supply Industry 
Arbitration Association in force from time to time.

26.2	Whatever the nationality, residence or domicile of any Party 
to this Agreement 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 1950 (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.

26.3	Subject always to Sub-Clause 26.6 below, if any tariff 
customer (as defined in Section 22(4) of the Electricity Act 
1989) 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 to this Agreement (the 
"Defendant Party"), and the Defendant Party, and the Defendant 
Party wishes to make a Third Party Claim (as defined in 
Sub-Clause 26.5 below) against any other Party to this Agreement 
("the Other Party") which would but for this Sub-Clause have been 
a dispute or difference referred to arbitration by virtue of 
Sub-Clause 26.1 above then, notwithstanding the provisions of 
Sub-Clause 26.1 above 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 Party but also between 
either or both of them and any Other 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.

26.4	Where a Defendant Party makes a Third Party Claim against 
any Other Party and such Other Party wishes to make a Third Party 
Claim against a further Party the provisions of Sub-Clause 26.3 
above shall apply mutatis mutandis as if such Party had been the 
Defendant Party and similarly in relation to any such further 
Party.

26.5	For the purposes of this Clause 26 "Third Party Claim" shall 
mean:-	

(a)	any claim by a Defendant Party against any other Party 
(whether or not already a party to the legal proceedings) for any 
contribution or indemnity, or

(b)	any claim by a Defendant Party against such an Other 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

(c)	any requirement by a Defendant 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 Party but also as between 
either or both of them and an Other Party (whether or not already 
a party to the legal proceedings).

26.6	Sub-Clause 26.3 above shall apply only if at the time the 
legal proceedings are commenced no arbitration has been commenced 
between the Defendant Party and an Other 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.

27.	JURISDICTION

27.1	Subject and without prejudice to Clause 26 and to Sub-Clause 
27.4 below, all the Parties irrevocably agree that the courts of 
England are to have exclusive jurisdiction to settle any disputes 
which may arise out of or in connection with this Agreement 
including the Grid Code and any Supplemental Agreement and that 
accordingly any suit, action or proceeding (together in this 
Clause 27 referred to as "Proceedings") arising out of or in 
connection with this Agreement and any Supplemental Agreement may 
be brought in such courts.

27.2	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.27 
and any claim that any such Proceedings have been brought in an 
inconvenient forum.and further irrevocably agrees that judgement 
in any Proceedings brought in the English.courts shall be 
conclusive and binding upon such Party and may enforced in the 
courts.of any other jurisdiction.

27.3	Each Party which is not incorporated in any part of England 
and Wales agrees that if.it does not have, or shall cease to 
have, a place of business in England and Wales it will.promptly 
appoint, and shall at all times maintain, a person in England and 
Wales.irrevocably to accept service of process on its behalf in 
any Proceedings in England.

27.4	For the avoidance of doubt nothing contained in Sub-Clauses 
27.1 to 27.3 above 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.

28.	GOVERNING LAW.

This Agreement and each Supplemental Agreement shall be governed 
by and construed in all respects in accordance with English law.

29.	SEVERANCE OF TERMS

If any provision of this Agreement or any Supplemental Agreement 
is or becomes or is declared invalid, unenforceable or illegal by 
the courts of any competent jurisdiction to which it is subject 
or by order of any other Competent Authority such invalidity, 
unenforceability or illegality shall not prejudice or affect the 
remaining provisions of this Agreement or any Supplemental 
Agreement which shall continue in full force and effect 
notwithstanding such invalidity, unenforceability or illegality.

30.	LANGUAGE

Each notice, instrument, certificate or other document to be 
given by one Party to another under this Agreement shall be in 
the English language.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the Parties the date first above written  

THE NATIONAL GRID COMPANY PLC



BY	E. CHEFNEUX
E. Chefneux




NATIONAL POWER PLC



BY	A. SWANSON
A. Swanson




POWERGEN PLC





BY	D.J. JACKSON
D.J. Jackson




NUCLEAR ELECTRIC PLC





BY	R. MELVILLE
R. Melville




THE NATIONAL GRID COMPANY PLC

(PUMPED STORAGE DIVISION)



BY	E. CHEFNEUX
E. Chefneux




BRITISH NUCLEAR FUELS PLC





BY	J.J.R. RYCROFT
J.J.R. Rycroft




UNITED KINGDOM ATOMIC ENERGY 
AUTHORITY





BY	R. PECKOVER
R. Peckover




CENTRAL POWER LTD





BY	R.D. MURRAY
R.D. Murray




EASTERN ELECTRICITY PLC





BY	W.G. WATSON
W.G. Watson




EAST MIDLANDS ELECTRICITY PLC





BY	P.J. CHAMP
P.J. Champ




LONDON ELECTRICITY PLC





BY	C.L. MYERS
C.L. Myers




MANWEB PLC





BY	C.W. LEONARD
C.W. Leonard




MIDLANDS ELECTRICITY PLC





BY	R.D. MYURRAY
R.D. Myurray




NORTHERN ELECTRIC PLC





BY	J.A. HARMSWORTH
J.A. Harmsworth




NORWEB PLC





BY	A. CROWDER
A. Crowder




SEEBOARD PLC





BY	S.M. WIDE
S.M. Wide




SOUTHERN ELECTRIC PLC





BY	J. HART
J. Hart




SOUTH WALES ELECTRICITY PLC





BY	J.W. EVANS
J.W. Evans




SOUTH WESTERN ELECTRICITY PLC





BY	M.J. CARSON
M.J. Carson




YORKSHIRE ELECTRICITY GROUP PLC





BY	A.W.J. COLEMAN
A.W.J. Coleman





SCHEDULE l

NGC/USERS

NAME	NOTICES

BANK DETAILS
(and registered 
number)
(and registered 
office)

(address as registered office 
unless otherwise)
	stated)


	(telex 
number)
	(fax number)



THE NATIONAL GRID COMPANY PLC		TELEX 25815 2366977	FAX 01-620 8547 
National Grid House 
Sumner Street, 
London SE I 9JU 

NATIONAL POWER PLC				TELEX: 883141 2366963	FAX: 01-634 5811
Sudbury House 
15 Newgate Street 
London EC1A 7AU

POWERGEN PLC					TELEX: 881 1400 2366970 FAX: 01-826 2890
53 New Broad Street, 
London EC2M 1JJ

NUCLEAR ELECTRIC PLC				TELEX: 883141 2264251 FAX: 01-634 7282 
Barnett Way 						
Sudbury House
Barnwood 15 Newgate Street 
Gloucester GL4 7RS					London EC1A 7AU

THE NATIONAL GRID COMPANY PLC
(PUMPED STORAGE DIVISION)
(details as above)

BRITISH NUCLEAR FUELS PLC 			TELEX: 627581 1002607 FAX 0925 822711 
Warrington Road 
Risley 
Warrington 
Cheshire WA3 6AS

UNITED KINGDOM ATOMIC ENERGY		TELEX: 22565 
AUTHORITY						FAX: 01 930 8403
11 Charles II Street,					
AEA Technology	
London SW1Y 4QP					
Winfrith
Dorchester
Dorset DT2 8DH	

CENTRAL POWER LIMITED				TELEX: 338 092 2251099 	FAX: 021 423 1907	
Mucklow Hill	
Halesowen	
West Midlands B62 8BP	

EASTERN ELECTRICITY PLC			TELEX: 98123 2366906	FAX: 0473-601036
P O Box 40
Wherstead
Ipswich IP9 2AQ

EAST MIDLANDS ELECTRICITY PLC		TELEX: 37424 2366923	FAX: 0602 209789
P O Box 4
North P D O
398 Coppice Road
Arnold
Nottingham NG5 7HX

LONDON ELECTRICITY PLC			TELEX: 885342 2366852	FAX: 01-242 2815
Templar House
81-87 High Holborn
London WC1V 6NU

MANWEB PLC					TELEX: 61277 2366937	FAX: 0244 377269
Sealand Road
Chester CH1 4LR

MIDLANDS ELECTRICITY PLC			TELEX: 338092 2366928	FAX: 021 422331
Mucklow Hill
Halesowen
West Midlands B62 8BP

NORTHERN ELECTRIC PLC			TELEX: 53324 2366942	FAX: 091 235 2109
Carliol House
Newcastle-Upon-
Tyne NE99 1SE

NORWEB PLC					TELEX: 6695971 2366949	FAX: 061 875 7360
Talbot Road
Manchester M16 0HQ

SEEBOARD PLC				TELEX: 87230 2366867	FAX: 0273 21705
Grand Avenue
Hove
East Sussex BN3 2LS

SOUTHERN ELECTRIC PLC			TELEX: 848282 2366879	FAX: 0628 827124
Littlewick Green
Maindenhead
Berks. SL6 3QB

SOUTH WALES ELECTRICITY PLC		TELEX: 498331 2366985	FAX: 0222 777759
St Mellons
Cardiff CF3 9XW

SOUTH WESTERN ELECTRICITY PLC	TELEX: 2366894	FAX: 0454 616369
800 Park Avenue
Aztec West
Almondsbury
Avon BS12 4SE

YORKSHIRE ELECTRICITY			TELEX: 55128 GROUP PLC					
FAX: 0532 892123
2366995
Scarcroft
Leeds LS14 3HS

SCHEDULE 2

DEFINITIONS

"Accession Agreement" 	an agreement in or substantially 
in the form set out in Schedule 
3.

"The Act" 	the Electricity Act 1989.

"Active Power" 	the product of voltage and the 
in phase component of 
alternating current measured in 
units of watts and standard 
multiples thereof i.e. 1000 
watts = 1kW 1000 kW = 1MW 1000 
MW, IGW 1000 GW, 1TW.

"Affiliate" 	in relation to NGC means any 
holding company or subsidiary of 
NGC or any subsidiary of a 
holding company of NGC, 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 section is not in force at 
the date of this Agreement as if 
such latter section were in 
force at such date.

"Agency Business" 	any business of NGC or any 
Affiliate or Related Undertaking 
in the purchase or other 
acquisition or sale or other 
disposal of electricity as agent 
for any other Authorised 
Electricity Operator.

"This Agreement" 	this Agreement including the 
Schedules and any Supplemental 
Agreements and the Appendices 
thereto as the same may be 
amended, extended, supplemented, 
novated or modified in 
accordance with the terms hereof 
from time to time provided that 
each Supplemental Agreement 
shall constitute an agreement 
separate from each other 
Supplemental Agreement.

"Agreed Ancillary Services" 	Commercial Ancillary Services 
and Part 2 System Ancillary 
Services.

"Ancillary Service" 	a System Ancillary Service 
and/or a Commercial Ancillary 
Service as the case may be.

"Ancillary Services Business" 	the business of NGC or any 
Affiliate or Related Undertaking 
as operator of NGC's 
Transmission System in the 
acquisition and/or sale (other 
than as part of the Generation 
Business) of Ancillary Services.

"Annual Average Cold Spell (ACS) Conditions" 
	
a particular combination of 
weather elements which gives 
rise to a level of peak Demand 
within an NGC Financial Year 
which has a 50% chance of being 
exceeded as a result of weather 
variation alone.

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

"Authorised Electricity Operator" 
	
any person (other than NGC in 
its capacity as operator of the 
NGC Transmission System) who is 
authorised to generate, transmit 
or supply electricity and for 
the purposes of Condition 10A to 
10C inclusive of the 
Transmission Licence shall 
include any person who has made 
application to be so authorised 
which application has not been 
refused and any person 
transferring electricity to or 
from England and Wales across an 
interconnector or who has made 
application for use of 
interconnector which has not 
been refused.

"Authorised Recipient" 	in relation to any Protected 
Information, means 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 Sub-Clause 
19.1 of the Master Agreement 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.

"Black Start Capability"	as defined in the Grid Code.

"Business Day" 	any week day other than a 
Saturday on which banks are open 
for domestic business in the 
City of London.

"Business Person" 	any person who is a Main 
Business Person or a Corporate 
Functions Person and Business 
Personnel shall be construed 
accordingly.

"Central Despatch" 	the process of Scheduling and 
issuing direct instructions by 
NGC referred to in paragraph 1 
of Condition 7 of the 
Transmission Licence.

"Charging Rules" 	the provisions of Appendix E to 
the Supplemental Agreements.

"Commercial Ancillary Services'" 
	
Ancillary Services, other than 
System Ancillary Services 
utilised by NGC 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 (as 
defined in the Grid Code) under 
any other agreement. A 
nonexhaustive list of commercial 
Ancillary Services is set out 
below:	
	
Frequency Control by means of a 
Pumped Storage Unit Spinning in 
Air 
	
Frequency Control by means of 
adjustment to a Pumped Storage 
Unit Pumping Programme
	
Frequency Control by means of 
Demand reduction
	
Reactive Power supplied by means 
of synchronous or static 
compensators
	
Hot Standby

	In addition, there is also the 
Ancillary Service of cancelled 
start which arises as part of 
the ordinary operational 
instruction of Generating Units 
and therefore needs no separate 
capability description. Defined 
terms used in this definition 
are defined in the Grid Code.

"Commissioned" 	in respect of Plant and 
Apparatus commissioned before 
the Transfer Date means Plant 
and Apparatus recognised as 
having been commissioned 
according to the commissioning 
procedures current at the time 
of commissioning and in respect 
of Plant and Apparatus 
commissioned after the Transfer 
Date means Plant and/or 
Apparatus certified by the 
Independent Engineer as having 
been commissioned in accordance 
with the relevant Commissioning 
Programme.

"Competent Authority" 	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.

"Confidential Information" 	all data and other information 
supplied to a User by another 
Party under the provisions of 
this Agreement.

"Connection Application" 	an application for a New 
Connection Site in the form or 
substantially in the form set 
out in Exhibit 7.

"Connection Charges" 	charges made or levied or to be 
made or levied for the carrying 
out (whether before or after the 
date on which the NGC 
Transmission Licence comes into 
force) of works and provision 
and installation of electrical 
plant, electric lines and 
ancillary meters in constructing 
entry and exit points on NGC's 
Transmission System, together 
with charges in respect of 
maintenance and repair of such 
items in so far as not otherwise 
recoverable as Use of System 
Charges, all as more fully 
described in the Transmission 
Licence, whether or not such 
charges are annualised.

"Connection Conditions" or "CC"	that portion of the Grid Code 
which is identified as the 
Connection Conditions.

"Connection Offer" 	an offer for a New Connection 
Site in the form or 
substantially in the form set 
out in Exhibit 8 including any 
revision or extension of such 
offer.

"Connection Site" 	each location more particularly 
described in the relevant 
Supplemental Agreement at which 
a User's Equipment and the NGC 
Assets required to connect that 
User to the NGC Transmission 
System are situated. If two or 
more Users own or operate Plant 
and Apparatus which is connected 
at any particular location that 
location shall constitute two 
(or the appropriate number of) 
Connection Sites.

"Connection Site Demand Capability" 
	
the capability of a Connection 
Site to take power to the 
maximum level forecast by the 
User from time to time and 
forming part of the Forecast 
Data supplied to NGC pursuant to 
the Grid Code together with such 
margin as NGC shall in its 
reasonable opinion consider 
necessary having regard to NGC's 
duties under its Transmission 
Licence.

"Control Telephony" 	as defined in the Grid Code.

"Corporate Functions Person" 	any person who is:	

(a)	a director of NGC; or

(b)	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)	engaged as an agent of or 
adviser to or performs work 
in relation to or services 
for the Main Business.

''Customer" 	A person to whom electrical 
power is provided (whether or 
not he is the provider of such 
electrical power) other than 
power to meet Station Demand of 
that person.

"Data Registration Code" or "DRC"
	
the portion of the Grid Code 
which is identified as the Data 
Registration Code is identified 
as the Data Registration Code.

"Decommission" 	cessation of use by a User of 
that User's Equipment at any 
given Connection Site for a 
continuous period exceeding 12 
months pursuant to the relevant 
Supplemental Agreement.

"Deenergisation" or "Deenergise(d)"
	
the movement of any isolator, 
breaker or switch or the removal 
of any fuse whereby no 
Electricity can flow to or from 
the relevant System through the 
User's Equipment.

"Demand" 	the demand of MW and MVAr of 
electricity (i.e both Active 
Power and Reactive Power) 
,unless otherwise stated.

"Derogation" 	a direction issued by the 
Director relieving a Party from 
the obligation under its Licence 
to comply with such parts of the 
Grid Code or any Distribution 
Code or in the case of NGC the 
Transmission Licence as may be 
specified in such direction and 
"Derogated" shall be construed 
accordingly.

"Derogated Plant" 	shall mean Plant or Apparatus 
which is the subject of a 
Derogation.

"Despatch" 	the issue by NGC of instructions 
for Generating Plant to achieve 
specific Active Power and 
Reactive Power Levels or target 
voltage levels within Generation 
Scheduling and Despatch 
Parameters and by stated times.

"Detailed Planning Data" 	detailed additional data which 
NGC requires under the PC in 
support of Standard Planning 
Data.

"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" 	the Director General of 
Electricity Supply appointed for 
the time being pursuant to 
Section 1 of the Act.

"Disconnection" 	permanent physical disconnection 
of a User's Equipment at any 
given Connection Site which 
permits removal thereof from the 
Connection Site or removal of 
all NGC's Assets therefrom (as 
the case may be).

"Disputes Resolution Procedure" 	arbitration pursuant to the 
arbitration rules of the 
Electricity Supply Industry 
Arbitration Association in force 
from time to time.

"Distribution Code(s)" 	the Distribution Code(s) drawn 
up by Public Electricity 
Suppliers pursuant to the terms 
of their respective Licences) as 
from time to time revised in 
accordance with those Licences.

"Distribution System" 	the system consisting (wholly or 
mainly) of electric lines owned 
or operated by any Authorised 
Electricity Operator and used 
for the distribution of 
electricity from Grid Supply 
Points or generation sets or 
other entry points to the point 
of delivery to Customers or 
Authorised Electricity 
Operators, and includes any 
Remote Transmission Assets 
operated by such Authorised 
Electricity Operator and any 
electrical plant and meters 
owned or operated by the 
Authorised Electricity Operator 
in connection with the 
distribution of electricity, but 
shall not include any part of 
NGC's Transmission System.

"Earthing" 	as defined in the Grid Code.

"the EdF Documents" 	as defined in the Pooling and 
Settlement Agreement.

"Electricity" 	Active Energy and Reactive 
Energy (in each case as defined 
in the Pooling and Settlement 
Agreement.

"Embedded" 	a direct connection to a 
Distribution System or the 
System of any other User to 
which Customers and/or Power 
Stations are connected.

"Energisation" or "Energise(d)"	the movement of any isolator, 
breaker or switch or the 
insertion of any fuse so as to 
enable Energy to flow from and 
to the relevant System through 
the User's Equipment.

"Energy" 	the electrical energy produced, 
flowing or supplied by an 
electric circuit during a time 
interval, being the integral 
with respect to time of the 
power, measured in units of 
watt-hours or standard multiples 
thereof i.e.

	1000 Wh = 1kWh 
	1000 kWh = 1MWh
	1000 Mwh = 1GWh
	1000 Gwh = 1TWh.

"Energy Metering Equipment" 	has the meaning given to the 
phrase "Metering Equipment" in 
the Pooling and Settlement 
Agreement.

"Energy Metering System" 	has the meaning given to the 
phrase "Metering System" in the 
Pooling and Settlement 
Agreement.

"Estimated Demand" 	the forecast Demand (Active 
Power) data filed with NGC 
pursuant to paragraph 1.2 of the 
Charging Rules.

"Executive Committee" 	the committee established 
pursuant to Clause 14.1 of the 
Pooling and Settlement 
Agreement.

"Financial Year" 	the period of 12 months ending 
on 31st March in each calendar 
year.

"FMS Date"	has the meaning given in the 
Pooling and Settlement 
Agreement.

"Force Majeure" 	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 and 35 of the 
Act) provided that lack of funds 
shall not be interpreted as a 
cause beyond the reasonable 
control of that Party.

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

"Generation Business"	the authorised business of NGC 
or any Affiliate or Related 
Undertaking in the generation of 
electricity or the provision of 
Ancillary Services, in each case 
from pumped storage and from the 
Kielder hydro electric 
generating station.

"Generation Licence" 	the licence granted to a 
Generator pursuant to Section 
6(1)(a) of the Act.

"Generating Plant" 	a Power Station subject to 
Central Despatch.

"Generating Unit" 	unless otherwise provided in the 
Grid Code any Apparatus which 
produces electricity.

"Generator" 	a person who generates 
electricity under licence or 
exemption under the Act.

"Good Industry Practice" 	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" 	the Grid Code drawn up pursuant 
to the Transmission Licence, as 
from time to time revised in 
accordance with the Transmission 
Licence.

"Grid Supply Point" 	a point of delivery from the NGC 
Transmission System to a 
Distribution System or a Non-
Embedded Customer.

"Gross Asset Value" 	the value calculated by NGC in 
accordance with recognised 
accounting principles and 
procedures as published by NGC 
from time to time.

"High Voltage" 	a voltage exceeding 650 volts.

"Independent Generating Plant" 	a Power Station not subject to 
Central Despatch.                               

"Intellectual Property" 	patents, trade marks, service 
marks, rights in designs, trade 
names, copyrights and topography 
rights (whether or not any of 
the same are registered and 
including applications for 
registration of any of the same) 
and rights under licences and 
consents in relation to any of 
the same and all rights or forms 
of protection of a similar 
nature or having equivalent or 
similar effect to any of the 
same which may subsist anywhere 
in the world.

"Interconnectors" 	the electric lines and 
electrical plant and meters 
owned or operated by NGC solely 
for the transfer of electricity 
to or from the NGC Transmission 
System into or out of England 
and Wales.

"Interconnectors Business" 	the business of NGC or any 
Affiliate or Related Undertaking 
in the operation of any 
interconnector.

"Isolation" 	as defined in the Grid Code.

"Licence" 	any licence granted pursuant to 
Section 6 of the Act.

"Licence Standards" 	the standards to be met by NGC 
under Condition 12 of the 
Transmission Licence.

"Local Safety Instructions" 	as defined in the Grid Code.

"Main Business" 	any business of NGC or any of 
its Subsidiaries as at the 
Transfer Date or which it is 
required to carry on under the 
Transmission Licence, other than 
the Generation Business.

"Main Business Person" 	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.

"Master Agreement" 	the Agreement to which this is 
Schedule 2, excluding any 
Supplemental Agreements.

"Material Effect" 	an effect causing a Party to 
effect any works or to alter the 
manner of operation of its Plant 
and/or Apparatus at the 
Connection Site or the site of 
connection which in either case 
involves that Party in 
expenditure of more than 
o10,000.

"Maximum Export Capacity" 	the maximum amount of power to 
be passed into the NGC 
Transmission System at the 
Connection Site as notified by 
the User to NGC as part of the 
Registered Data from time to 
time.

"Minor Independent Generating Plant"
	
Any Independent Generating Plant 
with a Registered Capacity of 
less than 50 MW.

"Modification" 	any actual or proposed 
replacement, renovation, 
modification, alteration, or 
construction by or on behalf of 
a User or NGC to either that 
Party's Plant or Apparatus or 
the manner of its operation 
which has or may have a Material 
Effect on another Party at a 
particular Connection Site.

"Modification Application" 	an application in the form or 
substantially in the form set 
out in Exhibit 11.

"Modification Notification" 	a notification in the form or 
substantially in the form set 
out in Exhibit 13.

"Modification Offer" 	an offer in the form or 
substantially in the form set 
out in Exhibit 12, including any 
revision or extension of such 
offer.

"Natural Demand" 	the Demand (Active Power) which 
is necessary to meet the needs 
of Customers excluding that 
Demand (Active Power) met by 
Embedded Generating Units which 
is to be paid for otherwise than 
pursuant to the Pooling and 
Settlement Agreement.

"Net Asset Value" 	the Gross Asset Value of the NGC 
Asset in question less 
depreciation over the 
Replacement Period calculated in 
accordance with recognised 
accounting principles and 
procedures.

"New Connection Site" 	a proposed Connection Site in 
relation to which there is no 
Supplemental Agreement in force 
between the Parties.

"NGC Assets" 	the Plant and Apparatus owned by 
NGC necessary to connect the 
User's Equipment to the NGC 
Transmission System at any 
particular Connection Site in 
respect of which NGC charges 
Connection Charges (if any) as 
listed or identified in Appendix 
A to the Supplemental Agreement 
relating to each such Connection 
Site.

"NGC Engineering Charges" 	Reasonable Charges for time 
spent by NGC engineers and other 
staff in relation to NGC 
Transmission System development 
and related services as 
published from time to time by 
NGC.

"NGC Transmission System" 	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 substation or to 
another Power Station or between 
substations 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.

"Non-embedded Customer" 	a Customer except for a PES 
receiving electricity direct 
from the NGC Transmission System 
irrespective of from whom it is 
supplied.

"Operating Code" or "OC" 	the portion of the Grid Code 
which is identified as the 
Operating Code.

"Operation Diagrams" 	as defined in the Grid Code.

"Operational" 	in relation to a Connection Site 
means that the same has been 
Commissioned (which for the 
avoidance of doubt does not 
necessarily include 
commissioning of Generating 
Units connected at the 
Connection Site) and that the 
User can use such User's 
Equipment to undertake those 
acts and things capable of being 
undertaken by Pool Members.

"Operational Effect" 	any effect on the operation of 
any System which causes that 
System to operate (or be at a 
materially increased risk of 
operating) differently to the 
way in which it would have 
normally operated in the absence 
of that effect.

"Operational Intertripping" 	the automatic tripping of 
circuit breakers to prevent 
abnormal system conditions 
occurring, such as over voltage, 
overload, system instability 
etc. after the tripping of other 
circuit breakers following power 
system fault(s) which includes 
System to Generating Plant and 
System to Demand intertripping 
schemes.

"Operational Metering Equipment" 
	
meters, instrument transformers 
(both voltage and current), 
transducers, metering protection 
equipment including alarms 
circuitry and their associated 
outstations as may be necessary 
for the purpose of CC.6.5.5 of 
the Grid Code and the 
corresponding provision of the 
relevant Distribution Code.

"Operator" 	has the meaning defined in the 
Pooling and Settlement 
Agreement.

"Part 1 System Ancillary Services" 
	
Ancillary Services which are 
required for System reasons and 
which must be provided by Users 
in accordance with the 
Connection Conditions. An 
exhaustive list of Part 1 System 
Ancillary Services is included 
in the Grid Code (in that part 
of CC8.1 headed Part 1) namely:
	
	Reactive Power supplied 
otherwise than by means of 
synchronous or static 
compensators 

	Frequency Control by means of 
Frequency Sensitive Generation.

"Part 2 System Ancillary Services" 
	
Ancillary Services which are 
required for System reasons and 
which must be provided by a User 
if the User has agreed to 
provide them under a 
Supplemental Agreement. A 
nonexhaustive list of Part 2 
System Ancillary Services is 
included in the Grid Code (in 
that part of CC8.1 headed Part 
2) namely:-

	Frequency Control by means of 
Gas Turbine Unit Fast Start. 

	Frequency Control by means of 
Pumped Storage Unit Fast Start. 

	Black Start Capability.

"Party" 	each person for the time being 
and from time to time party to 
the Master Agreement and any 
successor(s) in title to, or 
permitted assign(s) of, such 
person;

"Payment Date" 	a date for payment of NGC 
Connection Charges and/or Use of 
System Charges, determined in 
accordance with Sub-Clause 14.2 
of the Master Agreement.

"Permitted Activities" 	activities carried on for the 
purposes of the Main Business.

"PES Supply Business Demand" 	the Demand (Active Power) of any 
PES which is attributable to 
each Grid Supply Point.

"Planning Code or PC" 	that portion of the Grid Code 
which is identified as the 
Planning Code.

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

"Pool Member" 	any person who is admitted to 
membership in accordance with 
the Pooling and Settlement 
Agreement.

"Pooling and Settlement Agreement" 
	
the agreement of that title for 
the time being approved (or to 
be approved) by the Secretary of 
State or by the Director as from 
time to time amended and, where 
the context so permits, includes 
the agreement known as the 
Initial Settlement Agreement of 
even date with the above 
agreement, and made between the 
parties to the above agreement 
as at such date.

"Power Station" 	An installation comprising one 
or more Generating Units (even 
where sited separately) owned 
and/or controlled by the same 
Generator, which may reasonably 
be considered as being managed 
as one Power Station.

"Protected Information" 	any information relating to the 
affairs of a Party which is 
furnished to Business Personnel 
pursuant to this Agreement or 
pursuant to a direction under 
section 34 of the Act or 
pursuant to the provisions of 
the Fuel Security Code 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.

"Public Electricity Supplier or "PES" 
	
a holder of a Public Electricity 
Supply Licence.

"Public Electricity Supply Licence" 
	
a licence issued under Section 
6(1)(c) of the Act.

"Reasonable Charges" 	reasonable cost reflective 
charges comparable to charges 
for similar services obtainable 
in the open market.

"Registered Capacity" 	the normal full load capacity of 
a Generating Unit as declared by 
the Generator, less the MW 
consumed by the Generating Unit 
through the Generating Unit's 
unit transformer when producing 
the same.

"Registered Data" 	those items of Standard Planning 
Data and Detailed Planning Data 
which upon connection become 
fixed (subject to any subsequent 
changes).

"Registrant" 	has the meaning defined in the 
Pooling and Settlement 
Agreement.

"Regulations"" 	the Electricity Supply 
Regulations 1988 or any 
amendment or reenactment 
thereof.

"Related Undertaking" 	in relation to NGC means any 
undertaking in which NGC 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.

"Remote Transmission Assets" 	any Plant and Apparatus or 
meters owned by NGC which (a) 
are embedded in a Distribution 
System or a User System and 
which are not directly connected 
by Plant and/or Apparatus owned 
by NGC to a substation owned by 
NGC and (b) are by agreement 
between NGC and such PES or User 
under the direction and control 
of such PES or User.

"Replacement Period" 	in relation to an NGC Asset, the 
period commencing on the date on 
which such NGC Asset is or was 
originally Commissioned, after 
which it is assumed for 
accounting purposes such NGC 
Asset will need to be replaced, 
which shall be 40 years unless 
otherwise agreed between the 
Parties to a supplemental 
Agreement and recorded in the 
relevant Supplemental Agreement.

"Safety Coordinator(s)" 	a person or persons nominated by 
NGC and each User to be 
responsible for the coordination 
of Safety Precautions (as 
defined in the Grid Code) at 
each Connection Point when work 
and/or testing is to be carried 
out on a system which 
necessitates the provision of 
Safety Precautions on HV 
Apparatus, pursuant to OC8.

"Safety Rules"	the rules of NGC or a User that 
seek to ensure that persons 
working on Plant and/or 
Apparatus to which the rules 
apply are safeguarded from 
hazards arising from the System.

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

"SDC or Scheduling and Despatch Code"
	
that portion of the Grid Code 
which specifies the Scheduling 
and Despatch process.

"Second Tier Supplier" or "STS" 	a holder of a Second Tier 
Supply 
Licence.

"Second Tier Supply Licence" 	a licence granted under Section 
6(2)(a) of the Act.

"Separate Business" 	each of the Transmission, 
Settlements, Generation, 
Interconnectors and Ancillary 
Services Businesses taken 
separately from one another and 
from any other business of NGC, 
but so that where all or any 
part of such business is carried 
out by an Affiliate or Related 
Undertaking of NGC such part of 
the business as is carried out 
by that Affiliate or Related 
Undertaking shall be 
consolidated with any other such 
business of NGC (and of any 
other Affiliate or Related 
Undertaking) so as to form a 
single Separate Business.

"Settlements Business" 	means the business of NGC or any 
Affiliate or Related Undertaking 
as settlement system 
administrator under the Pooling 
and Settlement Agreement.

"Site Common Drawings" 	as defined in the Grid Code.

"Site Responsibility Schedule" 	a schedule containing the 
information and prepared on the 
basis of the provisions set out 
in Appendix 1 of the CC.

"Small Independent Generating Plant" 
	
any Independent Generating Plant 
with a Registered Capacity of 50 
MW or more.

"Station Demand" 	in respect of any generating 
station and Generator, means 
that consumption of electricity 
(excluding any supply to any 
Customer of the relevant 
Generator who is neither such 
Generator nor a member of a 
qualifying group of which such 
Generator is a part) from the 
NGC Transmission System or a 
Distribution System at premises 
on the same site as such 
generating station, with 
premises being treated as on the 
same site as each other if they 
are: (i) the same premises; (ii) 
immediately adjoining each 
other; or (iii) separated from 
each other only by road, railway 
or watercourse or by other 
premises (other than a pipeline, 
electric line or similar 
structure) occupied by the 
consumer in question or by any 
other person who together with 
that consumer forms a qualifying 
group; and for the purpose of 
this definition "generating 
station" and "qualifying group" 
shall have the meanings given 
those expressions when used in 
the Electricity (Class 
Exemptions from the Requirement 
for a Licence) Order 1990.

"STS Demand" 	the Demand (Active Power) of any 
STS which is attributable to 
each Grid Supply Point.

"Supplemental Agreement" 	has the meaning set out in 
Clause 2 of the Master Agreement

"Supplier" 	a Public Electricity Supplier or 
Second Tier Supplier.

"System" 	any User System or the NGC 
Transmission System as the case 
may be.

"Termination Amount" 	in relation to a Connection 
Site, the amount calculated in 
accordance with paragraph 4 of 
the Charging Rules.

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

"Transfer Date" 	2400 hours on 30th March 1990.

"Transfer Scheme" 	the transfer scheme made by 
Central Electricity Generating 
Board established under Section 
66 of the Act or by the 
Secretary of State under Section 
69 of the Act.

"Transmission Business" 	the authorised business of NGC 
or any Affiliate or Related 
Undertaking in the planning, 
development, construction and 
maintenance of the NGC 
Transmission System (whether or 
not pursuant to directions of 
the Secretary of State made 
under Section 34 or 35 of the 
Act) and the operation of such 
system for the transmission of 
electricity, including any 
business in providing 
connections to the NGC 
Transmission System but shall 
not include (i) any other 
Separate Business or (ii) any 
other business (not being a 
Separate Business) of NGC or any 
Affiliate or Related Undertaking 
in the provision of services to 
or on behalf of any one or more 
persons.

"Transmission Licence" 	the licence granted to NGC under 
Section 6(1)(b) of the Act.

"Undertaking" 	bears the meaning ascribed to 
that expression 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 that date of this Agreement 
as if such latter section were 
in force at such date.

"Use of System" 	use of NGC's Transmission System 
for the transport of electricity 
by any Authorised Electricity 
Operator.

"Use of System Application" 	an application for a 
Supplemental Agreement Type 5 or 
Type 6 in the form or 
substantially in the form set 
out in Exhibit 9 or 10 as 
appropriate.

"Use of System Charges" 	charges made or levied or to be 
made or levied by NGC for the 
provision of services as part of 
the Transmission Business to any 
Authorised Electricity Operator 
as more fully described at 
paragraph 2 of Condition 10 and 
paragraph 2 of Schedule 3 to the 
Transmission Licence and in the 
Supplemental Agreements but 
shall not include Connection 
Charges.

"User's Licence" 	a User's licence to carry on its 
business granted pursuant to 
Section 6 of the Act.

"User's Equipment" 	the Plant and Apparatus owned by 
a User (ascertained in the 
absence of agreement to the 
contrary by reference to the 
rules set out in Clause 6 of the 
Master Agreement) which either 
is connected to the NGC Assets 
forming part of the NGC 
Transmission System at any 
particular Connection Site or 
which that User wishes so to 
connect or is connected to a 
Distribution System or which 
that User wishes so to connect.

"User System" 	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 NonEmbedded 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 
operated by such User or other 
person and any Plant and/or 
Apparatus and meters owned or 
operated by such User or other 
person in connection with the 
distribution of electricity but 
does not include any part of the 
NGC Transmission System.


SCHEDULE 3

THIS ACCESSION AGREEMENT is made on [          ] between: -

1.  [                ], a company incorporated [with limited 
liability] under the laws of [       ] ([registered number]) and 
having its [registered office] at [                      ] (the 
"New Party"); and

2.  The National Grid Company PLC ("NGC") on its own behalf and 
on behalf of all the other parties to the Master Agreement 
referred to below.

WHEREAS: -

By an agreement (the "Master Connection and Use of System 
Agreement") dated [   ], 1990 made between the Parties named 
therein and NGC the parties thereto agreed to give effect to and 
be bound by certain rules and procedures for establishing a 
contractual framework between the Parties pursuant to which 
Supplemental Agreements will from time to time be made for the 
connection of Plant and Apparatus to the NGC Transmission System, 
the use by Parties of the NGC Transmission System and the payment 
of charges to NGC.

IT IS HEREBY AGREED as follows:-  

1.  Unless the context otherwise requires, words and expressions 
defined in the Master Agreement shall bear the same meanings 
respectively when used herein.  

2.  NGC (acting on its own behalf and on behalf of each of the 
other Parties) hereby admits the New Party as an additional Party 
under the Master Agreement on the terms and conditions hereof.

3.  The New Party hereby accepts its admission as a Party and 
undertakes with NGC (acting on its own behalf and on behalf of 
each of the other Parties) to perform and to be bound by the 
terms and conditions of the Master Agreement as a Party as from 
the date hereof.

4.  For all purposes in connection with the Master Agreement the 
New Party shall as from the date hereof be treated as if it has 
been a signatory of the Master Agreement, and as if this 
Agreement were part of the Master Agreement, and the rights and 
obligations of the Party shall be construed accordingly.

5.  This Agreement and the Master Agreement shall be read and 
construed as one document and references in the Master Agreement 
to the Master Agreement (howsoever expressed) should be read and 
construed as references to the Master Agreement and this 
Agreement.

6.  This Agreement shall be governed by and construed in all 
respects in accordance with English law and the provisions of 
Clause 27 of the Master Agreement shall apply hereto mutatis 
mutandis.

AS WITNESS the hands of the duly authorised representatives of 
the parties hereto the day and year first above written

[New Party]

By:

Registered Number:

Registered Office:

Address for Notices (if different from Registered Office):

Telex No:

Facsimile No:

Attention:

Bank Details:

The National Grid Company PLC 
(for itself and on behalf of each of the Parties 
to the Master Agreement).

By:

EXHIBIT 1

DATED 30th March 1990

THE NATIONAL GRID COMPANY PLC

and


	1         		1             	(2)

SUPPLEMENTAL AGREEMENT TYPE 1

(in respect of Connection Sites of Users
which are in existence and Commissioned at the Transfer Date)

CONTENTS

Clause			Title
1			Definitions, Interpretation and Construction
2			Being Operational/Connection/Energisation
3			The Connection Site and NGC Assets
4			Connection Charges
5			Use of System Charges
6			Charging Rules
7			Ancillary Services
8			(Clause deleted)
9			Special Automatic Facilities
10			Protection and Control Relay Settings/Fault Clearance Times
11			Safety Rules
12			Other Site Specific Technical Conditions
13			Metering
14			Joint System Incidents
15			Term
16			Emergency Deenergisation
17			Deenergisation and Disconnection
18			Notice to Decommission or Disconnect
19			Disconnection
20			Decommissioning
21			Master Agreement
22			Variations
Appendix A		NGC's Assets/Connection Site
Appendix B		Connection Charges/Payment
Appendix C		Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D		Use of System Charges/Payment
Appendix E		Charging Rules
Appendix F1		Site Specific Technical Conditions - Agreed Ancillary Services
Appendix F2		(Not used)
Appendix F3		Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4		Site Specific Technical Conditions - Protection and Control 
             Relay Settings/Fault Clearance
Appendix F5		Site Specific Technical Conditions - Load Shedding Frequency 
             Sensitive	Relays
Appendix F6		Site Specific Technical Conditions - Metering


THIS SUPPLEMENTAL AGREEMENT is made the 30th day of March 1990 
and becomes effective on the 31st day of March 1990 

BETWEEN

( 1 )	THE NATIONAL GRID COMPANY PLC a company registered in 
England with number 2366977 whose registered once is at National 
Grid House, Sumner Street, London SE1 9JU ("NGC, which expression 
shall include its successors and/or permitted assigns); and

(2)  [     ]  a company registered in [    ] with number [       
] whose registered office is at [           ] (the "User", which 
expression shall include its successors and/or permitted assigns)

WHEREAS

(A) NGC and the User are parties to a Master Connection and Use 
of System Agreement dated [              ] ("Master Agreement").

(B) This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being governed 
by them.

NOW IT IS HEREBY AGREED as follows:-

1.	DEFINITIONS. INTERPRETATION AND CONSTRUCTION

1.1  General

Unless the subject matter or context otherwise requires or is 
inconsistent therewith, terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement.

2. BEING OPERATIONAL/CONNECTION/ENERGISATION

2.1  Right to remain connected:

Subject to the other terms and conditions of this Supplemental 
Agreement and the Grid Code, the User shall have the right for 
the User's Equipment to remain connected to the NGC Transmission 
System at the Connection Site for the duration of this 
Supplemental Agreement.

2.2  Right to remain Energised and Operational:

Subject to the other provisions of this Agreement and the Grid 
Code, the User shall have the right for the User's Equipment at 
the Connection Site to be and remain Energised and Operational 
for the duration of this Supplemental Agreement.

2.3  Obligation to remain connected

Without prejudice to its rights to make Modifications to the 
User's Equipment pursuant to the Master Agreement and subject to 
the provisions of Sub-Clause 16.2 and the other provisions of 
this Agreement and the Grid Code the User shall keep the User's 
Equipment at the Connection Site connected to the NGC 
Transmission System until Decommissioning or Disconnection is 
permitted pursuant to this Supplemental Agreement.

2.4  Registered Capacity

The User if a Generator shall not operate its Users Equipment 
such that any of it exceeds its Registered Capacity save as 
expressly permitted or instructed pursuant to the Grid Code or 
the Fuel Security Code or as may be necessary or expedient in 
accordance with Good Industry Practice.

2.5  Data

	Data of a technical or operational nature collected recorded or 
otherwise generated pursuant to this Supplemental Agreement shall 
be deemed data lodged pursuant to the Grid Code to the extent 
that the Grid Code makes provision therefor.

2.6  Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall use all reasonable endeavours to maintain 
the NGC Assets at the Connection Site in the condition necessary 
to render the same fit for the purpose of passing power up to the 
Maximum Export Capacity and/or the Connection Site Demand 
Capability as appropriate between the User's Equipment and the 
NGC Transmission System.

	2.7  Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall accept into the NGC Transmission System at 
the Connection Site power generated by the User up to the Maximum 
Export Capacity except to the extent (if any) that NGC is 
prevented from doing so by transmission constraints which could 
not be avoided by the exercise of Good Industry Practice by NGC.

2.8  Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall transport a supply of power to the 
Connection Site through the NGC Transmission System up to the 
Connection Site Demand Capability except to the extent (if any) 
that NGC is prevented from doing so by transmission constraints 
or by insufficiency of generation which, in either case, could 
not have been avoided by the exercise of Good Industry Practice 
by NGC.

2.9  Subject to the provisions of the Grid Code each Party shall 
be entitled to plan and execute outages of parts of its System or 
Plant or Apparatus at any time and from time to time.

2.10  Provision of Data
	
The majority of the data required under the Grid Code has been 
supplied by the User prior to the Transfer Date. However, in 
respect of the following data required under the Planning Code of 
the Grid Code it is agreed that the User need only supply it 
under the Grid Code within one year of the Transfer Date, unless 
NGC requests it in writing before the expiry of that period, in 
which case the User from whom the data is requested must supply 
it within 6 weeks of receiving that request, except in the case 
of the data referred to in PCA 5.3.1(g) which need only be 
supplied within 3 months of receiving this request.  The data to 
which this Sub-Clause applies is that referred to in the 
following paragraphs of the Planning Code:-
		PCA 2.3
		PCA 4.3.7
		PCA 4.3.9
		PCA 5.2.1
		PCA 5.2.2
		PCA 5.3.1(g)
NGC shall also be able to request a User in writing at any time 
to supply to NGC any data under the Planning Code which it should 
have supplied to NGC prior to the Transfer Date, but which it did 
not supply, and the User must supply that data upon that request.

3.  THE CONNECTION SITE AND NGC ASSETS

The Connection Site and NGC Assets to which this Supplemental 
Agreement relates are more particularly described in Appendix A.

4.  CONNECTION CHARGES

Subject to the provisions of Clause 6 of this Supplemental 
Agreement the User shall with effect from the commencement of 
this Supplemental Agreement pay the Connection Charges set out in 
Appendix B which are calculated by reference to the NGC Assets 
specified in Appendix A in accordance with the provisions of 
Appendix B.

5.  USE OF SYSTEM CHARGES

Subject to the provisions of Clause 6 of this Supplemental 
Agreement the User shall with effect from the commencement of 
this Supplemental Agreement pay to NGC the Use of System Charges 
set out in Appendix D in accordance with the provisions of 
Appendix E.

6.  CHARGING RULES

The provisions of the Charging Rules set out in Appendix E to 
this Supplemental Agreement shall apply.

7.  ANCILLARY SERVICES

The User shall provide the Agreed Ancillary Services set out in 
Appendix F1 in accordance with the Grid Code.

8.  GRID CODE NON-COMPLIANCE

(Clause deleted)

9.  SPECIAL AUTOMATIC FACILITIES

NGC and the User shall operate respectively the NGC Transmission 
System and the User System in accordance with the schemes set out 
in Appendix F3.

10.	PROTECTION AND CONTROL RELAY SETTINGS/FAULT CLEARANCE TIMES

NGC and the User shall record the respective protection and 
control relay settings and fault clearance times to be operated 
by each of them in documents in the format set out in Appendix F4 
and shall operate them accordingly.

11.  SAFETY RULES 

11.1  Safety Rules:

NGC and the User will each supply to the other a copy of their 
Safety Rules current from time to time except where already 
supplied under another Supplemental Agreement (save that this 
exception shall not apply to site specific Safety Rules) and also 
a copy of the Local Safety Instructions applicable at the 
Connection Site from time to time except where supplied under 
another Supplemental Agreement.

11.2  Decommissioning:

Decommissioning of Plant and/or Apparatus at the Connection Site 
will be undertaken in accordance with the procedures of the 
Safety Rules of whichever of NGC or the User applied when the 
Plant and/or Apparatus concerned was in commission.

12.  OTHER SITE SPECIFIC TECHNICAL CONDITIONS

12.1 Initial Obligation:

The User shall ensure that on the Transfer Date the User's 
Equipment complies with the site specific technical conditions 
set out in Appendix F5.

12.2 The User shall use all reasonable endeavours to ensure 
during the period of this Supplemental Agreement that the User's 
Equipment shall continue to comply with the site specific 
technical conditions set out in Appendix F5.

12.3 If the User or NGC wishes to modify, alter or otherwise 
change the site specific technical conditions or the manner of 
their operation:

(i)  under Appendix F4 it may do so upon obtaining 

the agreement of the other Party such agreement not to be 
unreasonably withheld.

(ii)  under Appendix Fl, F3, F5 or F6 this shall be deemed to be 
a Modification for the purposes of the Master Agreement.

12.4  Where on or immediately prior to the Transfer Date the 
User's Equipment has any of the following technical attributes or 
facilities:

(i)	circuit breaker fail protection
(ii)	pole slipping protection
(iii)	fault disconnection facilities
(iv)	automatic switching equipment
(v)	control arrangements
(vi)	voltage and current signals for system monitoring
(vii)	control telephony
(viii)	operational metering

the User's Equipment retains such technical attributes or 
facilities provided always that if the User wishes to modify 
alter or otherwise change the same or their operation it may do 
so by following the procedures relating to a Modification in 
accordance with the Master Agreement.

13.  METERING

The provisions of Appendix F6 shall have effect.

14.	JOINT SYSTEM INCIDENTS

Each Party confirms to the other that its Senior Management 
Representatives whose names have been nominated and notified to 
the other pursuant to OC9 are fully authorised to make binding 
decisions on its behalf for the purposes of OC9.

15.  TERM

Subject to the provisions for earlier termination set out herein 
and in Clause 17 of the Master Agreement, this Supplemental 
Agreement shall continue until the User's Equipment is 
Disconnected from the NGC Transmission System at the Connection 
Site in accordance with Clause 17 or 19 hereof.

16.  EMERGENCY DEENERGISATION

16.1 Emergency Deenergisation by NGC:

If, in the reasonable opinion of NGC, the condition or manner of 
operation of the NGC Transmission System or the User's System 
poses an immediate threat of injury or material damage to any 
person or to the Total System or to any User's System or to the 
NGC Transmission System NGC shall have the right to Deenergise 
the User's Equipment if it is necessary or expedient to do so to 
avoid the occurrence of such injury or damage.

16.2  Emergency Deenergisation by a User

If, in the reasonable opinion of the User, the condition or 
manner of operation of the NGC Transmission System, the Total 
System or any User's System, poses an immediate threat of injury 
or material damage to any person or to the User's System, the 
User shall have the right to Deenergise the User's Equipment if 
it is necessary or expedient to do so to avoid the occurrence of 
such injury or damage.

16.3 Reenergisation:

NGC or, as the case may be, the User shall Reenergise the User's 
Equipment at the Connection Site as quickly as practicable after 
the circumstances leading to any Deenergisation under this Clause 
16 have ceased to exist.

17.  DEENERGISATION AND DISCONNECTION

17.1 Breach by the User

If the User shall be in breach of any of the provisions of this 
Supplemental Agreement or of the provisions of the Master 
Agreement enforcing the provisions of the Grid Code (but subject 
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and 
such breach causes or can reasonably be expected to cause a 
material adverse effect on the business or condition of NGC or 
other Users or the NGC Transmission System or Users Systems then 
NGC may:

(i)  where the breach is capable of remedy, give written notice 
to the User specifying in reasonable detail the nature of the 
breach and requiring the User to remedy the breach within 28 days 
after receipt of such notice or within any longer period agreed 
between NGC and the User, the agreement of NGC not to be 
unreasonably withheld or delayed; or

(ii)  where the breach is incapable of remedy, give written 
notice to the User specifying in reasonable detail the nature of 
the breach and the reasons why the breach is incapable of remedy 
and requiring the User within 5 Business Days after receipt of 
such notice to undertake to NGC not to repeat the breach.

17.2  Grid Code Procedures

Whenever NGC serves a notice on the User pursuant to Sub-Clause 
17.1, NGC and the User shall discuss in good faith and without 
delay the nature of the breach and each shall use all appropriate 
procedures available to it under the Grid Code (including testing 
rights and the procedures set out in OC5 (Testing and 
Monitoring)) in an attempt to establish as quickly as reasonably 
practicable a mutually acceptable way of ensuring future 
compliance by the User with the relevant provision of the Grid 
Code.

17.3 De-Energisation

17.3.1   If:-

(a)  the User fails to comply with the terms of any valid notice 
served on it by NGC in accordance with Sub-Clause 17.1(i) or is 
in breach of any undertaking given in accordance with Sub-Clause 
17.1(ii) and such breach causes or can be reasonably expected to 
cause a material adverse effect on the business or condition of 
NGC or other Users or the NGC Transmission System or User 
Systems; or
(b)	five Business Days have elapsed since the date of any valid 
notice  served on the User in accordance with Sub-Clause 17.2

(ii) and no undertaking is given by the User in accordance with 
Sub-Clause 17.2(ii); NGC may, provided NGC has first complied 
with OC5 Monitoring and Testing if appropriate De-Energise the 
User's Equipment upon the expiry of at least 48 hours prior 
written notice to the User, provided that at the time of expiry 
of such notice the breach concerned remains unremedied and that 
neither Party has referred the matter to the Dispute Resolution 
Procedure set out in Clause 27 of the Master Agreement. In such 
event NGC may De-Energise forthwith following completion of the 
Dispute Resolution Procedure and final determination of the 
dispute in NGC's favour.

17.3.2 If the User fails to comply with the Grid Code and the 
Director makes a final order or a confirmed provisional order as 
set out in Sections 25 and 26 of the Act against the User in 
respect of such non-compliance which order the User breaches NGC 
may De-energise the Users Equipment upon the expiry of at least 
48 hours prior written notice to the User provided that at the 
time of expiry of the notice the User continues to fail to comply 
with the order.

17.4 NGC Transmission Licence

If a breach of the nature referred to in Sub-Clause 17.1 
continues to the extent that it places or seriously threatens to 
place in the immediate future NGC in breach of the NGC 
Transmission Licence, NGC may De-Energise the User's Equipment 
upon the expiry of at least 12 hours prior written notice to the 
User, provided that at the time of expiry of such notice the 
breach concerned remains unremedied.

17.5 Re-Energisation Disputes

If, following any De-Energisation pursuant to this Clause 17, the 
User applies to NGC for the User's Equipment to be Re-Energised 
and is refused or is offered terms which the User does not 
accept, this shall be recognised as a dispute over the terms for 
connection and use of system which the User may refer to the 
Director for determination under the NGC Transmission Licence. If 
the User accepts any terms offered by NGC or settled by the 
Director pursuant to any such reference, NGC shall Re-Energise 
the User's Equipment forthwith after any request from the User 
for NGC to do so.

17.6 Event of Default

If the breach which led to any De-Energisation pursuant to this 
Clause 17 remains unremedied at the expiry of at least 6 months 
after the date of such De-Energisation, NGC may declare by notice 
in writing to the User that such breach has become an event of 
default provided that-

(a)  all disputes arising out of the subject-matter of this 
Clause 17 which are referred to the Dispute Resolution Procedure 
have then been finally determined in favour of NGC; and

(b)  any reference to the Director pursuant to sub-clause 17.5 
has then been finally determined in favour of NGC or any terms 
settled by the Director pursuant to such application have not 
been accepted by the User.

17.7  Disconnection

Once NGC has given a valid notice of an event of default pursuant 
to Sub-Clause 17.6 NGC may give notice of termination to that 
User whereupon this Supplemental Agreement shall terminate and:

(i)  NGC shall Disconnect all the User's Equipment at the 
Connection Site and NGC and the User concerned shall by 
arrangement between them remove any of the Users Equipment and 
NGC Assets on the other Party's land within 6 months of the date 
of termination or such longer period as may be agreed between the 
Parties; and

(ii)	that User shall be obliged to pay to NGC forthwith the 
Termination Amounts applicable to the Connection Site.

18.	NOTICE TO DECOMMISSION OR DISCONNECT

Without prejudice to Sub-Clause 16.2, the User shall give to NGC 
not less than 6 months written notice of any intention of the 
User either to Decommission the User's Equipment or to Disconnect 
the User's Equipment.

19.  DISCONNECTION

If notice to Disconnect is given by the User under Clause 18 the 
User may upon expiry of the period specified in such notice and 
not before Disconnect the User's Equipment.  At the expiry of 
such period this Supplemental Agreement shall terminate. The User 
shall pay to NGC all Termination Amounts applicable to the 
Connection Site within 28 days after termination of this 
Agreement. Within 6 months of the date of such termination or 
such longer period as may be agreed between the Parties the 
Parties shall by arrangement with each other remove any of the 
User's Equipment and NGC Assets on the other Party's land.

20.	DECOMMISSIONING

If notice to Decommission is given by the User under Clause 18 
the User may upon expiry of the period specified in such notice 
and not before, Decommission the User's Equipment. This 
Supplemental Agreement shall not terminate and:-

(i)  until the end of the Financial Year in which the 
Decommissioning takes place all Connection Charges and Use of 
System Charges payable by the User under this Supplemental 
Agreement shall continue to be payable in full; and

(ii)  following the end of the Financial Year in which the 
Decommissioning takes place the Use of System Charges payable by 
the User under this Supplemental Agreement shall no longer be 
payable by the User but the Connection Charges so payable shall 
continue to be payable

If and when the User wishes to recommission it shall give NGC not 
less than 3 months written notice unless a shorter period is 
agreed between the User and NGC.

21.	MASTER AGREEMENT

The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the 
Master Agreement shall apply to this Supplemental Agreement as if 
set out in full herein.

22.  VARIATIONS

No variation to this Supplemental Agreement shall be effective 
unless made in writing and signed by or on behalf of both NGC and 
the User. NGC and the User shall effect any amendment required to 
be made to this Supplemental Agreement by the Director as a 
result of a change in the Transmission Licence or an order or 
directions made pursuant to the Act or a Licence or as a result 
of settling any of the terms hereof and the User hereby 
authorises and instructs NGC to make any such amendment on its 
behalf and undertakes not to withdraw, qualify or revoke such 
authority or instruction at any time.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first above 
written

THE NATIONAL GRID COMPANY PLC	)
By	)

[the USER]						)
By						)


APPENDIX A

NGC'S ASSETS/CONNECTION SITE

COMPANY :

CONNECTION SITE:

TYPE:

NGC ASSETS:-

QUANTITY	VOLTAGE	DESCRIPTION		AGE (Years)


SCHEMATIC DIAGRAM:

AREA:

APPENDIX B

CONNECTION CHARGES/PAYMENT

1)	CONNECTION CHARGES:

COMPANY:

CONNECTION:
SITE

TYPE:

CHARGES:  Poundsa for the period from 1st April 1990 to 31st March 1991 
and thereafter as determined in accordance with the Charging 
Rules.

2)	PAYMENT:

The charges shall be payable in 12 equal monthly instalments as 
specified in Clause 14 of the Master Agreement.


APPENDIX C

ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND

COMPANY:

GRID SUPPLY POINT/
CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:

ZONE :

a.  GENERATION:

SET		TYPE/FUEL	REGISTERED
				CAPACITY MW

b.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
Demand related Use of System charges shall be calculated by 
reference to the Demand attributable to the User at the Grid 
Supply Point identified above in relation to the 3 half-hours of 
peak Demand (Active Power) occurring on the 3 days of peak Demand 
(Active Power) which occur in the period from 1st November 1990 
to 28th February 1991 and are at least 10 days apart.

c.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
generation related Use of System Charges shall be calculated by 
reference to the highest Registered Capacity during such 
Financial Year and the Energy produced.

d.  ESTIMATED DEMAND for the period between I April 1990 and 31st 
March 1991 and thereafter as notified in accordance with the 
Charging Rules.

_______________ MW

APPENDIX D

USE OF SYSTEM CHARGES/PAYMENT

COMPANY :

LOCATION :

1 ) TYPE OF CHARGE:		SYSTEM SERVICE

Demand related
Pounds in respect of the period from 1st April 1990 to 31st March 
1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the Charging Rules.

Note: based upon a charge of Pound per kW and 	kW of Estimated
Demand as set out in Appendix C.

2)  TYPE OF CHARGE:		INFRASTRUCTURE

A.  Demand related
Pound in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the Charging Rules. 

Note: based upon a charge of Pound per kW and 	kW of Estimated
Demand as set out in Appendix C.

B.	Capacity Related

Pound......in respect of the period from 1st April 1990 to 31st March 
1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the Charging Rules based upon a 
charge of Pound.... per KW Registered Capacity and .... KW being the 
Registered Capacity as set out in Appendix C.

C.	Energy Related

Pound......per Kwh in respect of each Kwh of Energy entering the 
Total System in the period from 31st March 1990 to 31st March 
1991 payable as described in Clause 14 of the Master Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.

APPENDIX E

CHARGING RULES

1.  Use of System Charges - General and Data Requirements

1.1  NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by embedded 
Generating Units which is to be paid for otherwise than pursuant 
to the Pooling and Settlement Agreement.

1.2  Data Requirements

1.2.1	 On or before 31st December in each Financial Year the 
User shall supply NGC with such data as NGC may from time to time 
reasonably request to enable NGC to calculate the Connection 
Charges and/or Use of System Charges due from the User to NGC in 
respect of the Connection Site including the data specified in 
Appendix C.

1.2.2	 On or before 31st December in each Financial Year,

(i)	Users who are Public Electricity Suppliers shall supply to 
NGC a forecast for the following Financial Year of the 
following:

(a)	the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to such 
Grid Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this Appendix 
E; and

(b)	the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES Supply 
Business Demand under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number of 
peak half-hours as notified by NGC
to the User under paragraph 2.1 of this Appendix E.

(ii)	Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to each 
Grid Supply Point equal to the average of the forecasts of STS 
Demand attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

(iii)	Users who are Generators shall supply to NGC a forecast 
for the following Financial Year of the Station Demand (Active 
Power) under Annual Average Cold Spell (ACS) Conditions 
attributable to each Grid Supply Point equal to the average of 
the forecasts of such Station Demand (Active Power) attributable 
to such Grid Supply Point for each of a number of peak half-hours 
as notified by NGC to the User under paragraph 2.1 of this 
Appendix E.

1.3	Annual Adjustment

1.3.1	 NGC's Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each of a 
number of peak half hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

1.3.2	On or before 1st March each Financial Year NGC shall: -

(i)  determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User at 
each Grid Supply Point for each of the Number of Peak Half Hours 
applicable during such Financial Year; and 

(ii)  shall compare the User's highest Registered Capacity during 
such year with the
Registered Capacity used when estimating the charges due during 
such Financial
Year;

1.3.3 NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 1.3.2 the 
amount of Demand related or Capacity related Use of System 
Charges (as the case may be) that would have been payable by the 
User under this Supplemental Agreement during each month during 
that Financial Year if they had been calculated on the basis of 
that of the actual position (the "Actual Amount"). NGC shall then 
compare the Actual Amount with the amount of Demand related or 
Capacity related Use of System Charges (as the case may be) paid 
during each month during that Financial Year by the User under 
this Supplemental Agreement (the "Notional Amount).

1.3.4 NGC shall then prepare a reconciliation statement and send 
it to the User. Such statement shall specify the Actual Amount 
and the Notional Amount for each month during the relevant 
Financial Year and, in reasonable detail, the information from 
which such amounts were derived and the way in which they were 
calculated.

1.3.5 Together with the reconciliation statement NGC shall send 
the User an invoice in relation to any sums shown by the 
reconciliation statement to be due to NGC and interest thereon 
calculated pursuant to paragraph 1.3.6 below. Forthwith following 
receipt of any reconciliation statement the User shall send to 
NGC an invoice in relation to any sum shown by the reconciliation 
statement to be due to the User and interest thereon calculated 
pursuant to paragraph 1.3.6 below. Such invoices shall be payable 
on or before 31st March in such Financial Year.

1.3.6  In respect of each month during that Financial Year:- 

(a)  the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which the 
Actual Amount exceeds the Notional Amount; and

(b)  NGC shall, following receipt of an appropriate invoice, 
repay to the User an amount equal to the amount (if any) by which 
the Notional Amount exceeds the Actual Amount.

Interest shall be payable by the paying Party to the other on 
such amounts from the Payment Date applicable to the month 
concerned until the date of actual payment of such amounts (which 
shall not be later than 31st March in such Financial Year). Such 
interest shall be calculated on a daily basis at the rate equal 
to the base rate of Barclays Bank PLC for the time being and from 
time to time during such period.

2.  Revision of Charges

2.1  To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or the 
basis of their calculation including issuing revisions to 
Appendices B, C and D hereto. On or before 31st October in each 
Financial Year NGC shall notify the User of the intended basis of 
calculation to be used by NGC in the following Financial Year 
(including the number and timing of peak half-hours if any to be 
used when calculating Demand related infrastructure charges) and 
shall consult with the User concerning the same. On or before 
30th November in each Financial Year NGC shall confirm to the 
User the basis of calculation to be used in the following 
Financial Year. NGC shall give the User not less than 2 months 
prior written notice of any revised charges, including revisions 
to Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may be at 
any time). The User shall pay any such revised charges and 
Appendix B, C and/or D as appropriate shall be amended 
automatically (and a copy sent to the User) to reflect any 
changes to such Appendices with effect from the date specified in 
such notice.

2.2  The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991. As a result, NGC shall have the right to vary the 
asset allocation reflected in Appendix A upon giving not less 
than 2 months prior written notice to the User provided that:-

(a)	 NGC has first consulted the User in advance in good faith, 
including informing the User of the nature of the reallocation 
insofar as it materially affects the Connection Site and 
indicating the likely implications for the User of such 
reallocation; and

(b)	the principles of asset allocation are those set out in the 
statements required by Condition 10(2)D of the Transmission 
Licence, the form of which has been approved by the Director.

Such asset reallocation shall be effective from 1st April 1991 
and the provisions of Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
reallocation with effect from such date.

2.3	Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the NGC 
Transmission System means that NGC needs to vary the Connection 
Charges payable by the User in relation to the Connection Site 
NGC shall have the right to vary such charges accordingly upon 
giving to the User not less than 2 months prior written notice. 
Such notice shall be deemed to be a revised Connection Offer and 
before any such variation become effective the provisions of 
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following 
any such variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to reflect 
such variation with effect from the date such variation comes 
into effect.

3.  RepIacement of NGC Assets

3.1  Appendix A specifies the age of each of the NGC Assets at 
the Connection Site at the date of this Supplemental Agreement. 
NGC Connection Charges and Use of System Charges are calculated 
on the assumption that NGC Assets will not require replacement 
until the expiry of the Replacement Period- applicable to each 
NGC Asset concerned. Such Replacement Periods have been agreed 
between NGC and the User. For the avoidance of doubt, they have 
been prepared for accounting purposes and carry no implication 
that they represent the actual useful lives of such assets.

3.2	Where in NGCs reasonable opinion an NGC Asset requires 
replacement before the expiry of its Replacement Period NGC 
shall, with the prior written approval of the User (except where 
in NGC's reasonable opinion such replacement is necessary, in 
which case such approval shall not be required but in such case 
the User shall have the right to give notice to Disconnect) have 
the right to replace the NGC Asset at no additional cost to the 
User until expiry of its original Replacement Period. Upon the 
expiry of such original Replacement Period NGC shall be entitled 
to vary the Connection Charges in respect of the replaced NGC 
Asset so that they are calculated on the basis of the then 
current Net Asset Value of such NGC Assets. NGC shall give the 
User not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective. The User shall pay such varied 
charges and Appendices A and B shall be amended automatically 
(and a copy sent to the User) to reflect such revised charges 
with effect from the date specified in such notice.

3.3  Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC Asset if requested to do so by the 
User or if in NGC's reasonable opinion it is necessary to do so 
to enable NGC to comply with its Licence obligations. Unless so 
replaced, NGC shall keep the NGC Asset in service. In the event 
that it is left in service the User shall pay Connection Charges 
in respect of such NGC Asset calculated by reference to Net Asset 
Value derived from a revaluation of the asset by NGC (which in 
the reasonable opinion of NGC, taking into account the 
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy of the asset plus 
capitalised renovation or refurbishment costs). Upon any such 
replacement NGC shall be entitled to vary the Connection Charges 
in respect of the replaced NGC Asset so that they are calculated 
on the basis of the then current Net Asset Value of such NGC 
Asset. NGC shall give the User not less than 2 months prior 
written notice of such varied charges which notice shall specify 
the date upon which such increase becomes effective. The User 
shall pay such varied charges and Appendices B and D shall be 
amended automatically (and a copy sent to the User) to reflect 
such revised charges with effect from the date notified to the 
User by NGC.

4.  Termination Amounts

4.1  Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the Connection Charges and Use 
of System Charges for which the User is liable in full. Where the 
User has a Connection Site the User shall at the end of such 
Financial Year pay to NGC a sum equal to the following:-

(i)  the then current Net Asset Value of the NGC Assets at the 
Connection Site in question; and

(ii)  a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2  Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses the NGC Assets at the same or 
another Connection Site and renders and receives a Connection 
Charge therefor NGC shall pay to the User the Net Asset Value 
component of the Termination Amount less reasonable maintenance 
and storage costs. NGC shall use its reasonable endeavours to re-
use such NGC Assets where it is economic to do so. Upon request 
and at the cost of the User, NGC shall issue a certificate no 
more frequently than once each calendar year indicating whether 
or not such NGC Assets have or have not been so re-used.

5.	Variation of Charges by NGC during the Financial Year

If NGC is notified of a reduced Demand forecast by a PES or STS 
from the forecast submitted under paragraph 1.2 of this Appendix 
and is also notified of a corresponding increase in such a Demand 
forecast by another PES or STS NGC shall vary the Use of System 
charges due from the User notifying the reduction such that the 
charges payable reflect the revised forecast within 30 days of 
receipt of the 2 notices. NGC shall vary or commence charging as 
the case may be the Use of System charges due from the User 
notifying the increase with effect from the date that the 
increase becomes effective. Save where NGC receives 2 
corresponding notifications there shall unless NGC decides 
otherwise be no variation of charges downwards during the 
Financial Year to cover this eventuality and reconciliation shall 
be effected pursuant to paragraph 1.3 of this Appendix.

6.  Deductions

In respect of any NGC Engineering Charges which have been paid by 
the User in connection with a Connection Application or under 
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall 
reduce the amount of Connection Charges payable by the User in 
relation to the respective Connection Site on 1st April in each 
of the first 3 years of the payment of such Connection Charges by 
an amount equal on each occasion to one third of such NGC 
Engineering Charges.


APPENDIX F1

SITE SPECIFIC TECHNICAL CONDITIONS


Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]

APPENDIX F2
(NOT USED)

APPENDIX F3

SITE SPECIFIC TECHNICAL CONDITIONS

Special Automatic Facilities

(a)  NGC Transmission System to Generating Unit Intertripping 
schemes.
(b)  NGC Transmission System to Demand Intertripping schemes.
(c)  NGC Transmission System to Directly Connected Customers 
Intertripping Schemes
(d)  Auto open/close schemes.
(e)  System splitting or islanding schemes which impact on the 
User's system or plant.

APPENDIX F4

SITE SPECIFIC TECHNICAL CONDITIONS

Protection and Control Relay Settings/Fault Clearance Times
Pro-formas attached


APPENDIX F5
SITE SPECIFIC TECHNICAL CONDITIONS

Load Shedding Frequency Sensitive Relays

This only applies to Suppliers. The manner in which Users Demand 
subject to low frequency disconnection is to be split into 
discrete MW Groups is set down in OC6 and is to be achieved for 
Winter 1990/91.

The settings and MW blocks applicable to Winter 1989/90 were as 
set down below. The transition from the 1989/90 settings to the 
1990/91 settings is to be coordinated through NGC to ensure that 
a viable overall scheme exists throughout the period.

APPENDIX F6

SITE SPECIFIC TECHNICAL CONDITIONS
Metering

Operator

Where the Connection Site is a Grid Supply Point, and the User is 
or will be Registrant in relation to the Energy Metering 
Equipment required by the Pooling and Settlement Agreement at the 
Grid Supply Point and/or at the bulk supply point(s) which are 
related to that Grid Supply Point, NGC shall install and be the 
Operator of all such Energy Metering Equipment from the Transfer 
Date until the FMS Date and thereafter:

1.1.1  NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than 12 months' notice in writing; 
and

1.1.2  the User may remove NGC as Operator upon giving no less 
than 12 months' notice in writing.

Provided that where the User agrees to become owner of any such 
Energy Metering Equipment NGC may resign as Operator upon such 
transfer of ownership and shall agree such terms as shall be 
reasonably necessary to enable the User to perform its 
obligations as Operator of such Energy Metering Equipment.

1.2  Charges

NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for under 
this Supplemental Agreement as part of such charges. Where NGC 
acts as Operator of any other Energy Metering System owned by NGC 
for which the User is Registrant NGC shall charge and the User 
shall pay such amount which is reasonable in all the 
circumstances.

1.3  Interference

The User shall ensure that its employees, agents and invitees 
will not interfere with any Energy Metering Equipment in respect 
of which NGC is Operator or the connections to such Energy 
Metering Equipment, without the prior written consent of NGC 
(except to the extent that emergency action has to be taken to 
protect the health and safety of persons or to prevent serious 
damage to property proximate to the Energy Metering Equipment or 
to the extent that such action is authorised under the Master 
Agreement or any other agreement between NGC and the User).

1.4  Pulse data

The User shall have the right to collect and record pulses from 
the meters comprised in the Energy Metering System(s) at the 
Connection Site. NGC shall give the User access in accordance 
with the Interface Agreement to collect and record such pulses 
and to install and maintain such lines and equipment as maybe 
reasonably necessary therefor. 


EXHIBIT 2

                                DATED             19





                          THE NATIONAL GRID COMPANY PLC		(1)

                                         and

                                   [          ]		(2)



                           SUPPLEMENTAL AGREEMENT TYPE 2




                   (in respect of New Connection Sites of Users
                      which have not been Commissioned at the
                                   Transfer Date)

                                   CONTENTS

Clause			Title
1			Definitions, Interpretation, Construction
2			Carrying out of the Works
3			Delays
4			Liquidated Damages
5			Approval to Connect/Energise/Become Operational
6			Independent Engineer
7			Connection/Energisation/Becoming Operational
8			The Connection Site and NGC Assets
9			Connection Charges
10			Use of System Charges
11			Charging Rules
12			Ancillary Services
13			(Clause deleted)
14			Special Automatic Facilities
15			Protection and Control Relay Settings
16			Safety Rules
17			Other Site Specific Technical Conditions
18			Metering
19			Joint Systems Incidents
20			Term
21			Emergency Deenergisation
22			Deenergisation and Disconnection
23			Notice to Decommission or Disconnect
24			Disconnection
25			Decommissioning
26			Master Agreement
27			Variations
Appendix A		NGC Assets/Connection Site
Appendix B		Connection Charges/Payment
Appendix C		Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D		Use of System Charges/Payment
Appendix E		Charging Rules
Appendix F1		Site Specific Technical Conditions - Agreed Ancillary Services
Appendix F2		(not used)
Appendix F3		Site Specific Technical Conditions - Special Automatic Facility
Appendix F4		Site Specific Technical Conditions - Protection and Control Relay
          			Settings/Fault Clearance
Appendix F5		Site Specific Technical Conditions - Other Technical Conditions
Appendix F6		Site Specific Technical Conditions - Metering
Appendix G	 	NGC Asset Works
Appendix H		 NGC Reinforcement Works
Appendix I		 Users Works
Appendix J		 Construction Programme
Appendix K		 Liquidated Damages
Appendix L		 Independent Engineer


THIS SUPPLEMENTAL AGREEMENT is made         the day  of                   
19        BETWEEN

(1)	THE NATIONAL GRID COMPANY PLC a company registered in 
England with number 2366977 whose registered office is at 
National Grid House, Sumner Street, London SE1 9JU ("NGC", 
which expression shall include its successors and/or 
permitted assigns); and 

(2)	[                 ] a company registered in [        ]   
with number [        ]    whose registered office is at [                 
] (the "User", which expression shall include its successors 
and/or permitted assigns)

WHEREAS

(A)	[By an Accession Agreement dated [       ]  The User entered 
into the Master Connection and Use of System Agreement dated 
[              ]  ("Master Agreement").  

(B)	This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being 
governed by them.

1.	DEFINITIONS, INTERPRETATION AND CONSTRUCTION

1.1	General

Unless the subject matter or context otherwise requires or is 
inconsistent therewith terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement and the following 
words and expressions shall have the meanings shown:

"Charging Date" the date which the Connection Site is first 
Commissioned and is available for use by the User.

"Commissioning Programme Commencement Date" the date specified in 
the Construction Programme for commencement of the Commissioning 
Programme or any substituted date fixed under the terms of the 
relevant Supplemental Agreement.

"Commissioning Programme" the programme to be determined pursuant 
to Sub-Clause 2.9 of this Supplemental Agreement;

"Completion Date" the date calculated by adding the period 
specified in the Commissioning Programme for the execution of the 
Commissioning Programme to the Commissioning Programme 
Commencement Date or any substituted date fixed under this 
Supplemental Agreement.

"Connected Planning Data" data required pursuant to the Planning 
Code which replaces data containing estimated values assumed for 
planning purposes by validated actual values and updated 
estimates for the future and by updated forecasts for forecast 
data items.

"Construction Programme" the agreed programme for the Works to be 
carried out by NGC and the User set out in detail in Appendix J 
to this Supplemental Agreement including the supply by one to the 
other of data during the period of the Works.

"Independent Engineer" the engineer specified in Appendix L to 
this Supplemental Agreement or such other engineer as may from 
time to time be agreed between the Parties.

"Liquidated Damages" either:

(i)	where payment is to be made to NGC, a sum equivalent to 
NGC's Connection Charges and applicable Use of System Charges 
that would otherwise have been payable on account of the relevant 
period; or

(ii)	where payment is to be made to the user the sum specified on 
or calculated pursuant to Appendix K to this Supplemental 
Agreement.

"NGC Asset Works" the works necessary for construction and 
installation of the NGC Assets at the Connection Site specified 
in Appendix G to this Supplemental Agreement.

"NGC Works" the NGC Asset Works and the NGC Reinforcement Works.

"NGC Reinforcement Works" means those works other than the NGC 
Asset Works which in the reasonable opinion of NGC are necessary 
to extend or reinforce the NGC Transmission System in relation to 
and prior to the connection of the User's Equipment at a New 
Connection Site and which are specified in Appendix H to this 
Supplemental Agreement.

"Practical Completion Date" the date upon which the Connection 
Site is Commissioned.

"User's Works" those works necessary for installation of the 
User's Equipment which are specified in Appendix I to this 
Supplemental Agreement.

"Works" the NGC Asset Works, the User's Works and the NGC 
Reinforcement Works.

2.	CARRYING OUT OF THE WORKS

2.1	Forthwith following the date of this Agreement NGC and the 
User shall agree the Safety Rules and Local Safety 
Instructions to apply during the Construction Programme and 
Commissioning Programme.

2.2	Forthwith following the date of this Agreement NGC shall use 
its best endeavours to obtain in relation to the NGC Asset 
Works and the NGC Reinforcement Works, and the User shall 
use its best endeavours to obtain in relation to the User's 
Works, all such planning and other statutory consents and 
all wayleaves, easements, rights over or interests in land 
or any other consent or permission of any kind as shall be 
necessary to enable the parties to carry out the Works.  
Each shall give advice and assistance to the other to the 
extent reasonably required by the other in the furtherance 
of these obligations.  Further each Party shall, so far as 
it is legally able to do so, grant to the other all such 
wayleaves, easements, rights over or interests (but not 
estates) in land or any other consents reasonably required 
by the other in order to be enable the Words to be completed 
and to enable that other to carry out its obligations to the 
other under this Supplemental Agreement and in all cases 
subject to such terms and conditions as are reasonable.

2.3	The User shall pay to NGC within 28 days of the date of its 
invoice therefor all NGC's Engineering Charges and proper 
and reasonable out-of-pocket ancillary expenses in seeking 
the planning and other statutory consents and all wayleaves, 
easements, rights over or interests in land or other 
consents or permissions the subject of Sub-Clause 2.2 (which 
process the User acknowledges may include planning inquiries 
or appeals).  NGC shall keep the User informed of the level 
of such charges and expenses being incurred which shall not 
exceed [       ] pounds without the User's consent.

2.4	Prior to commencement of the NGC Asset Works and NGC 
Reinforcement Works the User shall have the right to 
terminate this Agreement upon giving 7 days notice in 
writing to NGC in which event NGC shall return the unused 
balance (if any) of any NGC Engineering Charges advanced by 
the User to NGC in relation to the Connection Site.

2.5	Both Parties shall be entitled to sub contract the carrying 
out of their respective parts of the Works.  The User or any 
contractor on its behalf shall be responsible for commencing 
and for carrying out the User's Works (to such stage of 
completion as shall render them capable of being 
Commissioned) in accordance with the Construction Programme 
by the Commissioning Programme Commencement Date and the NGC 
or any contractor on its behalf shall be responsible for 
commencing and carrying out the NGC Asset Works and the NGC 
Reinforcement Works (to such stage of completion as shall 
render them capable of being Commissioned) in accordance 
with the Construction Programme by the Commissioning 
Programme Commencement Date.

2.6	If at any time during the period prior to the Practical 
Completion Date a Party (in this Sub-Clause, the "Requesting 
Party") wishes to make any addition to or omission from any 
of the Requesting Party's Works being undertaken (which 
addition or omission is such as may reasonably be expected 
materially to affect the other Party's ability to perform 
its obligations under this Supplemental Agreement) or to 
vary the Construction Programme or the Commissioning 
Programme for whatever reasons (including by reason of 
inaccurate data furnished by the other Party (in this Sub-
Clause, the "Requested Party")) the Requesting Party shall 
give written notice to the Requested Party requesting such 
change or variation which specifies the precise alteration 
or variation which it is proposing, including an estimate of 
any delay necessary to enable the Parties to carry out the 
varied Work.  As quickly as practicable and in any event 
within 14 days of receipt of such notice by the Requested 
Party it shall by written notice to the Requesting Party 
specify in the form of an offer:-  	

	(i)	any corresponding changes or variations the Requested 
Party considers in its reasonable opinion are necessary to 
the Requested Party's Works; and

	(ii)	corresponding changes or variations the Requested Party 
considers in its reasonable opinion are necessary to the 
Construction Programme including to the Commissioning 
Programme Commencement Date and Completion Date;

	(iii)	appropriate and/or alternative rights to those 
referred to in Sub-Clause 2.2; and

	(iv)	corresponding variations to the other terms of this 
Supplemental Agreement which the Requested Party considers 
in its reasonable opinion are necessary.

	The Requesting Party shall have 28 days from the date of 
receipt of the Requested Party's offer under this Sub-Clause 
2.6 to give written notice to the Requested Party accepting 
the Requested Party's offer.  The Requested Party shall not 
unreasonably withhold or delay agreement to any amendments 
to such offer proposed by the Requesting Party.  If the 
Requested Party's offer (including any amended offer) under 
this Sub-Clause 2.6 is so accepted by the Requesting Party 
the Works, the Construction Programme, the Commissioning 
Programme, the Commencement Date, the Completion Date and 
this Supplemental Agreement shall be deemed automatically 
amended with effect from the date of receipt of such 
acceptance by the Requested Party so as to incorporate the 
terms of the Requested Party's offer (including any changes 
proposed by the Requesting Party which have been accepted by 
the Requested Party) under this Sub-Clause 2.6.  If the 
Parties are not able to agree on the terms of the Requested 
Party's offer within such 14 day period either Party may 
refer the matter to the Independent Engineer pursuant to 
Clause 7 hereof.  The Parties shall diligently proceed with 
the Works and Construction Programme in accordance with 
their terms as amended or varied from time to time, to the 
extent reasonable and practicable having regard to the 
nature of any such amendment or variation.

2.7	The Parties shall continuously liaise throughout the 
Construction Programme and Commissioning Programme and each 
shall provide to the other all information necessary to 
assist the other in performance of that other's part of the 
Works, and shall use all reasonable endeavours to co-
ordinate and integrate their respective part of the Works.  
There shall be on-site meetings between representatives of 
the parties not less than once every calendar month.  Each 
Party shall deliver to the other Party a written report of 
progress during each calendar quarter within 7 days of the 
end of each quarter.

2.8	During the period of and at the times and otherwise as 
provided in the Construction Programme and the Commissioning 
Programme NGC and the User will allow the other, its 
employees, agents, suppliers, contractors and sub-
contractors necessary access to its own site to enable that 
other to carry out the NGC Asset Works or User's Works but 
not so as to disrupt or delay the construction and 
completion of the other's works on the said sites or the 
operation of the other's Plant and Apparatus located 
thereon, such access to be in accordance with any reasonable 
regulations relating thereto made by the site owner or 
occupier.

2.9	Not later than [6] weeks prior to the Commissioning 
Programme Commencement Date the User shall provide NGC with 
a draft commissioning programme.  NGC shall, as quickly as 
practicable and in any event within 21 days of receipt 
thereof, determine whether or not to approve the proposed 
commissioning programme (which approval shall not be 
unreasonably withheld or delayed) and shall either notify 
the User of its approval or, in the event that NGC 
reasonably withholds its approval, notify the User of any 
charges or variations to the proposed commissioning 
programme recommended by NGC.  If the User does not accept 
the form of commissioning programme submitted by NGC any 
dispute shall be referred to the Independent Engineer for 
determination.  The Commissioning Programme approved by NGC 
or determined by the Independent Engineer as the case may be 
shall be implemented by the Parties or their contractors in 
accordance with its terms.

3.	DELAYS

3.1	If prior to the Practical Completion Date a Party (in this 
Sub-Clause, "the Affected Party") shall be delayed in 
carrying out any of the Affected Party's Works (including 
their commissioning) by reason of any act, default or 
omission on the part of the other Party (in this Sub-Clause, 
the "Defaulting Party") or the Defaulting Party's employees, 
agents, contractors or sub-contractors or of an event of 
Force Majeure, the Affected Party shall be entitled to have 
such later date or dates fixed as the Commissioning 
Programme Commencement Date and/or (as the case may be) the 
Completion Date as may be fair and reasonable in the 
circumstances provided that it notifies the Defaulting Party 
in writing of such act, default or omission or event of 
Force Majeure within [28] days thereof together with an 
estimate of the proposed delay which it will cause the 
Affected Party.  In the event of a dispute between the 
Parties over what is or are any fair and reasonable new date 
or dates to be fixed in the circumstances this shall be 
promptly referred to and determined by the Independent 
Engineer.  Once the new date or dates are fixed the 
Construction Programme and/or Commissioning Programme shall 
be deemed automatically amended as appropriate.

3.2	If either Party shall have reason to believe that he is 
being delayed or will be delayed in carrying out that 
Party's Works for any reason (whether it is one entitling 
him to the fixing of a new date under Sub-Clause 3.1 or not) 
he shall forthwith notify the other party in writing of the 
circumstances giving rise to the delay and of the extent of 
the actual and/or anticipated delay.



4.	LIQUIDATED DAMAGES

4.1	Each Party shall give written notice to the other declaring 
its readiness to commence the Commissioning Programme when 
this is the case.

4.2	The Commissioning Programme shall commence forthwith once 
both Parties have given written notice under Sub-Clause 4.1.

4.3	To the extent that the date of actual commencement of the 
Commissioning Programme is later than the Commissioning 
Programme Commencement Date due to the failure of one Party 
only to give notice under Sub-Clause 5.1 in time such Party 
shall pay to the other Party Liquidated Damages for each day 
that the date of actual commencement of the Commissioning 
Programme is later than the Commissioning Programme 
Commencement Date.  It is declared and agreed that such 
Liquidated Damages shall cease to be payable in respect of 
any period after the date of actual commencement of the 
Commissioning Programme.

4.4	The Works shall be deemed to have been Commissioned on the 
date that the Independent Engineer certifies in writing that 
the Commissioning Programme has been completed.

4.5	If the Practical Completion Date is later than the 
Completion Date either Party if and to the extent that it is 
responsible for delayed completion of the Commissioning 
Programme (such responsibility and/or its extent to be 
determined by the Independent Engineer failing agreement 
between the Parties) shall pay to the other Party Liquidated 
Damages for each day that the Practical Completion Date is 
later than the Completion Date.

4.6	Liquidated Damages payable under Sub-Clauses 4.3 and 4.5 
shall accumulate on a daily basis but shall be payable 
monthly.  On or before the 15th day of each month the Party 
due to receive Liquidated Damages shall send to the other 
Party ("the Paying Party") a statement of the Liquidated 
Damages which have accrued due in the previous calendar 
month.  The Paying Party shall in the absence of manifest 
error pay the Liquidated Damages which have accrued due in 
the previous calendar month.  The Paying Party shall in the 
absence of manifest error pay the Liquidated Damages shown 
on the statement by the end of the calendar month in which 
the statement is received by the Paying Party.

4.7	The payment or allowance of Liquidated Damages pursuant to 
this Clause 4 shall be in full satisfaction of either 
Party's Liability for failure to perform its respective 
obligations by the Commissioning Programme Commencement Date 
and/or the Completion Date.



5.	APPROVAL TO CONNECT/ENERGISE/BECOME OPERATIONAL

5.1	Not later than [4] months prior to the Completion Date or by 
such other time as may be agreed between the Parties the 
Parties shall prepare and submit the Operation Diagrams and 
Site Common Drawings required to be prepared and submitted 
by each of them respectively under CC 7.4.4 and 7.4.6.

5.2	Not later than [3] months prior to the Completion Date or by 
such other time as may be agreed between the Parties the 
Parties shall prepare and submit the Operation Diagrams and 
Site Common Drawings required to be prepared and submitted 
by each of them respectively under CC 7.4.5 and 7.4.7.

5.3	Not later than [3] months prior to the expected Completion 
Date or by such other time as may be agreed between the 
Parties each Party shall submit to the other:

	(i)	data within its possession needed to enable the 
completion of Appendices F3 and F4; and 

	(ii)	evidence reasonably satisfactory to NGC that the Users 
Equipment complies or will on Completion comply with the 
provisions of Clauses 12, 17.1 and 18.

5.4	Not later than [8] weeks prior to the expected Completion 
Date or by such other time as may be agreed between the 
Parties the each Party shall submit to the other:-

	(i) 	information to enable preparation of Site 
Responsibility Schedules complying with the provisions of 
Appendix [1] to the Connection Conditions together with a 
list of managers who have been duly authorised by the User 
to sign such Site Responsibility Schedules on the User's 
behalf;

	(ii)	a list of Safety Coordinators pursuant to Operating 
Code 8 and a list of telephone numbers for Joint System 
Incidents at which senior management representatives 
nominated for the purpose can be contacted; and

	(III)	a list of the telephone numbers for the facsimile 
machines referred to in CC 6.5.8.

5.5	Not later than 30 days prior to the expected Completion Date 
the User shall submit a statement of readiness to complete 
the Commissioning Programme to NGC together with relevant 
Connected Planning Data and a report certifying to NGC that, 
to the best of the information, knowledge and belief of the 
User, all relevant Connection Conditions applicable to the 
User have been considered and complied with.  If NGC 
considers that it is necessary, it will require this report 
to be prepared by the Independent Engineer at NGC's sole 
cost and expense.  The report shall incorporate if requested 
by NGC type test reports and test certificates produced by 
the manufacturer showing that the User's Equipment meets the 
criteria specified in CC6.



6.0	INDEPENDENT ENGINEER

	The Parties agree and shall procure that when the 
Independent Engineer is appointed he shall act as an expert 
and not as an arbitrator and shall decide those matters 
referred or reserved to him under this Supplemental 
Agreement by reference to Good Industry Practice using his 
skill, experience and knowledge and with regard to such 
other matters as the Independent Engineer in his sole 
discretion considers appropriate.  All references to the 
Independent Engineer shall be made as soon as reasonably 
practicable and in any event within 14 days of the 
occurrence of the dispute to be referred to the Independent 
Engineer.  The Parties shall promptly supply the Independent 
Engineer with such documents and information as he may 
request when considering such question.  The Independent 
Engineer shall use his best endeavours to give his decision 
upon the question before him as soon as possible following 
its referral to him.  The parties shall share equally the 
fees and expenses of the Independent Engineer.  The Parties 
expressly acknowledge that submission of disputes for 
resolution by the Independent Engineer does not preclude 
subsequent submission of disputes for resolution by 
arbitration under Clause 26 of the Master Agreement.  
Pending any such arbitration the Parties shall treat the 
Independent Engineer's decision as final and binding.



7.	CONNECTION/ENERGISATION/BECOMING OPERATIONAL

7.1	Right to become Operational;

	NGC shall connect and Energise the User's Equipment at the 
Connection Site during the course of an in accordance with 
the Commissioning Programme and upon compliance by the User 
with the provisions of Clause 5 NGC shall forthwith notify 
the User in writing that it has the right to become 
Operational.

7.2	Right to remain connected;

	Subject to the other provisions of this Agreement and the 
Grid Code the User shall have the right for the User's 
Equipment to remain connected to the NGC Transmission System 
at the Connection Site for the duration of this Supplemental 
Agreement.  

7.3	Right to be and remain Energised and Operational

	Subject to the other provisions of this Agreement and the 
Grid Code the User shall have the right for the User's 
Equipment at the Connection Site to be and remain Energised 
and Operational for the duration of this Supplemental 
Agreement.

74.	Obligation to remain connected;

	Without prejudice to its rights to make Modifications to the 
User's Plant pursuant to the Master Agreement and subject to 
the provisions of sub-clause 21.2 and the other provisions 
of this Agreement and the Grid Code the User shall keep the 
User's Equipment at the Connection Site connected to the NGC 
Transmission System until Decomissioning or Disconnection is 
permitted pursuant to this Supplemental Agreement.

7.5	Registered Capacity

	The User if a Generator shall not operate its User's 
Equipment such that any of it exceeds its Registered 
Capacity save as expressly permitted or instructed pursuant 
to the Grid Code or the Fuel Security Code or as may be 
necessary or expedient in accordance with Good Industry 
Practice.

7.6	Data

	Data of technical or operational nature collected, recorded 
or otherwise generated pursuant to this Supplemental 
Agreement shall be deemed data lodged pursuant to the Grid 
Code to the extent that the Grid Code makes provision 
therefor.

7.7	Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall use all reasonable endeavours to 
maintain the NGC Assets at the Connection Site in the 
condition necessary to render the same fit for the purpose 
of passing power up to the Maximum Export Capacity and/or 
the Connection Site Demand Capability as appropriate between 
the User's Equipment and the NGC Transmission System.

7.8	Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall accept into the NGC Transmission System 
at the Connection Site power generated by the User up to the 
Maximum Export Capacity except to the extent (if any) that 
NGC is prevented from doing so by transmission constraints 
which could not be avoided by the exercise of Good Industry 
Practice by NGC.

7.9	Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall transport a supply of power to the 
Connection Site through the NGC Transmission System up to 
the Connection Site Demand Capability except to the extent 
(if any) that NGC is prevented from doing so by transmission 
constraints or by insufficiency of generation which, in 
either case, could not have been avoided by the exercise of 
Good Industry Practice by NGC.

7.10	Subject to the provisions of the Grid Code each Party shall 
be entitled to plan and execute outages of parts of its 
System or Plant or Apparatus at any time from time to time.



8.	THE CONNECTION SITE AND NGC ASSETS

	The Connection Site and NGC Assets to which this 
Supplemental Agreement relates are more particularly 
described in Appendix A.



9.	CONNECTION CHARGES

	Subject to the provisions of Clause 6 of this Supplemental 
Agreement the User shall pay with effect from the Charging 
Date the Connection Charges set out in Appendix B which are 
calculated by reference to the NGC Assets specified in 
Appendix A in accordance with the provisions of Appendix B.



10.	USE OF SYSTEM CHARGES

	Subject to the provisions of Clause 6 of this Supplemental 
Agreement the User shall pay with effect from the Charging 
Date to NGC the Use of System Charges set out in Appendix D 
payable in accordance with the provisions of Appendix D.



11.	CHARGING RULES

	The provisions of the Charging Rules set out in Appendix E 
to this Supplemental Agreement shall apply.



12.	ANCILLARY SERVICES

	The User shall provide the Agreed Ancillary Services set out 
in Appendix F1 in accordance with the Grid Code.



13.	GRID CODE NON-COMPLIANCE

	(Clause deleted)



14.	SPECIAL AUTOMATIC FACILITIES

	NGC and the User shall operate respectively the NGC 
Transmission System and the User System in accordance with 
the schemes set out in Appendix F3 hereto.



15.	PROTECTION AND CONTROL RELAY SETTINGS/FAULT CLEARANCE TIMES

	NGC and the User shall record the respective protection and 
control relay settings and fault clearance times to be 
operated by each of them in documents in the format set out 
in Appendix F4 and shall operate them accordingly.



16.	SAFETY RULES

16.1	Safety Rules:

	NGC and the User will each supply to the other a copy of 
their Safety Rules current from time to time except where 
already supplied under another Supplemental Agreement (save 
that this exception shall not apply to site specific Safety 
Rules) and also a copy of the Local Safety Instructions 
applicable at the Connection Site from time to time except 
where supplied under another Supplemental Agreement.

16.2	Decommissioning:

	Decommissioning of Plant and/or Apparatus at the Connection 
Site will be undertaken in accordance with the procedures of 
the Safety Rules of whichever of NGC or the User applied 
when the Plant and/or Apparatus concerned was in commission.



17.	OTHER SITE SPECIFIC TECHNICAL CONDITIONS

17.1	Initial Obligation:

	The User shall ensure that on the Completion Date the User's 
Equipment complies with the site specific technical 
conditions set out in Appendix F5.

17.2	The User shall use all reasonable endeavours to ensure 
during the period of this Supplemental Agreement that the 
User's Equipment shall continue to comply with the site 
specific technical conditions set out in Appendix F5.

17.3	If the User or NGC wishes to modify, alter or otherwise 
change the site specific technical conditions or the manner 
of their operation:-

	(i)	under Appendix F4 it may do so upon obtaining the 
agreement of the other Party such agreement not to be 
unreasonably withheld.

	(ii)	under Appendix F1, F3, F5 or F6 this shall be deemed to 
be a Modification for the purposes of the Master Agreement.



18.	METERING

	The provisions of Appendix F6 shall have effect.



19.	JOINT SYSTEM INCIDENTS

	Each Party confirms to the other that its Senior Management 
Representatives whose names have been nominated and notified 
to the other pursuant to OC9 are fully authorised to make 
binding decisions on its behalf for the purposes of OC9.



20.	TERM

	Subject to the provisions for earlier termination set out 
herein and in Clause 17 of the Master Agreement, this 
Supplemental Agreement shall continue until the User's 
Equipment is Disconnected from the NGC Transmission System 
at the Connection Site in accordance with Clauses 22 or 23 
hereof.



21.	EMERGENCY DEENERGISATION

21.1	Emergency Deenergisation by NGC;	

	If, in the reasonable opinion of NGC, the condition or 
manner of operation of the NGC Transmission System or the 
User's System poses an immediate threat of injury or 
material damage to any person or to the Total System or to 
any User's System or to the NGC Transmission System, NGC 
shall have the right to Deenergise the User's Equipment if 
it is necessary or expedient to do so to avoid the 
occurrence of such injury or damage.

21.2	Emergency Deenergisation by a User;

	If, in the reasonable opinion of the User, the condition or 
manner of operation of the NGC Transmission System, the 
Total System or any other User's System, poses an immediate 
threat of injury or material damage to any person or to the 
User's System the User shall have the right to Deenergise 
the User's Equipment if it is necessary or expedient to do 
so to avoid the occurrence of such injury or damage.  

21.3	Reenergisation:

	NGC or, as the case may be, the User shall Reenergise the 
User's Equipment at the Connection Site as quickly as 
practicable after the circumstances leading to any 
Deenergisation under this Clause 16 have ceased to exist.



22.	DEENERGISATION AND DISCONNECTION

22.1	Breach by the User:

	If the User shall be in breach of any of the provisions of 
this Supplemental Agreement or of the provisions of the 
Master Agreement enforcing the provisions of the Grid Code 
(but subject always to Sub-Clauses 9.3 and 9.4 of the Master 
Agreement) and such breach causes reasonably be expected to 
cause a material adverse effect on the business or condition 
of NGC or other Users or the NGC Transmission System or 
Users Systems then NGC may:-

	(i)	where the breach is capable of remedy, give notice to 
the User specifying in reasonable detail the nature of the 
breach and requiring the User within 28 days after receipt 
of such notice to remedy the breach or within any longer 
period agreed between NGC and the User, the agreement of NGC 
not to be unreasonably withheld or delayed; or

	(ii)	where the breach is incapable of remedy, give written 
notice to the User specifying in reasonable detail the 
nature of the breach and the reasons why NGC is of the 
reasonable opinion that the breach is incapable of remedy 
and requiring the User within 5 Business Days after receipt 
of such notice to undertake to NGC not to repeat the breach.

22.2	Grid Code Procedures

	Whenever NGC serves a notice on the User pursuant to Sub-
Clause 22.1, NGC and the User shall discuss in good faith 
and without delay the nature of the breach and each shall 
use all appropriate procedures available to it under the 
Grid Code (including testing rights and the procedures set 
out in OC5 (Testing and Monitoring)) in an attempt to 
establish as quickly as reasonably practicable a mutually 
acceptable way of ensuring future compliance by the User 
with the relevant provision of the Grid Code.

22.3	De-Energisation

22.3.1 If:-

	(a)	the User fails to give or comply with any valid notice 
served on it by NGC in accordance with Sub-Clause 22.1(ii) 
or is in breach of any undertaking given in accordance with 
Sub-Clause 22.2(ii) and such breach causes or can be 
reasonably expected to cause a material adverse effect on 
the business or condition of NGC or other Users or the NGC 
Transmission System or User Systems; or

	(b)	five Business Days have elapsed since the date of any 
valid notice served on the User in accordance with Sub-
Clause 22.2(ii) and no undertaking is given by the User in 
accordance with Sub-Clause 22.2(ii);

	NGC may, provided NGC has first complied with OC5 Monitoring 
and Testing if appropriate De-Energise the User's Equipment 
upon the expiry of at least 48 hours prior written notice to 
the User, provided that at the time of expiry of such notice 
the breach concerned remains unremedied and that neither 
Party has referred the matter to the Dispute Resolution 
Procedure set out in Clause 27 of the Master Agreement.  In 
such event NGC may De-Energise forthwith following 
completion of the Dispute Resolution Procedure and final 
determination of the dispute in NGC's favour.

22.3.2	If the User fails to comply with the Grid Code and the 
Director makes a final order or a confirmed, provisional 
order as set out in Sections 25 and 26 of the Act against 
the User in respect of such non-compliance which order that 
User breaches NGC may De-Energise the User's Equipment upon 
the expiry of at least 48 hours prior written notice to the 
User provided that at the time of expiry of the notice the 
User fails to comply with the order.

22.4	NGC Transmission Licence

	If a breach of the nature referred to in Sub-Clause 22.1 
continues to the extent that it places or seriously 
threatens to place in the immediate future NGC in breach of 
the NGC Transmission Licence, NGC may De-Energise the User's 
Equipment upon the expiry of at least 12 hours prior written 
notice to the User, provided that at the time of expiry of 
such notice the breach concerned remains unremedied.

22.5	Re-Energisation Disputes

	If, following any De-Energisation pursuant to this Clause 
22, the User applies to NGC for the User's Equipment to be 
Re-Energised and is refused or is offered terms which the 
User does not accept, this shall be recognised as a dispute 
over the terms for connection and use of system which the 
User may refer to the Director for determination under the 
NGC Transmission Licence.  If the User accepts any terms 
offered by NGC or settled by the Director pursuant to any 
such reference, NGC shall Re-Energise the User's Equipment 
forthwith after any request from the User for NGC to do so.

22.6	Event of Default

	If the breach which led to any De-Energisation pursuant to 
this Clause 22 remains unremedied at the expiry of at least 
6 months after the date of such De-Energisation, NGC may 
declare by notice in writing to the User that such breach 
has become an event of default provided that:-

	(a)	all disputes arising out of the subject-matter to this 
Clause 22 which are referred to the Dispute Resolution 
procedure have then been finally determined in favour of 
NGC; and

	(b)	any reference to the Director pursuant to Sub-Clause 
22.5 has then been finally determined in favour of NGC or 
any terms settled by the Director pursuant to such 
application have not been accepted by the User.

22.7	Disconnection

	Once NGC has given a valid notice of an event of default 
pursuant to Sub-Clause 22.6 NGC may give notice of 
termination to that User whereupon this Supplemental 
Agreement shall terminate and:

	(i) 	NGC shall Disconnect all the User's Equipment at the 
Connection Site and NGC and the User concerned shall by 
arrangement between them remove any of the User's Equipment 
and NGC Assets on the other Party's land within 6 months of 
the date of termination or such longer period as may be 
agreed between the Parties; and

	(ii)	that User shall be obliged to pay to NGC forthwith the 
Termination Amounts applicable to the Connection Site.

23.	NOTICE TO DECOMMISSION OR DISCONNECT

	Without prejudice to Sub-Clause 21.2 the User shall give to 
NGC not less than 6 months written notice of any intention 
of the User either to Decommission the User's Equipment or 
to Disconnect the User's Equipment.

24.	DISCONNECTION

	If notice to Disconnect is given by the User under Clause 23 
the User may upon expiry of the period specified in such 
notice and not before Disconnect the User's Equipment.  At 
the expiry of such period this Supplemental Agreement shall 
terminate.  The User shall pay to NGC all Termination 
Amounts applicable to the Connection Site within 28 days 
after termination of this Agreement.  Within 6 months of the 
date of such termination or such longer period as may be 
agreed between the Parties the Parties shall by arrangement 
with each other remove any of the User's Equipment and NGC 
Assets on the other Party's land.

25.	DECOMMISSIONING

	If notice to Decommission is given by the User under Clause 
23 the User may upon expiry of the period specified in such 
notice and not before, Decommission the User's Equipment.  
This Supplemental Agreement shall not terminate and:-

	(i)	until the end of the Financial Year in which the 
Decommissioning takes place all Connection Charges and Use 
of System Charges payable by the User under this 
Supplemental Agreement shall continue to be payable in full; 
and

	(ii)	following the end of the Financial Year in which the 
Decommissioning takes place the Use of System Charges 
payable by the User under this Supplemental Agreement shall 
no longer be payable by the User but the Connection Charges 
so payable shall continue to be payable.

	If and when the User wishes to recommission it shall give 
NGC not less than 3 months written notice unless a shorter 
period is agreed between the User and NGC.

26.	MASTER AGREEMENT

	The provisions of Clauses 18 to 24 and 26 to 30 inclusive of 
the Master Agreement shall apply to this Supplemental 
Agreement as if set out in full herein.

27.	VARIATIONS

	No variation to this Supplemental Agreement shall be 
effective unless made in writing and signed by or on behalf 
of both NGC and the User.  NGC and the User shall effect any 
amendment required to be made to this Supplemental Agreement 
by the Director as a result of a change in the Transmission 
Licence or an order or directions made pursuant to the Act 
or a Licence or as a result of settling any of the terms 
hereof and the User hereby authorises and instructs NGC to 
make any such amendment on its behalf and undertakes not to 
withdraw, qualify or revoke such authority or instruction at 
any time.





	IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first 
above written


	THE NATIONAL GRID COMPANY PLC     )

	By                                                             
)

	[the USER]                                               )

          By                                                             
)


APPENDIX A







NGC's ASSETS/CONNECTION SITE







COMPANY:





CONNECTION SITE:





TYPE:





NGC ASSETS:



	QUANTITY VOLTAGE DESCRIPTION                                 
AGE (Years)




SCHEMATIC DIAGRAM:



AREA:

APPENDIX B


CONNECTION CHARGES/PAYMENT


1)	CONNECTION CHARGES:

	COMPANY:

	CONNECTION SITE:

	TYPE:

	CHARGES:            pounds                 for the period from 
1st April 1990 to 31st

                                   March 1991 and thereafter as 
determined in accordance

	                         with the Charging Rules.


2)	PAYMENT:

	The Charges shall be payable in 12 equal monthly instalments 
as 
	specified in Clause 14 of the Master Agreement.

APPENDIX C


ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND

COMPANY:

GRID SUPPLY POINT/
CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:

ZONE:

a.	GENERATION:

                                                        
REGISTERED 

	SET     TYPE/FUEL               CAPACITY MW

b.	In the Financial Year 1st April 1990 to 31st March 1991 
NGC's Demand related Use of System charges shall be 
calculated by reference to the Demand attributable to the 
User at the Grid Supply Point identified above in relation 
to the 3 half-hours of peak Demand (Active Power) occurring 
on the 3 days of peak Demand (Active Power) which occur in 
the period from 1st November 1990 to 28th February 1991 and 
are at least 10 days apart.

c.	In the Financial Year 1st April 1990 to 31st March 1991 
NGC's generation related Use of System Charges shall be 
calculated by reference to the highest Registered Capacity 
during such Financial Year and the Energy produced.

d.	ESTIMATED DEMAND for the period between 1 April 1990 and 
31st March 1991 and thereafter as notified in accordance 
with the Charging Rules.

          _______________MW


APPENDIX D



USE OF SYSTEM CHARGES/PAYMENT


Company:

Location:

1)	TYPE OF CHARGE:                              SYSTEM SERVICE

	A.	Demand Related

		pounds__________ in respect of the period from 1st April 
1990 to 31st March 1991 payable in 12 equal monthly 
instalments subject to adjustment in accordance with the 
Charging Rules.

	Note:  based upon a charge of pounds______ per KW and _____KW of 
Estimated Demand as set out in Appendix C.

2)	TYPE OF CHARGE:	                    INFRASTRUCTURE

	A.	Demand Related

		pounds___________in respect of the period from 1st April 
1990 to 31st March 1991 payable in 12 equal monthly 
instalments subject to adjustments in accordance with the 
Charging Rules.

	Note:  based upon a charge of pounds_____ per KW and ______KW of 
Estimated Demand as set out in Appendix C.

	B.	Capacity Related

		Pounds___________ in respect of the period from 1st April 
1990 to 31st March 1991 payable in 12 equal monthly 
instalments subject to adjustment in accordance with the 
Charging Rules based upon a charge of _____ pounds per KW 
Registered Capacity and _____KW being the Registered 
Capacity as set out in Appendix C.

	C.	Energy Related

		_____ pounds per Kwh in respect of each Kwh of Energy entering 
the Total System in the period from 31st March 1990 to 31st 
March 1991 payable as described in Clause 14 of the Master 
Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.


APPENDIX E

CHARGING RULES

1.	Use of System Charges - General and Data Requirements

1.1	NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by 
embedded Generating Units which is to be paid for otherwise 
than pursuant to the Pooling and Settlement Agreement.

1.2	Data Requirements

1.2.1	On or before 31st December in each Financial Year the 
User shall supply NGC with such data as NGC may from time to 
time reasonably request to enable NGC to calculate the 
Connection Charges and/or Use of System Charges due from the 
User to NGC in respect of the Connection Site including the 
data specified in Appendix C.

1.2.2	On or before 31st December in each Financial Year,

(i)	Users who are Public Electricity Suppliers shall supply to 
NGC a forecast for the following Financial Year of the 
following:-

(a)	the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand 
under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number 
of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E; and

(b)	the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES 
Supply Business Demand under Annual Average Cold Spell (ACS) 
Conditions attributable to such Grid Supply Point for each 
of a number of peak half-hours as notified by NGC to the 
User under paragraph 2.1 of this Appendix E.

(ii)	Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand 
under Annual Average Cold Spell (ACS) Conditions 
attributable to each Grid Supply Point equal to the average 
of the forecasts of STS Demand attributable to such Grid 
Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this 
Appendix E.

(iii)	Users who are Generators shall supply to NGC a forecast 
for the following Financial Year of the Station Demand 
(Active Power) under Annual Average Cold Spell (ACS) 
Conditions attributable to each Grid Supply Point equal to 
the average of the forecasts of such Station Demand (Active 
Power) attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User 
under paragraph 2.1 of this Appendix E.

1.3	Annual Adjustment

1.3.1	NGC's Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each 
of a number of peak half hours as notified by NGC to the 
User under paragraph 2.1 of this Appendix E.

1.3.2	On or before 1st March each Financial Year NGC shall:-

(i)	determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User 
at each Grid Supply Point for each of the Number of Peak 
Half Hours applicable during such Financial Year; and	

(ii)	shall compare the User's highest Registered Capacity during 
such year with the Registered Capacity used when estimating 
the charges due during such Financial Year;

1.3.3	NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 
1.3.2 the amount of Demand related or Capacity related Use 
of System Charges (as the case may be) that would have been 
payable by the User under this Supplemental Agreement during 
each month during that Financial Year if they had been 
calculated on the basis of that of the actual position (the 
"Actual Amount").  NGC shall then compare the Actual Amount 
with the amount of Demand related or Capacity related Use of 
System Charges (as the case may be) paid during each month 
during that Financial Year by the User under this 
Supplemental Agreement (the "Notional Amount").

1.3.4	NGC shall then prepare a reconciliation statement and 
send it to the User.  Such statement shall specify the 
Actual Amount and the Notional Amount for each month during 
the relevant Financial Year and, in reasonable detail, the 
information from which such amounts were derived and the way 
in which they were calculated.

1.3.5	Together with the reconciliation statement NGC shall 
send the User an invoice in relation to any sums shown by 
the reconciliation statement to be due to NGC and interest 
thereon calculated pursuant to paragraph 1.3.6 below.  
Forthwith following receipt of any reconciliation statement 
the User shall send to NGC an invoice in relation to any sum 
shown by the reconciliation statement to be due to the User 
and interest thereon calculated pursuant to paragraph 1.3.6 
below.  Such invoices shall be payable on or before 31st 
March in such Financial Year.

1.3.6	In respect of each month during that Financial Year:-

(a)	the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which 
the Actual Amount exceeds the Notional Amount; and

(b)	NGC shall, following receipt of an appropriate invoice, 
repay to the User an amount equal to the amount (if any) by 
which the Notional Amount exceeds the Actual Amount.

	Interest shall be payable by the paying Party to the other 
on such amounts from the Payment Date applicable to the 
month concerned until the date of actual payment of such 
amounts (which shall not be later than 31st March in such 
Financial Year).  Such interest shall be calculated on a 
daily basis at the rate equal to the base rate of Barclays 
Bank PLC for the time being and from time to time during 
such period.

2.	Revision of Charges

2.1	To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or 
the basis of their calculation including issuing revisions 
to Appendices B, C and D hereto.  On or before 31st October 
in each Financial Year NGC shall notify the User of the 
intended basis of calculation to be used by NGC in the 
following Financial Year (including the number and timing of 
peak half-hours if any to be used when calculating Demand 
related infrastructure charges) and shall consult with the 
User concerning the same.  On or before 30th November in 
each Financial Year NGC shall confirm to the User the basis 
of calculation to be used in the following Financial Year.  
NGC shall give the User not less than 2 months prior written 
notice of any revised charges, including revisions to 
Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may 
be at any time).  The User shall pay any such revised 
charges and Appendix B, C and/or D as appropriate shall be 
amended automatically (and a copy sent to the User) to 
reflect any changes to such Appendices with effect from the 
date specified in such notice.

2.2	The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991.  As a result, NGC shall have the right to vary 
the asset allocation reflected in Appendix A upon giving not 
less than 2 months prior written notice to the User provided 
that:-

	(a)	NGC has first consulted the User in advance in good 
faith, including informing the User of the nature of the 
reallocation insofar as it materially affects the Connection 
Site and indicating the likely implications for the User of 
such reallocation; and

	(b)	the principles of asset allocation are those set out in 
the statements required by Condition 10(2)D of the 
Transmission Licence, the form of which as has been approved 
by the Director.

	Such asset reallocation shall be effective from 1st April 
1991 and the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to 
reflect such reallocation with effect from such date.

2.3	Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the 
NGC Transmission System means that NGC needs to vary the 
Connection Charges payable by the User in relation to the 
Connection Site NGC shall have the right to vary such 
charges accordingly upon giving to the User not less than 2 
months prior written notice.  Such notice shall be deemed to 
be a revised Connection Offer and before any such variation 
become effective the provisions of Sub- Clauses 11.2 and 
11.4 shall apply mutatis mutandis.  Following any such 
variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to 
reflect such variation with effect from the date such 
variation comes into effect.

3.	Replacement of NGC Assets

3.1	Appendix A specifies the age of each of the NGC Assets at 
the Connection Site at the date of this Supplemental 
Agreement.  NGC Connection Charges and Use of System Charges 
are calculated on the assumption that NGC Assets will not 
require replacement until the expiry of the Replacement 
Period applicable to each NGC Asset concerned.  Such 
Replacement Periods have been agreed between NGC and the 
User.  For the avoidance of doubt, they have been prepared 
for accounting purposes and carry no implication that they 
represent the actual useful lives of such assets.

3.2	Where in NGC's reasonable opinion an NGC Asset requires 
replacement before the expiry of its Replacement Period NGC 
shall, with the prior written approval of the User (except 
where in NGC's reasonable opinion such replacement is 
necessary, in which case such approval shall not be required 
but in such case the User shall have the right to give 
notice to Disconnect) have the right to replace the NGC 
Asset at no additional cost to the User until expiry of its 
original Replacement Period.  Upon the expiry of such 
original Replacement Period NGC shall be entitled to vary 
the Connection Charges in respect of the replaced NGC Asset 
so that they are calculated on the basis of the then current 
Net Asset Value of such NGC Assets.  NGC shall give the User 
not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective.  The User shall pay such varied 
charges and Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
revised charges with effect from the date specified in such 
notice.

3.3	Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC Asset if requested to do so by 
the User of if in NGC's reasonable opinion it is necessary 
to do so to enable NGC to comply with its Licence 
obligations.  Unless so replaced, NGC shall keep the NGC 
Asset in service.  In the event that it is left in service 
the User shall pay Connection Charges in respect of such NGC 
Asset calculated by reference to Net Asset Value derived 
from a revaluation of the asset by NGC (which in the 
reasonable opinion of NGC, taking into account the 
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy of the asset plus 
capitalised renovation or refurbishment costs).  Upon any 
such replacement NGC shall be entitled to vary the 
Connection Charges in respect of the replaced NGC Asset so 
that they are calculated on the basis of the then current 
Net Asset Value of such NGC Asset.  NGC shall give the User 
not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective.  The User shall pay such varied 
charges and Appendices B and D shall be amended 
automatically (and a copy sent to the User) to reflect such 
revised charges with effect from the date notified to the 
User by NGC.

4.	Termination Amounts

4.1	Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the Connection Charges and 
Use of System Charges for which the User is liable in full.  
Where the User has a Connection Site the User shall at the 
end of such Financial Year pay to NGC a sum equal to the 
following:-

	(i)	the then current Net Asset Value of the NGC Assets at 
the Connection Site in question; and

	(ii)	a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2	Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses the NGC Assets at the 
same or another Connection Site and renders and receives a 
Connection Charge therefor NGC shall pay to the User the Net 
Asset Value component of the Termination Amount less 
reasonable maintenance and storage costs.  NGC shall use its 
reasonable endeavours to re-use such NGC Assets where it is 
economic to do so.  Upon request and at the cost of the 
User, NGC shall issue a certificate no more frequently than 
once each calendar year indicating whether or not such NGC 
Assets have or have not been so re-used.

5.	Variation of Charges by NGC during the Financial Year

	If NGC is notified of a reduced Demand forecast by a PES or 
STS from the forecast submitted under paragraph 1.2 of this 
Appendix and is also notified of a corresponding increase in 
such a Demand forecast by another PES or STS NGC shall vary 
the Use of System charges due from the User notifying the 
reduction such that the charges payable reflect the revised 
forecast within 30 days of receipt of the 2 notices.  NGC 
shall vary or commence charging as the case may be the Use 
of System charges due from the User notifying the increase 
with effect from the date that the increase becomes 
effective.  Save where NGC receives 2 corresponding 
notifications there shall unless NGC decides otherwise be no 
variation of charges downwards during the Financial Year to 
cover this eventuality and reconciliation shall be effected 
pursuant to paragraph 1.3 of this Appendix.

6.	Deductions

	In respect of any NGC Engineering Charges which have been 
paid by the User in connection with a Connection Application 
or under Sub-Clause 2.3 of the Supplemental Agreement Type 2 
NGC shall reduce the amount of Connection Charges payable by 
the User in relation to the respective Connection Site on 
1st April in each of the first 3 years of the payment of 
such Connection Charges by an amount equal on each occasion 
to one third of such NGC Engineering Charges.


APPENDIX F1

SITE SPECIFIC TECHNICAL CONDITIONS

		Agreed Ancillary Services
		[Black Start Capability
		Gas Turbine Unit Fast Start
		Synchronous Compensation
		Pumped Storage Unit Spinning-in-Air
		Pumped Storage
		Pumped Storage Plant Fast Start from Standstill
		Demand Reduction
		Adjustment to Pumped Storage Unit Pumping Programme
		Hot Standby]


APPENDIX F2



(NOT USED)



APPENDIX F3



SITE SPECIFIC TECHNICAL CONDITIONS


Special Automatic Facilities

	(a)	NGC Transmission System to Generating Unit 
Intertripping 
		schemes.

	(b)	NGC Transmission System to Demand Intertripping 
schemes.

	(c)	NGC Transmission System to Directly Connected Customers 
		Intertripping Schemes.

	(d)	Auto open/close schemes.

	(e)	System splitting or islanding schemes which impact on 
the
		User's system or plant.

APPENDIX  F4



SITE SPECIFIC TECHNICAL CONDITIONS


		Protection and Control Relay Settings/Fault Clearance 
Times

		Pro-formas attached


APPENDIX F5

SITE SPECIFIC TECHNICAL CONDITIONS


(1)	Protection of Interconnecting Connection

	This applies if the User is a Generator or a Supplier.  The 
term "interconnecting connection" means the primary 
conductors from the current transformer accommodation on the 
circuit transformer accommodation on  the circuit side of 
the circuit breaker to the Connection Point.

	NGC will design the protection scheme for the 
Interconnecting Connections at the New Connection Site after 
the Construction Programme has commenced.  In order to 
provide the required dependability and setting the User will 
be required to install relays and auxiliary components for 
the User circuits which are compatible with those used by 
NGC.  NGC will provide the common and per zone equipment.  
The User shall:-

	(a)	provide the per circuit equipment specified below.
			[NGC to propose - parties to agree]

	(b)	provide AC and Dc buswiring including back trip 
buswires, specified below.
			[NGC to propose - parties to agree}

	(c)	the CT characteristics required of the above buswiring 
are set out below.
			[NGC to propose - parties to agree]

(2)	Circuit breaker fail protection

	If the User is a Generator.

	(a)	The User shall install the circuit breaker fail 
protection equipment specified below.

			[NGC to propose - parties to agree]

	(b)	The User will also provide a back-trip signal in the 
event of a loss of air from its pressurised head circuit-
breakers during the Users run-up sequence.

(3)	Pole Slipping

	The User shall fit pole-slipping protection complying with 
the performance of criteria specified below.

			[NGC to propose - parties to agree]

(4)	Fault Disconnection Facilities

	If the User is a PES or Non-Embedded Customer and no NGC 
circuit-breaker is provided at the Users connection voltage 
the User shall provide NGC with the means of tripping all of 
the Users circuit breakers necessary to isolate faults or 
system abnormalities on the NGC Transmission System.  In 
these circumstances for faults on the Users System, the 
Users protection should also trip higher voltage NGC circuit 
breakers.  These tripping facilities shall comply with 
requirements set out below.

			[NGC to propose - parties to agree]

(5)	Automatic Switching Equipment

	If the User is a PES or Non-embedded Customer only and if 
automatic reclosure of NGC circuit-breakers is required 
following faults on the Users System the User shall provide 
automatic switching equipment for reclosure of NGC circuit-
breakers following faults on the Users System.  This 
equipment shall be designed in accordance with the 
requirements set out below.

			[NGC to propose - parties to agree]

(6)	Control Arrangements

	If the User is a Generator:  The User shall install a 
continuously-acting automatic excitation control system to 
control the Generating Unit terminal voltage without 
instability over the entire operating range of the 
Generating Unit.  System requirements for excitation control 
facilities including power system stabilisers are set out 
below.

			[NGC to propose - parties to agree]

(7)	Control Telephony

	The User shall provide the control Telephony specified 
below.

			[NGC to propose - parties to agree]

(8)	System Monitoring

	The voltage and current signals for system monitoring 
purposes to be provided by the User at the sole expense of 
NGC are set out below:-

			[NGC to specify:  these will consist only of 
			signals from the User's current transformer 
			and voltage transformer in the manner and 
			from the locations set out here]

(9)	Operational Metering

	The User shall provide the operational metering set out 
below.
			[NGC to propose - parties to agree]


APPENDIX F6



SITE SPECIFIC TECHNICAL CONDITIONS



Metering

1.1	Operator

	Where the Connection Site is a Grid Supply Point, and the 
User is or will be Registrant in relation to the Energy 
Metering Equipment required by the Pooling and Settlement 
Agreement at the Grid Supply Point and/or at the bulk supply 
point(s) which are related to that Grid Supply Point, NGC 
shall install and be the Operator of all such Energy 
Metering Equipment from the Transfer Date until the FMS Date 
and thereafter:-

	1.1.1	NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than 12 months' notice in 
writing; and

	1.1.2	the User may remove NGC as Operator upon giving no 
less than 12 months' notice in writing.

	Provided that where the User agrees to become owner of any 
such Energy Metering Equipment NGC may resign as Operator 
upon such transfer of ownership and shall agree such terms 
shall be reasonably necessary to enable the User to perform 
its obligations as Operator of such Energy Metering 
Equipment.

1.2 	Charges

	NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for 
under this Supplemental Agreement as part of such charges.  
Where NGC acts as Operator of any other Energy Metering 
System owned by NGC for which the User is Registrant NGC 
shall charge and the User shall pay such amount which is 
reasonable in all the circumstances.

1.3	Interference

	The User shall ensure that its employees, agents and 
invitees will not interfere with any Energy Metering 
Equipment in respect of which NGC is Operator or the 
connections to such Energy Metering Equipment, without the 
prior written consent of NGC (except to the extent that 
emergency action has to be taken to protect the health and 
safety of persons or to prevent serious damage to property 
proximate to the Energy Metering Equipment or to the extent 
that such action is authorised under the Master Agreement or 
any other agreement between NGC and the User).

1.4	Pulse data

	The User shall have the right to collect and record pulses 
from the meters comprised in the Energy Metering System(s) 
at the Connection Site.  NGC shall give the User access in 
accordance with the Interface Agreement to collect and 
record such pulses and to install and maintain such lines 
and equipment as may be reasonably necessary therefor.


APPENDIX G



NGC ASSET WORKS




APPENDIX H



NGC REINFORCEMENT WORKS


APPENDIX I



USERS WORKS



APPENDIX J



CONSTRUCTION PROGRAMME



APPENDIX K



LIQUIDATED DAMAGES






APPENDIX L



INDEPENDENT ENGINEER


EXHIBIT 3

                               DATED 30th March 1990

                         THE NATIONAL GRID COMPANY PLC	( I )

                                        and

                                      [    	]	(2)

                           SUPPLEMENTAL AGREEMENT TYPE 3

                   (for Generators with Embedded Generating Plant or
             Small Independent Generating Plant and who are acting in that 
             capacity and who are passing power on to a Distribution System 
              through a connection with a Distribution System Commissioned 
                                 at the Transfer Date)



CONTENTS

Clause			Title
1			Definitions, Interpretation, Construction
2			Right to Use the NGC Transmission System
3			The Site of Connection to the Distribution System
4			Use of System Charges
5			Charging Rules
6			Ancillary Services
7			(Clause deleted)
8			Other Site Specific Technical Conditions
9			Metering
10			Joint System Incidents
11			Term
12			Emergency Deenergisation
13			Deenergisation and Disconnection
14			Notice to Decommission or Disconnect
15			Disconnection
16			Decommissioning
17			Master Agreement
18			Variations
Appendix A		Site of Connection
Appendix B
Appendix C		Location of Generation/Demand
Appendix D		Use of System Charges/Payment
Appendix E		Charging Rules
Appendix F1		Site Specific Technical Conditions - Ancillary Services
Appendix F2		(Not used)
Appendix F3		Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4		Site Specific Technical Conditions - Metering


THIS SUPPLEMENTAL AGREEMENT is made the 30th day of March 1990 
and becomes effective on the 31st day of March 1990
BETWEEN

(1)	THE NATIONAL GRID COMPANY PLC a company registered in England 
with number 2366977 whose registered office is at National Grid 
House, Sumner Street, London SE I 9JU ("NGC" which expression 
shall include its successors and/or permitted assigns); and

(2)  [ ] a company registered in [ ] with number [ ] whose 
registered office is at [ ] (the "User" which expression shall 
include its successors and/or permitted assigns

WHEREAS

(A)  NGC and the User are parties to a Master Connection and Use 
of System Agreement dated [ ] ("Master Agreement").

(B)  This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being governed 
by them.

NOW IT IS HEREBY AGREED as follows:-

1.  DEFINITIONS. INTERPRETATION AND CONSTRUCTION

1. 1  General

Unless the subject matter or context otherwise requires or is 
inconsistent therewith terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement.

2.  RIGHT TO USE THE NGC TRANSMISSION SYSTEM

2.1  Subject to the other provisions of this Agreement including 
the provisions of the Grid Code, the User may transmit supplies 
of power on to and/or take supplies of power from the NGC 
Transmission System as the case may be.

2.2  Registered Capacity

The User if a Generator shall not operate its User's Equipment 
such that any of it exceeds its Registered Capacity save as 
expressly permitted and instructed pursuant to the Grid Code or 
the Fuel Security Code or as may be necessary or expedient in 
accordance with Good Industry Practice.

2.3  Data

Data of a technical or operational nature collected recorded or 
otherwise generated pursuant to this Supplemental Agreement shall 
be deemed data lodged pursuant to the Grid Code to the extent 
that the Grid Code makes provision therefor.

2.4  Subject to the other provisions of this Agreement and the 
Grid Code, NGC shall accept into the NGC Transmission System 
Active Power generated by the User up to the Maximum Export 
Capacity except to the extent (if any) that NGC is prevented from 
doing so by transmission constraints which could not be avoided 
by the exercise of Good Industry Practice by NGC.

2.5  Subject to the provisions of the Grid Code each Party shall 
be entitled to plan and execute
outages of parts of its System or Plant or Apparatus at any time 
and from time to time.

2.6  Provision of Data

The majority of the data required under the Grid Code has been 
supplied by the User prior to the Transfer Date. However, in 
respect of the following data required under the Planning Code of 
the Grid Code it is agreed that the User need only supply it 
under the Grid Code within one year of the Transfer Date, unless 
NGC requests it in writing before the expiry of that period, in 
which case the User from whom the data is requested must supply 
it within six weeks of receiving that request, except in the case 
of the data referred to in PCA 5.3.1(g) which need only be 
supplied within three months of receiving that request. The data 
to which this clause applies is that referred to in the following 
paragraphs of the Planning Code:-

		PCA 2.3
		PCA 4.3.7
		PCA 4.3.9
		PCA 5.2.1
		PCA 5.2.2
		PCA 5.3.1 (g)

NGC shall also be able to request a User in writing at any time 
to supply to NGC any data under the Planning Code which it should 
have supplied to NGC prior to the Transfer Data, but which it did 
not supply, and the User must supply that data upon receiving 
that request.

3.	THE SITE OF CONNECTION TO THE DISTRIBUTION SYSTEM

The Site of connection to the Distribution System to which this 
Supplemental Agreement relates is more particularly described in 
Appendix A.

4.	USE OF SYSTEM CHARGES

Subject to the provisions of Clause 5 of this Supplemental 
Agreement the User shall with effect from the commencement of 
this Supplemental Agreement pay to NGC the Use of System Charges 
set out in Appendix D payable in accordance with the provisions 
of Appendix E.

5.  CHARGING RULES

The provisions of the Charging Rules set out in Appendix E to 
this Supplemental Agreement shall apply.

6.  ANCILLARY SERVICES

The User shall provide the Agreed Ancillary Services set out in 
Appendix F1 in accordance with the Grid Code.

7.	GRID CODE NON-COMPLIANCE

(Clause deleted)

8.  OTHER SITE SPECIFIC TECHNICAL CONDITIONS

8.1  NGC and the User shall operate respectively the NGC 
Transmission System and the User System with the special 
automatic facilities and schemes set out in Appendix F3.

8.2  If the User or NGC wishes to modify, alter or otherwise 
change the site specific technical conditions or the manner of 
their operation under Appendix Fl, F2, F3 or F4 this shall be 
deemed to be a Modification for the purposes of the Master 
Agreement.

8.3  Where on or immediately prior to the Transfer Date the Users 
Equipment has any of the following technical attributes or 
facilities:-

(i)  control arrangements
(ii)  voltage and current signals for system monitoring 
(iii)  control telephony
(iv)  operational metering

the User shall use all reasonable endeavours to ensure that 
during the period of this Supplemental Agreement the Users 
Equipment retains such technical attributes or facilities 
provided always that if the User wishes to modify alter or 
otherwise change the same or their operation it may do so by 
following the procedures relating to a Modification in accordance 
with the Master Agreement.

9.  METERING

The provisions of Appendix F4 shall have effect.

10.  JOINT SYSTEM INCIDENTS

Each Party confirms to the other that its Senior Management 
Representatives whose names have been nominated and notified to 
the other pursuant to OC9 are fully authorised to make binding 
decisions on its behalf for the purposes of OC9.

11.  TERM

Subject to the provisions for earlier termination set out herein 
and in Clause 17 of the Master Agreement, this Supplemental 
Agreement shall continue until the User's Equipment is 
Disconnected from the Distribution System in accordance with 
Clause 13 or 15 hereof.

12.  EMERGENCY DEENERGISATION

12.1  Emergence Deenergisation requested by NGC:

If, in the reasonable opinion of NGC, the condition or manner of 
operation of the NGC Transmission System or the User's System 
poses an immediate threat of injury or material damage to any 
person or to the Total System or to any User's System or to the 
NGC Transmission System, NGC shall have the right to request the 
owner of the Distribution System to which the User is connected 
to Deenergise the User's Equipment if it is necessary or 
expedient to do so to avoid the occurrence of such injury or 
damage.

12.2	Emergency Deenergisation by a User

If, in the reasonable opinion of the User, the condition or 
manner of operation of the NGC Transmission System, the Total 
System or any other User's System, poses an immediate threat of 
injury or material damage to any person or to the User's System 
the User shall have the right to Deenergise the User's Equipment 
if it is necessary or expedient to do so to avoid the occurrence 
of such injury or damage.

12.3  Reenergisation:

The User's Equipment at the Connection Site shall be Re-Energised 
as quickly as practicable after the circumstances leading to any 
Deenergisation under this Clause 12 have ceased to exist.

13.  DEENERGISATION AND DISCONNECTION

13.1  Breach by the User

If the User shall be in breach of any of the provisions of this 
Supplemental Agreement or of the provisions of the Master 
Agreement enforcing the provisions of the Grid Code (but subject 
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and 
such breach causes or can reasonably be expected to cause a 
material adverse effect on the business or condition of NGC or 
other Users or the NGC Transmission System or Users Systems then 
NGC may:-

(i)  where the breach is capable of remedy, give written notice 
to the User specifying in reasonable detail the nature of the 
breach and requiring the User within 28 days after receipt of 
such notice to remedy the breach or within any longer period 
agreed between NGC and the User, the agreement of NGC not to be 
unreasonably withheld or delayed; or

(ii)  where the breach is incapable of remedy, give written 
notice to the User specifying in reasonable detail the nature of 
the breach and the reasons why the breach is incapable of remedy 
and requiring the User within 5 Business Days after receipt of 
such notice to undertake to NGC not to repeat the breach.

13.2  Grid Code Procedures

Whenever NGC serves a notice on the User pursuant to Sub-Clause 
13.1, NGC and the User shall discuss in good faith and without 
delay the nature of the breach and each shall use all appropriate 
procedures available to it under the Grid Code (including testing 
rights and the procedures set out in the OC5 (Testing and 
Monitoring) in an attempt to establish as quickly as reasonably 
practicable a mutually acceptable way of ensuring future 
compliance by the User with the relevant provision of the Grid 
Code.

13.3  De-Energisation

13.3.1 If:-

(a)  the User fails to comply with the terms of any valid notice 
served on it by NGC in accordance with Sub-Clause 13.1(i) or is 
in breach of any undertaking given in accordance with Sub-Clause 
13.1 (ii) and such breach causes or can be reasonably expected to 
cause a material adverse effect on the business or condition of 
NGC or other Users or the NGC Transmission System or User 
Systems; or

(b)  five Business Days have elapsed since the date of any valid 
notice served on the User in accordance with Sub-Clause 13.2(ii) 
and no undertaking is given by the User in accordance with 
Sub-Clause 13.2(ii);

NGC may, provided NGC has first complied with OC5 Testing and 
Monitoring if appropriate, request the owner of the Distribution 
System to which the User is connected to De-Energise the User's 
Equipment upon the expiry of at least 48 hours prior written 
notice to the User, provided that at the time of expiry of such 
notice the breach concerned remains unremedied and that neither 
Party has referred the matter to the Dispute Resolution Procedure 
set out in Clause 27 of the Master Agreement. In such event NGC 
may request the owner of the Distribution System to which the 
User is connected to De-Energise forthwith following completion 
of the Dispute Resolution Procedure and final determination of 
the dispute in NGC's favour. 

13.3.2  If the User fails to comply with the Grid Code and the 
Director makes a final order or a confirmed provisional order as 
set out in Sections 25 and 26 of the Act against the User in 
respect of such non-compliance which order the User breaches NGC 
may request the owner of the Distribution System to which the 
User is connected to De-Energise the User's Equipment upon the 
expiry of at least 48 hours prior written notice to the User 
provided that at the time of expiry of the notice the User fails 
to comply with the order.

13.4  NGC Transmission Licence

If a breach of the nature referred to in Sub-Clause 13.1 
continues to the extent that it places or seriously threatens to 
place in the immediate future NGC in breach of the NGC 
Transmission Licence, NGC may request the owner of the 
Distribution System to which the User is connected to De-Energise 
the User's Equipment upon the expiry of at least 12 hours prior 
written notice to the User, provided that at the time of expiry 
of such notice the breach concerned remains unremedied.

13.5  Re-Energisation Disputes

If, following any De-Energisation pursuant to this Clause 13, the 
User applies to NGC for NGC to issue instructions that the User's 
Equipment should be Re-Energised and is refused or is offered 
terms which the User does not accept, this shall be recognised as 
a dispute over the terms for connection and use of system which 
the User may refer to the Director for determination under the 
NGC Transmission Licence. If the User accepts any terms offered 
by NGC or settled by the Director pursuant to any such reference, 
NGC shall request the owner of the Distribution System to which 
the User is connected to Re-Energise the User's Equipment 
forthwith after any request from the User for NGC to do so.

13.6  Event of Default

If the breach which led to any De-Energisation pursuant to this 
Clause 13 remains unremedied at the expiry of at least 6 months 
after the date of such De-Energisation, NGC may declare by notice 
in writing to the User that such breach has become an event of 
default provided that: -

(a)  all disputes arising out of the subject-matter to this 
Clause 13 which are referred to the Dispute Resolution Procedure 
have then been finally determined in favour of NGC; and

(b)  any reference to the Director pursuant to sub-clause 13.5 
has then been finally determined in favour of NGC or any terms 
settled by the Director pursuant to such application have not 
been accepted by the User.

13.7  Disconnection

Once NGC has given a valid notice of an event of default pursuant 
to Sub-Clause 13.6 NGC may give 
notice of termination to that User whereupon this Supplemental 
Agreement shall terminate and:

(i)  NGC shall request the owner of the Distribution System to 
which the User is connected to Disconnect all the User's 
Equipment at the site of connection; and

(ii)  that User shall be obliged to pay to NGC forthwith the Use 
of System Charges due hereunder up to the end of the Financial 
Year in which Termination occurs.

14.  NOTICE TO DECOMMISSION OR DISCONNECT

Without prejudice to Sub-Clause 12.2 the User shall give to NGC 
not less than 6 months written notice of any intention of the 
User either to Decommission the User's Equipment or to Disconnect 
the User's Equipment.

15.  DISCONNECTION

If notice to Disconnect is given by the User under Clause 14 the 
User may upon expiry of the period specified in such notice and 
not before Disconnect the User's Equipment.  At the expiry of 
such period this Supplemental Agreement shall terminate. The User 
shall pay to NGC all Use of System Charges due hereunder up to 
the end of the Financial Year in which termination occurs within 
28 days after termination of this Agreement.

16.  DECOMMISSIONING

If notice to Decommission is given by the User under Clause 14 
the User may upon expiry of the period specified in such notice 
and not before, Decommission the Users Equipment. This 
Supplemental Agreement shall not terminate and:-

(i)  until the end of the Financial Year in which the 
Decommissioning takes place all Use of System Charges payable by 
the User under this Supplemental Agreement shall continue to be 
payable in full.

(ii)  following the end of the Financial Year in which the 
Decommissioning takes place the Use of System Charges payable by 
the User under this Supplemental Agreement shall no longer be 
payable by the User If and when the User wishes to recommission 
it shall give NGC not less than 3 months written notice unless a 
shorter period is agreed between NGC and the User.

17.  MASTER AGREEMENT

The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the 
Master Agreement shall apply to this Supplemental Agreement as if 
set out in full herein.

18.  VARIATIONS

No variation to this Supplemental Agreement shall be effective 
unless made in writing and signed by or on behalf of both NGC and 
the User. NGC and the User shall effect any amendment required to 
be made to this Supplemental Agreement by the Director as a 
result of a change in the Transmission Licence or an order or 
directions made pursuant to the Act or a Licence or as a result 
of settling any of the terms hereof and the User hereby 
authorises and instructs NGC to make any such amendment on its 
behalf and undertakes not to, withdraw, qualify or revoke such 
authority or instruction at any time.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first above 
written

THE NATIONAL GRID COMPANY PLC	)
By	)


[the USER]						)
By						)


APPENDIX A

SITE OF CONNECTION

COMPANY

SITE OF CONNECTION :

OWNER/OPERATOR OF DISTRIBUTION SYSTEM:

TYPE:

APPENDIX B
(NOT USED)

APPENDIX C

ZONE/REGISTERED CAPACITY/ PEAK HALF-HOURS/ESTIMATED DEMAND

COMPANY :

GRID SUPPLY POINT/
CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING
EQUIPMENT MEASURING STATION DEMAND:

ZONE:

a. GENERATION:

	SET	TYPE/FUEL	REGISTERED		CAPACITY MW

b.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
Demand related Use of System charges shall be calculated by 
reference to the Demand attributable to the User at the Grid 
Supply Point identified above in relation to the 3 half-hours of 
peak Demand (Active Power) occurring on the 3 days of peak Demand 
(Active Power) which occur in the period from 1st November 1990 
to 28th February 1991 and are at least 10 days apart.

c.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
generation related Use of System Charges shall be calculated by 
reference to the highest Registered Capacity during such 
Financial Year and the Energy produced.

d.  ESTIMATED DEMAND for the period between I April 1990 and 31st 
March 1991 and thereafter as notified in accordance with the 
Charging Rules.

_________________ MW

APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT

COMPANY :

LOCATION :

	1)	TYPE OF CHARGE:	 SYSTEM SERVICE



Demand related

Pounds in respect of the period from 1st April 
1990 to 31st March 1991 payable in 12 equal monthly instalments 
subject to adjustment in accordance with the Charging Rules.  
Note: based upon a charge of    pounds per KW and KW of Estimated 
Demand as set out in Appendix C.


2)	TYPE OF CHARGE:	INFRASTRUCTURE

A.  Demand related

 Pounds in respect of the period from 1st April 
1990 to 31st March 1991 payable in 12 equal monthly instalments 
subject to adjustment in accordance with the Charging Rules.  
Note: based upon a charge of   pounds per KW and    KW of Estimated 
Demand as set out
in Appendix C.

B.  Capacity Related
   Pounds in respect of the period from 1st April 1990 to 31st March 
1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the 	Charging Rules based upon a 
charge of     pounds per KW Registered Capacity and .... KW being the 
Registered Capacity as set out in Appendix C.

C.  Energy Related
     pounds per KWh in respect of each KWh of Energy entering the Total 
System in the period from 31st March 1990 to 31st March 1991 
payable as described in Clause 14 of the Master Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.


APPENDIX E
CHARGING RULES

1.  Use of System Charges - General and Data Requirements

1.1  NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by embedded 
Generating Units which is to be paid for otherwise than pursuant 
to the Pooling and Settlement Agreement.

1.2  Data Requirements

1.2.1  On or before 31st December in each Financial Year the User 
shall supply NGC with such data as NGC may from time to time 
reasonably request to enable NGC to calculate the Connection 
Charges and/or Use of System Charges due from the User to NGC in 
respect of the Connection Site including the data specified in 
Appendix C.

1.2.2  On or before 31st December in each Financial Year,

(i)  Users who are Public Electricity Suppliers shall supply to 
NGC a forecast for the following Financial Year of the 
following:-

(a)  the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to such 
Grid Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this Appendix 
E; and

(b)  the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES Supply 
Business Demand under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number of 
peak half-hours as notified by NGC to the User under paragraph 
2.1 of this Appendix E.

(ii)  Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to each 
Grid Supply Point equal to the average of the forecasts of STS 
Demand attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

(iii)  Users who are Generators shall supply to NGC a forecast 
for the following Financial Year of the Station Demand (Active 
Power) under Annual Average Cold Spell (ACS) Conditions 
attributable to each Grid Supply Point equal to the average of 
the forecasts of such Station Demand (Active Power) attributable 
to such Grid Supply Point for each of a number of peak half-hours 
as notified by NGC to the User under paragraph 2.1 of this 
Appendix E.

1.3  Annual Adjustment

1.3.1  NGC's Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each of a 
number of peak half hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

1.3.2  On or before 1st March each Financial Year NGC shall:-

(i)  determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User at 
each Grid Supply Point for each of the Number of Peak Half Hours 
applicable during such Financial Year; and 

(ii)  shall compare the User's highest Registered Capacity during 
such year with the Registered Capacity used when estimating the 
charges due during such Financial Year;

1.3.3  NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 1.3.2 the 
amount of Demand related or Capacity related Use of System 
Charges (as the case may be) that would have been payable by the 
User under this Supplemental Agreement during each month during 
that Financial Year if they had been calculated on the basis of 
that of the actual position (the "Actual Amount"). NGC shall then 
compare the Actual Amount with the amount of Demand related or 
Capacity related Use of System Charges (as the case may be) paid 
during each month during that Financial Year by the User under 
this Supplemental Agreement (the "Notional Amount").

1.3.4  NGC shall then prepare a reconciliation statement and send 
it to the User. Such statement shall specify the Actual Amount 
and the Notional Amount for each month during the relevant 
Financial Year and, in reasonable detail, the information from 
which such amounts were derived and the way in which they were 
calculated.

1.3.5  Together with the reconciliation statement NGC shall send 
the User an invoice in relation to any sums shown by the 
reconciliation statement to be due to NGC and interest thereon 
calculated pursuant to paragraph 1.3.6 below. Forthwith following 
receipt of any reconciliation statement the User shall send to 
NGC an invoice in relation to any sum shown by the reconciliation 
statement to be due to the User and interest thereon calculated 
pursuant to paragraph 1.3.6 below. Such invoices shall be payable 
on or before 31st March in such Financial Year.

1.3.6  In respect of each month during that Financial Year: -

(a)  the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which the 
Actual Amount exceeds the Notional Amount; and

(b)	NGC shall, following receipt of an appropriate invoice, 
repay to the User an amount equal to the amount (if any) by which 
the Notional Amount exceeds the Actual Amount.

Interest shall be payable by the paying Party to the other on 
such amounts from the Payment Date applicable to the month 
concerned until the date of actual payment of such amounts (which 
shall not be later than 31st March in such Financial Year). Such 
interest shall be calculated on a daily basis at the rate equal 
to the base rate of Barclays Bank PLC for the time being and from 
time to time during such period.

2.  Revision of Charges

2.1  To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or the 
basis of their calculation including issuing revisions to 
Appendices B, C and D hereto. On or before 31st October in each 
Financial Year NGC shall notify the User of the intended basis of 
calculation to be used by NGC in the following Financial Year 
(including the number and timing of peak half-hours if any to be 
used when calculating Demand related infrastructure charges) and 
shall consult with the User concerning the same. On or before 
30th November in each Financial Year NGC shall confirm to the 
User the basis of calculation to be used in the following 
Financial Year. NGC shall give the User not less than 2 months 
prior written notice of any revised charges, including revisions 
to Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may be at 
any time). The User shall pay any such revised charges and 
Appendix B, C and/or D as appropriate shall be amended 
automatically (and a copy sent to the User) to reflect any 
changes to such Appendices with effect from the date specified in 
such notice.

2.2 The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991. As a result, NGC shall have the right to vary the 
asset allocation reflected in Appendix A upon giving not less 
than 2 months prior written notice to the User provided that:

(a)  NGC has first consulted the User in advance in good faith, 
including informing the User of the nature of the reallocation 
insofar as it materially affects the Connection Site and 
indicating the likely implications for the User of such 
reallocation; and

(b)  the principles of asset allocation are those set out in the 
statements required by Condition 10(2)D of the Transmission 
Licence, the form of which has been approved by the Director.

Such asset reallocation shall be effective from 1st April 1991 
and the provisions of Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
reallocation with effect from such date.

2.3  Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the NGC 
Transmission System means that NGC needs to vary the Connection 
Charges payable by the User in relation to the Connection Site 
NGC shall have the right to vary such charges accordingly upon 
giving to the User not less than 2 months prior written notice. 
Such notice shall be deemed to be a revised Connection Offer and 
before any such variation become effective the provisions of 
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following 
any such variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to reflect 
such variation with effect from the date such variation comes 
into effect.

3.  RepIacement of NGC Assets

3.1  Appendix A specifies the age of each of the NGC Assets at 
the Connection Site at the date of this Supplemental Agreement. 
NGC Connection Charges and Use of System Charges are calculated 
on the assumption that NGC Assets will not require replacement 
until the expiry of the Replacement Period applicable to each NGC 
Asset concerned. Such Replacement Periods have been agreed 
between NGC and the User. For the avoidance of doubt, they have 
been prepared for accounting purposes and carry no implication 
that they represent the actual useful lives of such assets.

3.2  Where in NGC's reasonable opinion an NGC Asset requires 
replacement before the expiry of its Replacement Period NGC 
shall, with the prior written approval of the User (except where 
in NGC's reasonable opinion such replacement is necessary, in 
which case such approval shall not be required but in such case 
the User shall have the right to give notice to Disconnect) have 
the right to replace the NGC Asset at no additional cost to the 
User until expiry of its original Replacement Period. Upon the 
expiry of such original Replacement Period NGC shall be entitled 
to vary the Connection Charges in respect of the replaced NGC 
Asset so that they are calculated on the basis of the then 
current Net Asset Value of such NGC Assets. NGC shall give the 
User not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective. The User shall pay such varied 
charges and Appendices A and B shall be amended automatically 
(and a copy sent to the User) to reflect such revised charges 
with effect from the date specified in such notice.

3.3  Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC Asset if requested to do so by the 
User or if in NGC's reasonable opinion it is necessary to do so 
to enable NGC to comply with its Licence obligations. Unless so 
replaced, NGC shall keep the NGC Asset in service. In the event 
that it is left in service the User shall pay Connection Charges 
in respect of such NGC Asset calculated by reference to Net Asset 
Value derived from a revaluation of the asset by NGC (which in 
the reasonable opinion of NGC, taking into account the 
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy of the asset plus 
capitalised renovation or refurbishment costs). Upon any such 
replacement NGC shall be entitled to vary the Connection Charges 
in respect of the replaced NGC Asset so that they are calculated 
on the basis of the then current Net Asset Value of such NGC 
Asset. NGC shall give the User not less than 2 months prior 
written notice of such varied charges which notice shall specify 
the date upon which such increase becomes effective. The User 
shall pay such varied charges and Appendices B and D shall be 
amended automatically (and a copy sent to the User) to reflect 
such revised charges with effect from the date notified to the 
User by NGC.

4.  Termination Amounts

4.1  Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the Connection Charges and Use 
of System Charges for which the User is liable in full. Where the 
User has a Connection Site the User shall at the end of such 
Financial Year pay to NGC a sum equal to the following:-

(i) the then current Net Asset Value of the NGC Assets at the 
Connection Site in question; and

(ii)  a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2  Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses the NGC Assets at the same or 
another Connection Site and renders and receives a Connection 
Charge therefor NGC shall pay to the User the Net Asset Value 
component of the Termination Amount less reasonable maintenance 
and storage costs. NGC shall use its reasonable endeavours to 
re-use such NGC Assets where it is economic to do so. Upon 
request and at the cost of the User, NGC shall issue a 
certificate no more frequently than once each calendar year 
indicating whether or not such NGC Assets have or have not been 
so re-used.

5.  Variation of Charges by NGC during the Financial Year

If NGC is notified of a reduced Demand forecast by a PES or STS 
from the forecast submitted under paragraph 1.2 of this Appendix 
and is also notified of a corresponding increase in such a Demand 
forecast by another PES or STS NGC shall vary the Use of System 
charges due from the User notifying the reduction such that the 
charges payable reflect the revised forecast within 30 days of 
receipt of the 2 notices. NGC shall vary or commence charging as 
the case may be the Use of System charges due from the User 
notifying the increase with effect from the date that the 
increase becomes effective. Save where NGC receives 2 
corresponding notifications there shall unless NGC decides 
otherwise be no variation of charges downwards during the 
Financial Year to cover this eventuality and reconciliation shall 
be effected pursuant to paragraph 1.3 of this Appendix.

6.  Deductions

In respect of any NGC Engineering Charges which have been paid by 
the User in connection with a Connection Application or under 
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall 
reduce the amount of Connection Charges payable by the User in 
relation to the respective Connection Site on 1st April in each 
of the first 3 years of the payment of such Connection Charges by 
an amount equal on each occasion to one third of such NGC 
Engineering Charges.


APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS

Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start from Standstill
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]

APPENDIX F2

(NOT USED)


APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS

Special Automatic Facilities

(a)  NGC Transmission System to Generating Unit Intertripping 
schemes.
(b)  NGC Transmission System to Demand Intertripping schemes.
(c)  NGC Transmission System to Directly Connected Customers 
Intertripping Schemes
(d)  Auto open/close schemes.
(e)  System splitting or islanding schemes which impact on the 
Users system or plant.

APPENDIX F4

SITE SPECIFIC TECHNICAL CONDITIONS

Metering

1.1  Operator

Where the Connection Site is a Grid Supply Point, and the User is 
or will be Registrant in relation to the Energy Metering 
Equipment required by the Pooling and Settlement Agreement at the 
Grid Supply Point and/or at the bulk supply point(s) which are 
related to that Grid Supply Point, NGC shall install and be the 
Operator of all such Energy Metering Equipment from the Transfer 
Date until the FMS Date and thereafter:-

1.1.1  NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than 12 months' notice in writing; 
and

1.1.2  the User may remove NGC as Operator upon giving no less 
than 12 months' notice in writing. 

Provided that where the User agrees to become owner of any such 
Energy Metering Equipment NGC may resign as Operator upon such 
transfer of ownership and shall agree such terms as shall be 
reasonably necessary to enable the User to perform its 
obligations as Operator of such Energy Metering Equipment.

1.2  Charges

NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for under 
this Supplemental Agreement as part of such charges. Where NGC 
acts as Operator of any other Energy Metering System owned by NGC 
for which the User is Registrant NGC shall charge and the User 
shall pay such amount which is reasonable in all the 
circumstances.

1.3  Interference

The User shall ensure that its employees, agents and invitees 
will not interfere with any Energy Metering Equipment in respect 
of which NGC is Operator or the connections to such Energy 
Metering Equipment, without the prior written consent of NGC 
(except to the extent that emergency action has to be taken to 
protect the health and safety of persons or to prevent serious 
damage to property proximate to the Energy Metering Equipment or 
to the extent that such action is authorised under the Master 
Agreement or any other agreement between NGC and the User).

1.4  Pulse data

The User shall have the right to collect and record pulses from 
the meters comprised in the Energy Metering System(s) at the 
Connection Site. NGC shall give the User access in accordance 
with the Interface Agreement to collect and record such pulses 
and to install and maintain such lines and equipment as maybe 
reasonably necessary therefor.








EXHIBIT 4

                                   DATED         19

                          THE NATIONAL GRID COMPANY PLC	( 1 )

                                        and

                                         1

                               [                  ]			(2)

                         _____________________________________

                             SUPPLEMENTAL AGREEMENT TYPE 4
                         ______________________________________
 
                    (for Generators with Embedded Generating Plant or
                     with Embedded Small Independent Generating Plant
                  and who are acting in that capacity and who are passing
                        power on to a Distribution System through a
                 connection with a Distribution System which has not been
                          Commissioned at the Transfer Date)


                                       CONTENTS

Clause			Title

1			Definitions, Interpretation, Construction
2			Approval to become Operational
3			The Site of connection to the Distribution System
4			Use of System Charges
5			Charging Rules
6			Ancillary Services
7			(Clause deleted)
8			Other Site Specific Technical Conditions
9			Metering
10			Joint System Incidents
11			Term
12			Emergency Deenergisation
13			Deenergisation and Disconnection
14			Notice to Decommission or Disconnect
15			Disconnection
16			Decommissioning
17			Master Agreement
18			Variations
Appendix A		Connection Site
Appendix B
Appendix C		Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D		Use of System Charges/Payment
Appendix E		Charging Rules
Appendix F1		Site Specific Technical Conditions - Ancillary Services
Appendix F2		(Not used)
Appendix F3		Site Specific Technical Conditions - Special Automatic Facilities
Appendix F4		Site Specific Technical Conditions - Other
Appendix F5		Site Specific Technical Conditions - Metering


THIS SUPPLEMENTAL AGREEMENT is made the     day of     19

BETWEEN

(1) THE NATIONAL GRID COMPANY PLC a company registered in England 
with number 2366977 whose registered office is at National Grid 
House, Sumner Street, London SE 1 9JU ("NGC", which expression 
shall include its successors and/or permitted assigns); and

(2) [ ] a company registered in [ ] with number [ ] whose 
registered office is at [ ] (the "User"; which expression shall 
include its successors and/or permitted assigns)

WHEREAS

(A) NGC and the User are parties to Master Connection and Use of 
System Agreement dated [ ] ("Master Agreement").

(B) This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being governed 
by them.

NOW IT IS HEREBY AGREED as follows: -

1.  DEFINITIONS, INTERPRETATION AND CONSTRUCTION

1.1  General
Unless the subject matter or context otherwise requires or is 
inconsistent therewith terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement.

2.  APPROVAL TO BECOME OPERATIONAL

Not later than [    ] or by such other times as may be agreed 
between the Parties each Party shall submit to the other:

(i)  data within its possession needed to enable the completion 
of Appendix F3

(ii)  evidence reasonably satisfactory to NGC that the Users 
Equipment complies or will on Completion comply with the 
provisions of Clauses 6, 8 and 9.

2.2  Not later than [ ] or by such other time as may be agreed 
between the Parties each Party shall submit to the other: -

(i)  information to enable preparation of Site Responsibility 
Schedules complying with the provisions of Appendix 1 ] to the 
Connection Conditions together with a list of managers who have 
been duly authorised by the User to sign such Site Responsibility 
Schedules on the User's behalf;

(ii)  a list of Safety Coordinators pursuant to Operating Code 8 
and a list of telephone numbers for Joint System Incidents at 
which senior management representatives nominated for the purpose 
can be contacted; and

(iii)  a list of telephone numbers for the facsimile machines 
referred to in CC 6.5.8.

2.3  Not later than [   ] or by such other time as may be agreed 
between the Parties the User shall submit to NGC a statement of 
readiness to complete the Commissioning Programme, together with 
Connected Planning Code Data and a report certifying to NGC that, 
to the best of the information, knowledge and belief of the User, 
all relevant Connection Conditions applicable to the User have 
been considered and that to the best of the information, 
knowledge and belief of the User Connection Conditions CC 6 have 
been complied with. If NGC considers that it is necessary, it 
will require this report to be prepared by the Independent 
Engineer at NGC's sole cost and expense. The report shall 
incorporate if requested by NGC type test reports and test 
certificates produced by the manufacturer showing that the User's 
Equipment meets the criteria specified in CC. 6.

2.4  Upon compliance by the User with the provisions of 
Sub-Clauses 2.1, 2.2 and 2.3 NGC shall forthwith notify the User 
in writing that it has the right to become Operational.

2.5  Right to use the NGC Transmission System

Subject to the other provisions of this Agreement including the 
provisions of the Grid Code, the User may transmit supplies of 
power on to and/or take supplies of power from the NGC 
Transmission System as the case may be.

2.6  Registered Capacity

The User if a Generator shall not operate its User's Equipment 
such that any of it exceeds its Registered Capacity save as 
expressly permitted and instructed pursuant to the Grid Code or 
the Fuel Security Code or as may be necessary or expedient in 
accordance with Good Industry Practice.

2.7  Data

Data of a technical or operational nature collected recorded or 
otherwise generated pursuant to this Supplemental Agreement shall 
be deemed data lodged pursuant to the Grid Code to the extent 
that the Grid Code makes provision therefor.

2.8  Subject to the provisions of this Agreement and the Grid 
Code, NGC shall accept into the NGC Transmission System Active 
Power generated by the User up to the Maximum Export Capacity 
except to the extent (if any) that NGC is prevented from doing so 
by transmission constraints which could not be avoided by the 
exercise of Good Industry Practice by NGC.

2.9  Subject to the provisions of the Grid Code each Party shall 
be entitled to plan and execute outages of parts of its System or 
Plant or Apparatus at any time and from time to time.

3.  THE SITE OF CONNECTION TO THE DISTRIBUTION SYSTEM

The site of connection to the Distribution System to which this 
Supplemental Agreement relates is more particularly described in 
Appendix A.

4.  USE OF SYSTEM CHARGES

Subject to the provisions of Clause 5 of this Supplemental 
Agreement the User shall with effect from the Charging Date pay 
to NGC the Use of System Charges set out in Appendix D payable in 
accordance with the provisions of Appendix E.

5.  CHARGING RULES

The provisions of the Charging Rules set out in Appendix E to 
this Supplemental Agreement shall apply.





6.  ANCILLARY SERVICES

The User shall provide the Agreed Ancillary Services set out in 
Appendix Fl in accordance with the Grid Code.

7.  GRID CODE NON-COMPLIANCE

(Clause deleted)

8.  OTHER SITE SPECIFIC TECHNICAL CONDITIONS

8.1  NGC and the User shall operate respectively the NGC 
Transmission System and the User System with the special 
automatic facilities and schemes set out in Appendix F3. 

8.2  The User shall ensure that on the Completion Date the User's 
Equipment complies with the site specific technical conditions 
set out in Appendix F4.

8.3  The User shall use all reasonable endeavours to ensure 
during the period of this Supplemental Agreement that the User's 
Equipment shall continue to comply with the site specific 
technical conditions set out in Appendix F5.

8.4  If the User or NGC wishes to modify, alter or otherwise 
change the site specific technical conditions or the manner of 
their operation under Appendix F1, F2, F3, F4 or F5 this shall be 
deemed to be a Modification for the purposes of the Master 
Agreement.

9.  METERING.

The provisions of Appendix F5 shall have effect.

10.  JOINT SYSTEM INCIDENTS

Each Party confirms to the other that its Senior Management 
Representatives whose names have been nominated and notified to 
the other pursuant to OC9 are fully authorised to make binding 
decisions on its behalf for the purposes of OC9.

11.  TERM

Subject to the provisions for earlier termination set out herein 
and in Clause 17 of the Master Agreement, this Supplemental 
Agreement shall continue until the User's Equipment is 
Disconnected from the PES Distribution System in accordance with 
Clause 13 or 15 hereof.

12.  EMERGENCY DEENERGISATION

12.1  Emergency Deenergisation requested by NGC:

If, in the reasonable opinion of NGC, the condition or manner of 
operation of the NGC Transmission System or the User's System 
poses an immediate threat of injury or material damage to any 
person or to the Total System or to any User's System or to the 
NGC Transmission System, NGC shall have the right to request the 
owner of the Distribution System to which the User is connected 
to Deenergise the User's Equipment, if it is necessary or 
expedient to do so to avoid the occurrence of such injury or 
damage.



12.2  Emergency Deenergisation by a User:

If, in the reasonable opinion of the User, the condition or 
manner of operation of the NGC Transmission System, the Total 
System or any other User's System, poses an immediate threat of 
injury or material damage to any person or to the User's System 
the User shall have the right to Deenergise the User's Equipment, 
if it is necessary or expedient to do so to avoid the occurrence 
of such injury or damage.

12.3  Reenergisation:  
The User's Equipment at the Connection Site shall be Re Energised 
as quickly as practicable after the circumstances leading to any 
Deenergisation under this Clause 12 have ceased to exist.

13.  DEENERGISATION AND DISCONNECTION

13.1  Breach by the User:
If the User shall be in breach of any of the provisions of this 
Supplemental Agreement or of the provisions of the Master 
Agreement enforcing the provisions of the Grid Code (but subject 
always to Sub-Clauses 9.3 and 9.4 of the Master Agreement) and 
such breach causes or can reasonably be expected to cause a 
material adverse effect on the business or condition of NGC or 
other Users or the NGC Transmission System or Users Systems then 
NGC may: -

(i)  where the breach is capable of remedy, give written notice 
to the User specifying in reasonable detail the nature of the 
breach and requiring the User within 28 days after receipt of 
such notice to remedy the breach or within any longer period 
agreed between NGC and the User, the agreement of NGC not to be 
unreasonably withheld or delayed; or

(ii)  where the breach is incapable of remedy, give written 
notice to the User specifying in reasonable detail the nature of 
the breach and the reasons why the breach is incapable of remedy 
and requiring the User within 5 Business Days after receipt of 
such notice to undertake to NGC not to repeat the breach.

13.2  Grid Code Procedures

Whenever NGC serves a notice on the User pursuant to Sub-Clause 
13.1, NGC and the User shall discuss in good faith and without 
delay the nature of the breach and each shall use all appropriate 
procedures available to it under the Grid Code (including testing 
rights and the procedures set out in OC5 Testing and Monitoring) 
in an attempt to establish as quickly as reasonably practicable a 
mutually acceptable way of ensuring future compliance by the User 
with the relevant provision of the Grid Code.

13.3  De-Energisation

13.3.1  If:-

(a)  the User fails to comply with the terms of any valid notice 
served on it by NGC in accordance with Sub Clause 13.1(i) or is 
in breach of any undertaking given in accordance with Sub-Clause 
13.1(ii) and such breach causes or can be reasonably expected to 
cause a material adverse effect on the business or condition of 
NGC or other Users or the NGC Transmission System or User 
Systems; or

(b)  five Business Days have elapsed since the date of any valid 
notice served on the User in accordance with Sub-Clause 13.2(ii) 
and no undertaking is given by the User in accordance with 
Sub-Clause 13.2(ii);

NGC may, provided NGC has if appropriate first complied with OC5 
Testing and Monitoring request the owner of the Distribution 
System to which the User is connected to De-Energise the User's 
Equipment upon the expiry of at least 48 hours prior written 
notice to the User, provided that at the time of expiry of such 
notice the breach concerned remains unremedied and that neither 
Party has referred the matter to the Dispute Resolution Procedure 
set out in Clause 27 of the Master Agreement. In such event NGC 
may request the owner of the Distribution System to which the 
User is connected to De-Energise forthwith following completion 
of the Dispute Resolution Procedure and final determination of 
the dispute in NGC's favour.

13.3.2  If the User fails to comply with the Grid Code and the 
Director makes a final order or a confirmed provisional order as 
set out in Sections 25 and 26 of the Act against the User in 
respect of such non-compliance which order the User breaches NGC 
may request to the owner of the Distribution System to which the 
User is connected to De-Energise the User's Equipment upon the 
expiry of at least 48 hours prior written notice to the User 
provided that at the time of expiry of the notice the User fails 
to comply with the notice.

13.4  NGC Transmission Licence

If a breach of the nature referred to in Sub-Clause 13.1 
continues to the extent that it places or seriously threatens to 
place in the immediate future NGC in breach of the NGC 
Transmission Licence, NGC may request the owner of the 
Distribution System to which the User is connected to De Energise 
the User's Equipment upon the expiry of at least 12 hours prior 
written notice to the User, provided that at the time of expiry 
of such notice the breach concerned remains unremedied.

13.5  Re- Energisation Disputes

If, following any De-Energisation pursuant to this Clause 13, the 
User applies to NGC for NGC to issue instructions that the User's 
Equipment should be Re-Energised and is refused or is offered 
terms which the User does not accept, this shall be recognised as 
a dispute over the terms for connection and use of system which 
the User may refer to the Director for determination under the 
NGC Transmission Licence. If the User accepts any terms offered 
by NGC or settled by the Director pursuant to any such reference, 
NGC shall request the owner of the Distribution System to which 
the User is connected to Re-Energise the User's Equipment 
forthwith after any request from the User for NGC to do so.

13.6  Event of Default

If the breach which led to any De-Energisation pursuant to this 
Clause 13 remains unremedied at the expiry of at least 6 months 
after the date of such De-Energisation, NGC may declare by notice 
in writing to the User that such breach has become an event of 
default provided that: -

(a)  all disputes arising out of the subject-matter to this 
Clause 13 which are referred to the Dispute Resolution Procedure 
have then been finally determined in favour of NGC; and

(b)  any reference to the Director pursuant to sub-clause 13.5 
has then been finally determined in favour of NGC or any terms 
settled by the Director pursuant to such application have not 
been accepted by the User.

13.7  Disconnection

Once NGC has given a valid notice of an event of default pursuant 
to Sub-Clause 13.6 NGC may give notice of termination to that 
User whereupon this Supplemental Agreement shall terminate and:

(i)  NGC shall request the owner of the Distribution System to 
which the User is connected to Disconnect all the User's 
Equipment at the Connection Site; and

(ii)  that User shall be obliged to pay to NGC forthwith the Use 
of System Charges due hereunder up to the end of the Financial 
Year in which Termination occurs.


14.  NOTICE TO DECOMMISSION OR DISCONNECT

Without prejudice to Sub-Clause 12.2 the User shall give to NGC 
not less than 6 months written notice of any intention of the 
User either to Decommission the User's Equipment or to Disconnect 
the User's Equipment.

15.  DISCONNECTION

If notice to Disconnect is given by the User under Clause 14 the 
User may upon expiry of the period specified in such notice and 
not before Decommission the User's Equipment.   At the expiry of 
such period this Supplemental Agreement shall terminate.  The 
User shall pay to NGC all Use of System Charges due hereunder up 
to the end of the Financial Year in which termination occurs 
within 28 days after termination of this Agreement.

16.  DECOMMISSIONING

If notice to Decommission is given by the User under Clause 14 
the User may upon expiry of the period specified in such notice 
and not before, Decommission the User's Equipment. This 
Supplemental Agreement shall not terminate and: -

(i)  until the end of the Financial Year in which the 
Decommissioning takes place all Use of System Charges payable by 
the User under this Supplemental Agreement shall continue to be 
payable in full;

(ii)  following the end of the Financial Year in which the 
Decommissioning takes place the Use of System Charges payable by 
the User under this Supplemental Agreement shall no longer be 
payable by the User.

If and when the User wishes to recommission it shall give NGC not 
less than 3 months written notice unless a shorter period is 
agreed between NGC and the User.

17.  MASTER AGREEMENT

The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the 
Master Agreement shall apply to this Supplemental Agreement as if 
set out in full herein.

18.  VARIATIONS

No variation to this Supplemental Agreement shall be effective 
unless made in writing and signed by or on behalf of both NGC and 
the User. NGC and the User shall effect any amendment required to 
be made to this Supplemental Agreement by the Director as a 
result of a change in the Transmission Licence or an order or 
directions made pursuant to the Act or a Licence or as a result 
of setting any of the terms hereof and the User hereby authorises 
and instructs NGC to make any such amendment on its behalf and 
undertakes not to, withdraw, qualify or revoke such authority or 
instruction at any time.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first above 
written

THE NATIONAL GRID COMPANY PLC	)
By	)

[the USER]						)
By						)

APPENDIX A

SITE OF CONNECTION

COMPANY:

SITE OF CONNECTION:

OWNER/OPERATOR OF DISTRIBUTION SYSTEM:

TYPE:


APPENDIX B
(NOT USED)

APPENDIX C

ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND

COMPANY:

GRID SUPPLY POINT/
CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING EQUIPMENT MEASURING 
STATION DEMAND:

ZONE:


a.  GENERATION:

  SET	TYPE/FUEL				REGISTERED
				CAPACITY MW

b..  In the Financial Year 1st April 1990-to 31st March 1991 
NGC's Demand related Use of System charges shall be calculated by 
reference to the Demand attributable to the User at the Grid 
Supply Point identified above in relation to the 3 half-hours of 
peak Demand (Active Power) occurring on the 3 days of peak Demand 
(Active Power) which occur in the period from 1st November 1990 
to 28th February 1991 and are at least 10 days apart.

c.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
generation related Use of System Charges shall be calculated by 
reference to the highest Registered Capacity during such 
Financial Year and the Energy produced.

d.  ESTIMATED DEMAND for the period between 1 April 1990 and 31st 
March 1991 and thereafter as notified in accordance with the 
Charging Rules.

________________MW


APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT

COMPANY :

LOCATION :

1)	TYPE OF CHARGE:	 SYSTEM SERVICE

Demand related
Pounds..........	in respect of the period from 1st April 1990 to 
31st March 1991 payable in 12 equal monthly instalments subject 
to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound	per KW and ..........KW of 
Estimated Demand as set out in Appendix C.

2)	TYPE OF CHARGE:	INFRASTRUCTURE

A. Demand related
Pound..............in respect of the period from 1st April 1990 to 
31st March 1991 payable in 12 equal monthly instalments subject 
to adjustment in accordance with the Charging Rules.
Note: based upon a charge of pound	per KW and .............KW of 
Estimated Demand as set out
	in Appendix C.

B.  Capacity Related
Pound........... in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the 	Charging Rules based upon a 
charge of pound......... per KW Registered Capacity and 
 ..............KW being the Registered Capacity as set out in 
Appendix C.

C.  	Energy Related
Pound............. per KWh in respect of each KWh of Energy entering 
the Total System in the period from 31st March 1990 to 31st March 
1991 payable as described in Clause 14 of the Master Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.


APPENDIX E
CHARGING RULES

1.  Use of System Charges - General and Data Requirements

1.1  NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by embedded 
Generating Units which is to be paid for otherwise than pursuant 
to the Pooling and Settlement Agreement.

1.2  Data Requirements

1.2.1  On or before 31st December in each Financial Year the User 
shall supply NGC with such data as NGC may from time to time 
reasonably request to enable NGC to calculate the Connection 
Charges and/or Use of System Charges due from the User to NGC in 
respect of the Connection Site including the data specified in 
Appendix C.

1.2.2  On or before 31st December in each Financial Year,

(i)  Users who are Public Electricity Suppliers shall supply to 
NGC a forecast for the following Financial Year of the following: 
-

(a)  the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to such 
Grid Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this Appendix 
E; and

(b)  the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES Supply 
Business Demand under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number of 
peak half-hours as notified by NGC to the User under paragraph 
2.1 of this Appendix E.

(ii)  Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to each 
Grid Supply Point equal to the average of the forecasts of STS 
Demand attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

(iii)  Users who are Generators shall supply to NGC a forecast 
for the following Financial Year of the Station Demand (Active 
Power) under Annual Average Cold Spell (ACS) Conditions 
attributable to each Grid Supply Point equal to the average of 
the forecasts of such Station Demand (Active Power) attributable 
to such Grid Supply Point for each of a number of peak half-hours 
as notified by NGC to the User under paragraph 2.1 of this 
Appendix E.

1.3  Annual Adjustment

1.3.1  NGC's Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each of a 
number of peak half hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

1.3.2  On or before 1st March each Financial Year NGC shall: -

(i)  determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User at 
each Grid Supply Point for each of the Number of Peak Half Hours 
applicable during such Financial Year; and

(ii)  shall compare the User's highest Registered Capacity during 
such year with the Registered Capacity used when estimating the 
charges due during such Financial Year;

1.3.3  NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 1.3.2 the 
amount of Demand related or Capacity related Use of System 
Charges (as the case may be) that would have been payable by the 
User under this Supplemental Agreement during each month during 
that Financial Year if they had been calculated on the basis of 
that of the actual position (the "Actual Amount"). NGC shall then 
compare the Actual Amount with the amount of Demand related or 
Capacity related Use of System Charges (as the case may be) paid 
during each month during that Financial Year by the User under 
this Supplemental Agreement (the "Notional Amount").

1.3.4  NGC shall then prepare a reconciliation statement and send 
it to the User. Such statement shall specify the Actual Amount 
and the Notional Amount for each month during the relevant 
Financial Year and, in reasonable detail, the information from 
which such amounts were derived and the way in which they were 
calculated.

1.3.5  Together with the reconciliation statement NGC shall send 
the User an invoice in relation to any sums shown by the 
reconciliation statement to be due to NGC and interest thereon 
calculated pursuant to paragraph 1.3.6 below. Forthwith following 
receipt of any reconciliation statement the User shall send to 
NGC an invoice in relation to any sum shown by the reconciliation 
statement to be due to the User and interest thereon calculated 
pursuant to paragraph 1.3.6 below. Such invoices shall be payable 
on or before 31st March in such Financial Year.

1.3.6  In respect of each month during that Financial Year:-

(a) the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which the 
Actual Amount exceeds the Notional Amount; and

(b) NGC shall, following receipt of an appropriate invoice, repay 
to the User an amount equal to the amount (if any) by which the 
Notional Amount exceeds the Actual Amount.  

Interest shall be payable by the paying Party to the other on 
such amounts from the Payment Date applicable to the month 
concerned until the date of actual payment of such amounts (which 
shall not be later than 31st March in such Financial Year). Such 
interest shall be calculated on a daily basis at the rate equal 
to the base rate of Barclays Bank PLC for the time being and from 
time to time during such period.

2.  Revision of Charges

2.1  To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or the 
basis of their calculation including issuing revisions to 
Appendices B, C and D hereto. On or before 31st October in each 
Financial Year NGC shall notify the User of the intended basis of 
calculation to be used by NGC in the following Financial Year 
(including the number and timing of peak half-hours if any to be 
used when calculating Demand related infrastructure charges) and 
shall consult with the User concerning the same. On or before 
30th November in each Financial Year NGC shall confirm to the 
User the basis of calculation to be used in the following 
Financial Year. NGC shall give the User not less than 2 months 
prior written notice of any revised charges, including revisions 
to Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may be at 
any time). The User shall pay any such revised charges and 
Appendix B, C and/or D as appropriate shall be amended 
automatically (and a copy sent to the User) to reflect any 
changes to such Appendices with effect from the date specified in 
such notice.

2.2  The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991. As a result, NGC shall have the right to vary the 
asset allocation reflected in Appendix A upon giving not less 
than 2 months prior written notice to the User provided that: -

(a) NGC has first consulted the User in advance in good faith, 
including informing the User of the nature of the reallocation 
insofar as it materially affects the Connection Site and 
indicating the likely implications for the User of such 
reallocation; and

(b) the principles of asset allocation are those set out in the 
statements required by Condition 10(2)D of the Transmission 
Licence, the form of which has been approved by the Director.

Such asset reallocation shall be effective from 1st April 1991 
and the provisions of Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
reallocation with effect from such date.

2.3  Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the NGC 
Transmission System means that NGC needs to vary the Connection 
Charges payable by the User in relation to the Connection Site 
NGC shall have the right to vary such charges accordingly upon 
giving to the User not less than 2 months prior written notice. 
Such notice shall be deemed to be a revised Connection Offer and 
before any such variation become effective the provisions of 
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following 
any such variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to reflect 
such variation with effect from the date such variation comes 
into effect.

3.  RepIacement of NGC Assets

3.1   Appendix A specifies the age of each of the NGC Assets at 
the Connection Site at the date of this Supplemental Agreement. 
NGC Connection Charges and Use of System Charges are calculated 
on the assumption that NGC Assets will not require replacement 
until the expiry of the Replacement Period applicable to each NGC 
Asset concerned. Such Replacement Periods have been agreed 
between NGC and the User. For the avoidance of doubt, they have 
been prepared for accounting purposes and carry no implication 
that they represent the actual useful lives of such assets.

3.2  Where in NGC's reasonable opinion an NGC Asset requires 
replacement before the expiry of its Replacement Period NGC 
shall, with the prior written approval of the User (except where 
in NGC's reasonable opinion such replacement is necessary, in 
which case such approval shall not be required but in such case 
the User shall have the right to give notice to Disconnect) have 
the right to replace the NGC Asset at no additional cost to the 
User until expiry of its original Replacement Period. Upon the 
expiry of such original Replacement Period NGC shall be entitled 
to vary the Connection Charges in respect of the replaced NGC 
Asset so that they are calculated on the basis of the then 
current Net Asset Value of such NGC Assets. NGC shall give the 
User not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective. The User shall pay such varied 
charges and Appendices A and B shall be amended automatically 
(and a copy sent to the User) to reflect such revised charges 
with effect from the date specified in such notice.

3.3  Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC Asset if requested to do so by the 
User or if in NGC's reasonable opinion it is necessary to do so 
to enable NGC to comply with its Licence obligations. Unless so 
replaced, NGC shall keep the NGC Asset in service. In the event 
that it is left in service the User shall pay Connection Charges 
in respect of such NGC Asset calculated by reference to Net Asset 
Value derived from a revaluation of the asset by NGC (which in 
the reasonable opinion of NGC, taking into account the 
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy of the asset plus 
capitalised renovation or refurbishment costs). Upon any such 
replacement NGC shall be entitled to vary the Connection Charges 
in respect of the replaced NGC Asset so that they are calculated 
on the basis of the then current Net Asset Value of such NGC 
Asset. NGC shall give the User not less than 2 months prior 
written notice of such varied charges which notice shall specify 
the date upon which such increase becomes effective. The User 
shall pay such varied charges and Appendices B and D shall be 
amended automatically (and a copy sent to the User) to reflect 
such revised charges with effect from the date notified to the 
User by NGC.

4.  Termination Amounts

4.1  Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the Connection Charges and Use 
of System Charges for which the User is liable in full. Where the 
User has a Connection Site the User shall at the end of such 
Financial Year pay to NGC a sum equal to the following:

(i)  the then current Net Asset Value of the NGC Assets at the 
Connection Site in question; and

(ii) a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2  Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses the NGC Assets at the same or 
another Connection Site and renders and receives a Connection 
Charge therefor NGC shall pay to the User the Net Asset Value 
component of the Termination Amount less reasonable maintenance 
and storage costs. NGC shall use its reasonable endeavours to 
re-use such NGC Assets where it is economic to do so. Upon 
request and at the cost of the User, NGC shall issue a 
certificate no more frequently than once each calendar year 
indicating whether or not such NGC Assets have or have not been 
so re-used.

5.  Variation of Charges by NGC during the Financial Year

If NGC is notified of a reduced Demand forecast by a PES or STS 
from the forecast submitted under paragraph 1.2 of this Appendix 
and is also notified of a corresponding increase in such a Demand 
forecast by another PES or STS NGC shall vary the Use of System 
charges due from the User notifying the reduction such that the 
charges payable reflect the revised forecast within 30 days of 
receipt of the 2 notices. NGC shall vary or commence charging as 
the case may be the Use of System charges due from the User 
notifying the increase with effect from the date that the 
increase becomes effective. Save where NGC receives 2 
corresponding notifications there shall unless NGC decides 
otherwise be no variation of charges downwards during the 
Financial Year to cover this eventuality and reconciliation shall 
be effected pursuant to paragraph 1.3 of this Appendix.

6.  Deductions

In respect of any NGC Engineering Charges which have been paid by 
the User in connection with a Connection Application or under 
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall 
reduce the amount of Connection Charges payable by the User in 
relation to the respective Connection Site on 1st April in each 
of the first 3 years of the payment of such Connection Charges by 
an amount equal on each occasion to one third of such NGC 
Engineering Charges.

APPENDIX F1
SITE SPECIFIC TECHNICAL CONDITIONS

Agreed Ancillarv Services
[Black Start Capability
Gas Turbine Unit Fast Start
Synchronous Compensation
Pumped Storage Unit Spinning-in-Air
Pumped Storage
Pumped Storage Plant Fast Start from Standstill
Demand Reduction
Adjustment to Pumped Storage Unit Pumping Programme
Hot Standby]

APPENDIX F2
(NOT USED)


APPENDIX F3
SITE SPECIFIC TECHNICAL CONDITIONS

Special Automatic Facilities

(a)  NGC Transmission System to Generating Unit Intertripping 
schemes.
(b)  NGC Transmission System to Demand Intertripping schemes.
(c)  NGC Transmission System to Directly Connected Customers 
Intertripping Schemes
(d)  Auto open/close schemes.
(e)  System splitting or islanding schemes which impact on the 
Users system or plant.

APPENDIX F4
SITE SPECIFIC TECHNICAL CONDITIONS

(1)  Control Arrangements

If the User is a Generator: The User shall install a 
continuously-acting automatic excitation control system to 
control the Generating Unit terminal voltage without instability 
over the entire operating range of the Generating Unit. System 
requirements for excitation control facilities including power 
system stabilisers are set out below.

[NGC to propose - parties to agree]

(2)  Control Telephony

The User shall provide the Control Telephony specified below.

[NGC to propose - parties to agree]

(3)  System Monitoring

The voltage and current signals for system monitoring purpose to 
be provided by the User at the sole expense of NGC are set out 
below: -
[NGC to specify: these will consist only of signals form the 
User's current transformer and voltage transformer in the manner 
and from the locations et out here]

(4)  Operational metering

The User shall provide the operation metering set out below.

[NGC to propose - parties to agree]

APPENDIX F5
SITE SPECIFIC TECHNICAL CONDITIONS

Metering

1.1  Operator

Where the Connection Site is a Grid Supply Point, and the User is 
or will be Registrant in relation to the Energy Metering 
Equipment required by the Pooling and Settlement Agreement at the 
Grid Supply Point and/or at the bulk supply point(s) which are 
related to that Grid Supply Point, NGC shall install and be the 
Operator of all such Energy Metering Equipment from the Transfer 
Date until the FMS Date and thereafter:

1.1.1  NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than 12 months' notice in writing; 
and

1.1.2  the User may remove NGC as Operator upon giving no less 
than 12 months' notice in writing.

Provided that where the User agrees to become owner of any such 
Energy Metering Equipment NGC may resign as Operator upon such 
transfer of ownership and shall agree such terms as shall be 
reasonably necessary to enable the User to perform its 
obligations as Operator of such Energy Metering Equipment.

1.2  Charges

NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for under 
this Supplemental Agreement as part of such charges. Where NGC 
acts as Operator of any other Energy Metering System owned by NGC 
for which the User is Registrant NGC shall charge and the User 
shall pay such amount which is reasonable in all the 
circumstances.

1.3  Interference

The User shall ensure that its employees, agents and invitees 
will not interfere with any Energy Metering Equipment in respect 
of which NGC is Operator or the connections to such Energy 
Metering Equipment, without the prior written consent of NGC 
(except to the extent that emergency action has to be taken to 
protect the health and safety of persons or to prevent serious 
damage to property proximate to the Energy Metering Equipment or 
to the extent that such action is authorised under the Master 
Agreement or any other agreement between NGC and the User).

1.4  Pulse data

The User shall have the right to collect and record pulses from 
the meters comprised in the Energy Metering System(s) at the 
Connection Site. NGC shall give the User access in accordance 
with the Interface Agreement to collect and record such pulses 
and to install and maintain such lines and equipment as maybe 
reasonably necessary therefor.








EXHIBIT 5

                               DATED        19

                      THE NATIONAL GRID COMPANY PLC	(1)

                                    and

                                 [    ]	(2)


                         SUPPLEMENTAL AGREEMENT TYPE 5

                 (for Second Tier Suppliers acting in that capacity
                  taking Energy through any Grid Supply Point and
                  through a Distribution System owned or operated
                             by any other person)

                                 CONTENTS


Clause		Title

1		Definitions, Interpretation, Construction
2		Right to use the NGC Transmission System
3		User's Customers
4		Use of System Charges
5		Charging Rules
6		Metering
7		Term
8		Deenergisation and Disconnection
9		Notice to Terminate
10		Master Agreement
11		Variations
Appendix A	User's Customers
Appendix B
Appendix C	Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D	Use of System Charges/Payment
Appendix E	Charging Rules
Appendix F1	Site Specific Technical Conditions - Metering


THIS SUPPLEMENTAL AGREEMENT is made the     day of        19
BETWEEN

(1)  THE NATIONAL GRID COMPANY PLC a company registered in 
England with number 2366977 whose registered office is at 
National Grid House, Sumner Street, London SE1 9JU ("NGC", which 
expression shall include its successors and/or permitted 
assigns); and

(2)  [              ] a company registered in [     ] with number 
[     ] whose registered office is at [    ] (the "User", which 
expression shall include its successors and/or permitted assigns)

WHEREAS

(A)  NGC and the User are parties to a Master Connection and Use 
of System Agreement dated [ ] (~ Master Agreement.).

(B)  This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being governed 
by them.

NOW IT IS HEREBY AGREED as follows: -

1.  DEFINITIONS. INTERPRETATION AND CONSTRUCTION

1.1  General

Unless the subject matter or context otherwise requires or is 
inconsistent therewith terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement.

2.  RIGHT TO USE THE NGC TRANSMISSION SYSTEM

2.1  Subject to the other provisions of this Agreement including 
the provisions of the Grid Code, the User may take supplies of 
power from the NGC Transmission System.

2.2  Data of a technical or operational nature collected recorded 
or otherwise generated pursuant to this Supplemental Agreement 
shall be deemed data lodged pursuant to the Grid Code to the 
extent that the Grid Code makes provision therefor.

2.3  Subject to the provisions of this Agreement and the Grid 
Code, NGC shall transport a supply of power through the NGC 
Transmission System to the level forecast by the User from time 
to time pursuant to Appendices E and C hereof together with such 
margin as NGC shall in its reasonable opinion consider necessary 
having due regard to NGC's duties under its Transmission Licence 
except to the extent (if any) that NGC is prevented from doing so 
by transmission constraints or by insufficiency of generation 
which, in either case, could not have been avoided by the 
exercise of Good Industry Practice by NGC.

2.4  Subject to the provisions of the Grid Code NGC shall be 
entitled to plan and execute outages of parts of the NGC 
Transmission System or Plant or Apparatus at any time and from 
time to time.

3.  USER'S CUSTOMERS

3.1  The User shall give written notice to NGC of the following 
details of all exit points from time to time in existence between 
any Distribution System and the User's Customer: -

(i)  the electrical location and nomenclature of the Energy 
Metering Equipment installed in relation to each such Customer,

(ii)  the identity of the operator of the Distribution System to 
which such Customers are connected;

(iii)  the Grid Supply Point meeting the Demand (Active Power) of 
each such Customer;

(iv)  the loss factors applying to the Energy Metering Equipment 
installed in relation to each such Customer, save where the 
User's Customer is connected to a Distribution System owned by a 
PES in which case the PES's published statement of loss factors 
shall apply.  Such written notice shall be given to NGC no later 
than 28 days prior to the commencement or cessation of use of any 
such exit point. If the Grid Supply Point referred to in (iii) 
changes the User shall notify NGC forthwith after being notified 
of such change by the PES in question. The information submitted 
by the User from time to time shall be recorded in Appendix A 
which shall be deemed automatically amended to reflect the 
current position from time to time. If NGC's basis of charging 
changes pursuant to Appendix E paragraph 2.1 at any time NGC 
shall be entitled to ask for other information it reasonably 
requires for charging purposes under this Clause 3.

4.  USE OF SYSTEM CHARGES

With effect from the commencement of this Supplemental Agreement 
the User shall pay to NGC the Use of System Charges set out in 
Appendix D payable in accordance with the provisions of Appendix 
E.

5.  CHARGING RULES

The provisions of the Charging Rules set out in Appendix E to 
this Supplemental Agreement shall apply.

6.  METERING

The provisions of Appendix F1 shall have effect.

7.  TERM

Subject to the provisions for earlier termination set out herein 
and in Clause 17 of the Master Agreement, this Supplemental 
Agreement shall continue until the User ceases to use the NGC 
Transmission System.

8.  DEENERGISATION AND DISCONNECTION OF THE USER'S CUSTOMERS

8.1  Breach by the User:

If the User shall be in breach of the provisions of this 
Supplemental Agreement and such breach causes or can reasonably 
be expected to cause a material adverse effect on the business or 
condition of NGC or other Users or the NGC Transmission System or 
Users Systems then NGC may: -

(i)  where the breach is capable of remedy, give written notice 
to the User specifying in reasonable detail the nature of the 
breach and requiring the User within 28 days after receipt of 
such notice to remedy the breach or within any longer period 
agreed between NGC and the User, the agreement of NGC not to be 
unreasonably withheld or delayed; or

(ii)  where the breach is incapable of remedy, give written 
notice to the User specifying in reasonable detail the nature of 
the breach and the reasons why the breach is incapable of remedy 
and requiring the User within 5 Business Days after receipt of 
such notice to undertake to NGC not to repeat the breach.

8.2  De-Energisation

If: -

(a)  the User fails to comply with the terms of any valid notice 
served on it by NGC in accordance with Sub-Clause 8.1(i) or is in 
breach of any undertaking given in accordance with Sub-Clause 
8.1(ii) and such breach causes or can be reasonably expected to 
cause a material adverse effect on the business or condition of 
NGC or other Users or the NGC Transmission System or Users 
Systems; or

(b)  five Business Days have elapsed since the date of any valid 
notice served on the User in accordance with Sub-Clause 8.2(ii) 
and no undertaking is given by the User in accordance with 
Sub-Clause 8.2(ii);

NGC may request the owner of the Distribution System to which the 
User's Customers are connected to De-Energise such User's 
customers upon the expiry of at least 48 hours prior written 
notice to the User provided that at the time of expiry of such 
notice the breach concerned remains unremedied and that neither 
the User nor NGC has referred the matter to the Dispute 
Resolution Procedure. In such event NGC may request the owner of 
the Distribution System to which the User's Customers are 
connected to De-Energise such User's Customers forthwith 
following completion of the Dispute Resolution Procedure and 
final determination of the dispute in NGCs favour.

8.3  NGC Transmission Licence

If a breach of the nature referred to in Sub-Clause 8.1 continues 
to the extent that it places or seriously threatens to place in 
the immediate future NGC in breach of the NGC Transmission 
Licence, NGC may request the owner of the Distribution System to 
which the User's Customers are connected to De-Energise such 
User's Customers upon the expiry of at least 12 hours prior 
written notice to the User, provided that at the time of expiry 
of such notice the breach concerned remains unremedied.

8.4  Re-Energisation Disputes

If, following any De-Energisation pursuant to this Clause 8, a 
User applies to NGC for NGC to issue instructions that the User's 
Customers be Re-Energised and is refused or is offered terms 
which the User does not accept, this shall be recognised as a 
dispute over the terms for use of system which the User may refer 
to the Director for determination under the NGC Transmission 
Licence. If the User accepts any terms offered by NGC or settled 
by the Director pursuant to any such reference, NGC shall request 
the owner of the Distribution System to which the User's 
Customers are connected to Re-Energise the User's Customers 
forthwith after any request from the User for NGC to do so.

8.5  Event of Default

If the breach which led to any De-Energisation pursuant to this 
Clause 8 remains 	unremedied at the ex-piry of at least 6 
months after the date of such De-Energisation, NGC may declare by 
notice in writing to the User that such breach has become an 
event of default provided that: -

(a)  all disputes arising out of the subject-matter to this 
Clause 8 which are referred to the Dispute Resolution Procedure 
have then been finally determined in favour of NGC; and

(b)  any reference to the Director pursuant to Sub-Clause 8.4 has 
then been finally determined in favour of NGC or any terms 
settled by the Director pursuant to such application have not 
been accepted by the User.

8.6  Disconnection

Once NGC has given a valid notice of an event of default pursuant 
to Sub- Clause 8.5 NGC may give notice of termination to that 
User whereupon this Supplemental Agreement shall terminate and:

(i) NGC shall request the owner of the Distribution System to 
which that User's Customers are connected to disconnect such 
Customers; and

(ii)  the User shall be obliged to pay to NGC forthwith the Use 
of System Charges due hereunder up to the end of the Financial 
Year in which Termination occurs.

9.  NOTICE TO TERMINATE

9.1  The User may terminate the Supplemental Agreement upon 
giving to NGC not less than 28 days written notice of 
termination.

9.2  If notice to terminate is given by the User under Sub-Clause 
9.1 this Supplemental Agreement shall terminate upon the expiry 
of the notice period. Immediately prior thereto the User shall 
pay NGC all Use of System Charges payable by the User under this 
Supplemental Agreement in respect of the Financial Year in which 
termination takes place. This provision shall survive the 
termination of this Supplemental Agreement.

10.  MASTER AGREEMENT

The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the 
Master Agreement shall apply to this Supplemental Agreement as if 
set out in full herein.

11.  VARIATIONS

No variation to this Supplemental Agreement shall be effective 
unless made in writing and signed by or on behalf of both NGC and 
the User. NGC and the User shall effect any amendment required to 
be made to this Supplemental Agreement by the Director as a 
result of a change in the Transmission Licence or an order made 
pursuant to the Act or as a result of settling any of the terms 
hereof and the User hereby authorises and instructs NGC to make 
any such amendment on its behalf and undertakes not to withdraw, 
qualify or revoke such authority or instruction at any time.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first above 
written

THE NATIONAL GRID COMPANY PLC	)
By	)

[the USER]						)
By						)

APPENDIX A

CUSTOMER INFORMATION

Customer - exit point

1.  Location and nomenclature of Energy Metering Equipment

2.  Distribution System operator

3.  Grid Supply Point meeting Demand

4.  Loss factor

APPENDIX B
(NOT USED)

APPENDIX C

ZONE/REGISTERED CAPACITY/PEAK HALF-HOURS/ESTIMATED DEMAND

COMPANY:

GRID SUPPLY POINT/
CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING EQUIPMENT
MEASURING STATION DEMAND:

ZONE :

a. GENERATION:

SET TYPE/FUEL			REGISTERED
			CAPACITY MW

b.  In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
Demand related Use of System charges shall be calculated by 
reference to the Demand attributable to the User at the Grid 
Supply Point identified above in relation to the 3 half-hours of 
peak Demand (Active Power) occurring on the 3 days of peak Demand 
(Active Power) which occur in the period from 1st November 1990 
to 28th February 1991 and are at least 10 days apart.

c.  In the Financial Year 1st April 1990 to 31st March 1991 NGCs 
generation related Use of System Charges shall be calculated by 
reference to the highest Registered Capacity during such 
Financial Year and the Energy produced.

d.  ESTIMATED DEMAND for the period between 1 April 1990 and 31st 
March 1991 and thereafter as notified in accordance with the 
Charging Rules.


________________MW

APPENDIX D
USE OF SYSTEM CHARGES/PAYMENT

COMPANY:

LOCATION:

1)  TYPE OF CHARGE:		SYSTEM SERVICE

Demand related
Pound..........in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the
Charging Rules.
Note: based upon a charge of pound per KW and 	KW of Estimated 
Demand as set out in Appendix C.

2)  TYPE OF CHARGE:          INFRASTRUCTURE

A.  Demand related
Pound..........in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the 	Charging Rules.
Note: based upon a charge of pound	per KW and........	KW of 
Estimated Demand as set out in Appendix C.

B.  Capacity Related
Pound..........in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly instalments subject to 
adjustment in accordance with the Charging Rules based upon a 
charge of pound..........per KW Registered Capacity and....... KW 
being the Registered Capacity as set out in Appendix C.

C.  Energy Related
Pound..........per KWh in respect of each KWh of Energy entering the 
Total System in the period from 31st March 1990 to 31st March 
1991 payable as described in Clause 14 of the Master Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.

APPENDIX E
CHARGING RULES

Use of System Charges - General and Data Requirements

1.1  NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by embedded 
Generating Units which is to be paid for otherwise than pursuant 
to the Pooling and Settlement Agreement.

1.2  Data Requirements

1.2.1  On or before 31st December in each Financial Year the User 
shall supply NGC with such data as NGC may from time to time 
reasonably request to enable NGC to calculate the Connection 
Charges and/or Use of System Charges due from the User to NGC in 
respect of the Connection Site including the data specified in 
Appendix C.

1.2.2 On or before 31st December in each Financial Year,

(i)  Users who are Public Electricity Suppliers shall supply to 
NGC a forecast for the following Financial Year of the 
following:-

(a)  the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to such 
Grid Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this Appendix 
E; and

(b)  the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES Supply 
Business Demand under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number of 
peak half-hours as notified by NGC to the User under paragraph 
2.1 of this Appendix E.

(ii) Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to each 
Grid Supply Point equal to the average of the forecasts of STS 
Demand attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

(iii) Users who are Generators shall supply to NGC a forecast for 
the following Financial Year of the Station Demand (Active Power) 
under Annual Average Cold Spell (ACS) Conditions attributable to 
each Grid Supply Point equal to the average of the forecasts of 
such Station Demand (Active Power) attributable to such Grid 
Supply Point for each of a number of peak half-hours as notified 
by NGC to the User under paragraph 2.1 of this Appendix E.

1.3  Annual Adjustment

1.3.1  NGC's Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each of a 
number of peak half hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

1.3.2  On or before 1st March each Financial Year NGC shall: -

(i) determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User at 
each Grid Supply Point for each of the Number of Peak Half Hours 
applicable during such Financial Year; and

(ii) shall compare the User's highest Registered Capacity during 
such year with the Registered Capacity used when estimating the 
charges due during such Financial Year;

1.3.3  NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 1.3.2 the 
amount of Demand related or Capacity related Use of System 
Charges (as the case may be) that would have been payable by the 
User under this Supplemental Agreement during each month during 
that Financial Year if they had been calculated on the basis of 
that of the actual position (the "Actual Amount"). NGC shall then 
compare the Actual Amount with the amount of Demand related or 
Capacity related Use of System Charges (as the case may be) paid 
during each month during that Financial Year by the User under 
this Supplemental Agreement (the "Notional Amount").

1.3.4  NGC shall then prepare a reconciliation statement and send 
it to the User. Such statement shall specify the Actual Amount 
and the Notional Amount for each month during the relevant 
Financial Year and, in reasonable detail, the information from 
which such amounts were derived and the way in which they were 
calculated.

1.3.5 Together with the reconciliation statement NGC shall send 
the User an invoice in relation to any sums shown by the 
reconciliation statement to be due to NGC and interest thereon 
calculated pursuant to paragraph 1.3.6 below. Forthwith following 
receipt of any reconciliation statement the User shall send to 
NGC an invoice in relation to any sum shown by the reconciliation 
statement to be due to the User and interest thereon calculated 
pursuant to paragraph 1.3.6 below. Such invoices shall be payable 
on or before 31st March in such Financial Year.

1.3.6  In respect of each month during that Financial Year. -

(a) the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which the 
Actual Amount exceeds the Notional Amount; and

(b) NGC shall, following receipt of an appropriate invoice, repay 
to the User an amount equal to the amount (if any). by which the 
Notional Amount exceeds the Actual Amount.

Interest shall be payable by the paying Party to the other on 
such amounts from the Payment Date applicable to the month 
concerned until the date of actual payment of such amounts (which 
shall not be later than 31st March in such Financial Year). Such 
interest shall be calculated on a daily basis at the rate equal 
to the base rate of Barclays Bank PLC for the time being and from 
time to time during such period.

2.  Revision of Charges

2.1  To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or the 
basis of their calculation including issuing revisions to 
Appendices B, C and D hereto. On or before 31st October in each 
Financial Year NGC shall notify the User of the intended basis of 
calculation to be used by NGC in the following Financial Year 
(including the number and timing of peak half-hours if any to be 
used when calculating Demand related infrastructure charges) and 
shall consult with the User concerning the same. On or before 
30th November in each Financial Year NGC shall confirm to the 
User the basis of calculation to be used in the following 
Financial Year. NGC shall give the User not less than 2 months 
prior written notice of any revised charges, including revisions 
to Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may be at 
any time). The User shall pay any such revised charges and 
Appendix B, C and/or D as appropriate shall be amended 
automatically (and a copy sent to the User) to reflect any 
changes to such Appendices with effect from the date specified in 
such notice.

2.2  The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991. As a result, NGC shall have the right to vary the 
asset allocation reflected in Appendix A upon giving not less 
than 2 months prior written notice to the User provided that: -

(a) NGC has first consulted the User in advance in good faith, 
including informing the User of the nature of the reallocation 
insofar as it materially affects the Connection Site and 
indicating the likely implications for the User of such 
reallocation; and

(b) the principles of asset allocation are those set out in the 
statements required by Condition 1 0(2)D of the Transmission 
Licence, the form of which has been approved by the Director.

Such asset reallocation shall be effective from 1st April 1991 
and the provisions of Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
reallocation with effect from such date.

2.3  Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the NGC 
Transmission System means that NGC needs to vary the Connection 
Charges payable by the User in relation to the Connection Site 
NGC shall have the right to vary such charges accordingly upon 
giving to the User not less than 2 months prior written notice. 
Such notice shall be deemed to be a revised Connection Offer and 
before any such variation become effective the provisions of 
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following 
any such variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to reflect 
such variation with effect from the date such variation comes 
into effect.

3.  Replacement of NGC Assets

3.1  Appendix A specifies the age of each of the NGC Assets at 
the Connection Site at the date of this Supplemental Agreement. 
NGC Connection Charges and Use of System Charges are calculated 
on the assumption that NGC Assets will not require replacement 
until the expiry of the Replacement Period applicable to each NGC 
Asset concerned. Such Replacement Periods have been agreed 
between NGC and the User. For the avoidance of doubt, they have 
been prepared for accounting purposes and carry no implication 
that they represent the actual useful lives of such assets.

3.2	Where in NGCs reasonable opinion an NGC Asset requires 
replacement before the expiry of its Replacement Period NGC 
shall, with the prior written approval of the User (except where 
in NGCs reasonable opinion such replacement is necessary, in 
which case such approval shall not be required but in such case 
the User shall have the right to give notice to Disconnect) have 
the right to replace the NGC Asset at no additional cost to the 
User until expiry of its original Replacement Period. Upon the 
expiry of such original Replacement Period NGC shall be entitled 
to vary the Connection Charges in respect of the replaced NGC 
Asset so that they are calculated on the basis of the then 
current Net Asset Value of such NGC Assets. NGC shall give the 
User not less than 2 months prior written notice of such varied 
charges which notice shall specify the date upon which such 
increase becomes effective. The User shall pay such varied 
charges and Appendices A and B shall be amended automatically 
(and a copy sent to the User) to reflect such revised charges 
with effect from the date specified in such notice.

3.3  Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC Asset if requested to do so by the 
User or if in NGC's reasonable opinion it is necessary to do so 
to enable NGC to comply with its Licence obligations. Unless so 
replaced, NGC shall keep the NGC Asset in service. In the event 
that it is left in service the User shall pay Connection Charges 
in respect of such NGC Asset calculated by reference to Net Asset 
Value derived from a revaluation of the asset by NGC (which in 
the reasonable opinion of NGC, taking into account the 
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy of the asset plus 
capitalised renovation or refurbishment costs). Upon any such 
replacement NGC shall be entitled to vary the Connection Charges 
in respect of the replaced NGC Asset so that they are calculated 
on the basis of the then current Net Asset Value of such NGC 
Asset. NGC shall give the User not less than 2 months prior 
written notice of such varied charges which notice shall specify 
the date upon which such increase becomes effective. The User 
shall pay such varied charges and Appendices B and D shall be 
amended automatically (and a copy sent to the User) to reflect 
such revised charges with effect from the date notified to the 
User by NGC.

4.  U

4.1  Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the Connection Charges and Use 
of System Charges for which the User is liable in full. Where the 
User has a Connection Site the User shall at the end of such 
Financial Year pay to NGC a sum equal to the following: 

(i)  the then current Net Asset Value of the NGC Assets at the 
Connection Site in question; and

(ii)  a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2  Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses the NGC Assets at the same or 
another Connection Site and renders and receives a Connection 
Charge therefor NGC shall pay to the User the Net Asset Value 
component of the Termination Amount less reasonable maintenance 
and storage costs. NGC shall use its reasonable endeavours to 
e-use such NGC Assets where it is economic to do so. Upon request 
and at the cost of the User, NGC shall issue a certificate no 
more frequently than once each calendar year indicating whether 
or not such NGC Assets have or have not been so re-used.

5.  Variation of Charges by NGC during the Financial Year

If NGC is notified of a reduced Demand forecast by a PES or STS 
from the forecast submitted under paragraph 1.2 of this Appendix 
and is also notified of a corresponding increase in such a Demand 
forecast by another PES or STS NGC shall vary the Use of System 
charges due from the User notifying the reduction such that the 
charges payable reflect the revised forecast within 30 days of 
receipt of the 2 notices. NGC shall vary or commence charging as 
the case may be the Use of System charges due from the User 
notifying the increase with effect from the date that the 
increase becomes effective. Save where NGC receives 2 
corresponding notifications there shall unless NGC decides 
otherwise be no variation of charges downwards during the 
Financial Year to cover this eventuality and reconciliation shall 
be effected pursuant to paragraph 1.3 of this Appendix.

6.  Deductions

In respect of any NGC Engineering Charges which have been paid by 
the User in connection with a Connection Application or under 
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall 
reduce the amount of Connection Charges payable by the User in 
relation to the respective Connection Site on 1st April in each 
of the first 3 years of the payment of such Connection Charges by 
an amount equal on each occasion to one third of such NGC 
Engineering Charges.

APPENDIX F1

SITE SPECIFIC TECHNICAL CONDITIONS

Metering

1.1  Operator

Where the Connection Site is a Grid Supply Point, and the User is 
or will be Registrant in relation to the Energy Metering 
Equipment required by the Pooling and Settlement Agreement at the 
Grid Supply Point and/or at the bulk supply point(s) which are 
related to that Grid Supply Point, NGC shall install and be the 
Operator of all such Energy Metering Equipment from the Transfer 
Date until the FMS Date and thereafter: -

1.1.1  NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than 12 months' notice in writing; 
and

1.1.2 the User may remove NGC as Operator upon giving no less 
than 12 months' notice in writing.  Provided that where the User 
agrees to become owner of any such Energy Metering Equipment NGC 
may resign as Operator upon such transfer of ownership and shall 
agree such terms as shall be reasonably necessary to enable the 
User to perform its obligations as Operator of such Energy 
Metering Equipment.

1.2  U

NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for under 
this Supplemental Agreement as part of such charges.  Where NGC 
acts as Operator of any other Energy Metering System owned by NGC 
for which the User is Registrant NGC shall charge and the User 
shall pay such amount which is reasonable in all the 
circumstances.

1.3  Interference

The User shall ensure that its employees, agents and invitees 
will not interfere with any Energy Metering Equipment in respect 
of which NGC is Operator or the connections to such Energy 
Metering Equipment, without the prior written consent of NGC 
(except to the extent that emergency action has to be taken to 
protect the health and safety of persons or to prevent serious 
damage to property proximate to the Energy Metering Equipment or 
to the extent that such action is authorised under the Master 
Agreement or any other agreement between NGC and the User).

1.4  Pulse data

The User shall have the right to collect and record pulses from 
the meters comprised in the Energy Metering System(s) at the 
Connection Site. NGC shall give the User access in accordance 
with the Interface Agreement to collect and record such pulses 
and to install and maintain such lines and equipment as maybe 
reasonably necessary therefor.





EXHIBIT 6

                               DATED 30th March 1990

                         THE NATIONAL GRID COMPANY PLC (1)

                                       and

                                     [  ] (2)

                    ________________________________________

                          SUPPLEMENTAL AGREEMENT TYPE 6
                    _________________________________________

                     (for Generators with Minor Independent
          Generating Plant which is Embedded and who are acting in that
                        capacity and also are Pool Members


                                    CONTENTS

Clause 		 Title

1  		Definitions, Interpretation, Construction
2  		Right to use the NGC Transmission System
3  		Site of Connection to the Distribution System
4  		Use of System Charges
5  		Charging Rules
6  		Metering
7  		Term
8  		Emergency Deenergisation
9  		Deenergisation and Disconnection
10		Notice to Terminate
11		Master Agreement
12		Variations
Appendix A 	Site of Connection
Appendix B
Appendix C 	Zone/Registered Capacity/Peak Half-Hours/Estimated Demand
Appendix D 	Use of System Charges/Payment
Appendix E 	Charging Rules
Appendix F1	 Site Specific Technical Conditions - Metering


THIS SUPPLEMENTAL AGREEMENT is made the           and becomes 
effective on the 31st day of March 1990 

BETWEEN 

(1)  THE NATIONAL GRID COMPANY PLC a company registered in 
England with  number 2366977 whose registered office is at 
National Grid House, Sumner Street,  London SE1 9JU ("NGC", which 
expression shall include its successors and/or permitted 
assigns); and

(2) [  ] a company registered in [  ] with number [  ] whose 
registered  office is at [  ] (the "User", which expression shall 
include its successors and/or permitted assigns)

WHEREAS

(A)  NGC and the User are parties to a Master Connection and Use 
of System Agreement  dated [  ] ("Master Agreement").

(B)  This Supplemental Agreement is entered into pursuant to the 
terms of the Master Agreement and shall be read as being governed 
by them.

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS. INTERPRETATION AND CONSTRUCTION

1.1 General

Unless the subject matter or context otherwise requires or is 
inconsistent therewith terms and expressions defined in Schedule 
2 to the Master Agreement have the same meanings, interpretations 
or constructions in this Supplemental Agreement.

2. RIGHT TO USE THE NGC TRANSMISSION SYSTEM 

2.1 Subject to the other provisions of this Agreement including 
the provisions of the Grid Code,  the User may take supplies of 
power on to and/or take supplies of power from the NGC  
Transmission System as the case may be.

2.2 The User shall not operate its User's Equipment such that any 
of it exceeds its Registered  Capacity save as expressly 
permitted and instructed pursuant to the Fuel Security Code or as  
may be necessary or expedient in accordance with Good Industry 
Practice.

2.3 Data of a technical or operational nature collected recorded 
or otherwise generated pursuant to  this Supplemental Agreement 
shall be deemed data lodged pursuant to the Grid Code to the 
extent  that the Grid Code makes provision therefor.

2.4 Subject to the provisions of this Agreement and the Grid 
Code, NGC shall accept into the NGC  Transmission System power 
generated by the User up to the Maximum Export Capacity except to  
the extent (if any) that NGC is prevented from doing so by 
transmission constraints which could  not be avoided by the 
exercise of Good Industry Practice by NGC.

2.5 Subject to the provisions of the Grid Code NGC shall be 
entitled to plan and execute outages of  parts of the NGC 
Transmission System or Plant or Apparatus at any time and from 
time to time.

 3. SITE  OF CONNECTION TO THE DISTRIBUTION SYSTEM

The site where the User is connected to the Distribution System 
is more particularly described in  Appendix A.

4. USE OF SYSTEM CHARGES

With effect from the commencement of this Supplemental Agreement 
the User shall pay to NGC  the Use of System Charges set out in 
Appendix D payable in accordance with the provisions of  Appendix 
E.

5. CHARGING RULES

The provisions of the Charging Rules set out in Appendix E to 
this Supplemental Agreement shall apply.

6.  METERING

The provisions of Appendix Fl shall have effect.

7. TERM

Subject to the provisions for earlier termination set out herein 
and in Clause 17 of the Master Agreement, this Supplemental 
Agreement shall continue until the User's Plant is Disconnected 
from the Distribution System in accordance with Clause 9 or 10.

8.  EMERGENCY DEENERGISATION

8.1  Emergency Deenergisation requested by NGC: If, in the 
reasonable opinion of NGC, the condition or manner of operation 
of the NGC Transmission System or the User's System (if any) 
poses an immediate threat of injury or material damage to any 
person or to the Total System or to any User's System or to the 
NGC Transmission System, NGC shall have the right to request the 
owner of the Distribution System to which the User is connected 
to Deenergise the User's Equipment if it is necessary or 
expedient to do so to avoid the occurrence of such injury or 
damage.

8.2  Emergency Deenergisation by a User: If, in the reasonable 
opinion of the User the condition or manner of operation of the 
NGC Transmission System, the Total System or any other User's 
System, poses an immediate threat of injury or material damage to 
any person or to the User's System the User shall the right to  
Deenergise the User's Equipment if it is necessary or expedient 
to do so to avoid the occurrence of  such injury or damage.

8.3  Renergisation: The User's Equipment at the Connection Site 
shall be Re-Energised as quickly as practicable after  the 
circumstances to any Deenergisation under this Clause 12 have 
ceased to exist.

9.  DEENERGISATION AND DISCONNECTION

9.1  Breach by the User:

If the User shall be in breach of the provisions of this 
Supplemental Agreement and such breach  causes or can reasonably 
be expected to cause a material adverse effect on the business or 
condition  of NGC or other Users or the NGC Transmission System 
or User Systems then NGC may:-  

(i) where the breach is capable of remedy, give written notice to 
the User specifying in reasonable detail the nature of the breach 
and requiring the User within 28 days after receipt of such 
notice to remedy the breach or within any longer period agreed 
between NGC and the User, the agreement of NGC not to be 
unreasonably withheld or delayed; or 

(ii) where the breach is incapable of remedy, give written notice 
to the User specifying in reasonable detail the nature of the 
breach and the reasons why the breach is incapable of remedy and 
requiring the User within 5 Business Days after the receipt of 
such notice to undertake to NGC not to repeat the breach.

9.2 De-Energisation:	If:- 

(a) the User fails to comply with the terms of any valid notice 
served on it by NGC in accordance with Sub-Clause 9.1(i) or is in 
breach of any undertaking given in accordance with Sub-Clause 
9.1(ii) and such breach causes or can be reasonably expected to 
cause a material adverse effect on the business or condition of 
NGC or other Users or the NGC Transmission or User Systems; or 

(b) five Business Days have elapsed the date of any valid notice 
served on the User in accordance with Sub-Clause 9.2(ii) and no 
undertaking is given by the User in accordance with Sub-Clause 
9.2(ii); NGC may request the owner of the Distribution System to 
which the User is connected to De-Energise the User's Plant at 
that site upon expiry of at least 48 hours prior written notice 
to the User, provided that at the time of expiry of such notice 
the breach concerned remains unremedied and that neither the User 
nor NGC has referred the matter to the Dispute Resolution 
Procedure. In such event NGC may request the owner of the 
Distribution System to which the User is connected to De-Energise 
the User's Plant at that site forthwith following completion of 
the Dispute Resolution Procedure and final determination of the 
dispute in NGC's favour.

9.3 NGC Transmission Licence:  If a breach of the nature referred 
to in Sub-Clause 9.1 continues to the extent that it places or 
seriously threatens to place in the immediate future NGC in 
breach of the NGC Transmission Licence, NGC may request the owner 
of the Distribution System to which the User's Customers are 
connected to De-Energise such User's Customers upon the expiry of 
at least 12 hours prior written notice to the User, provided that 
at the time of expiry of such notice the breach concerned remains 
unremedied.

9.4 Re-Energisation Disputes:  If, following any De-Energisation 
pursuant to this Clause 9, a User applies to NGC for NGC to issue 
instructions that the User's Customer(s) be Re-Energised and is 
refused or is offered terms which the User does not accept, this 
shall be recognized as a dispute over the terms for use of system 
which the User may refer to the Director for determination under 
the NGC Transmission Licence. If the User accepts any terms 
offered by NGC or settled by the Director pursuant to any such 
reference, NGC shall request the owner of the Distribution System 
to which the User's Plant is connected to Re-Energise the User's 
Plant forthwith after any request from the User for NGC to do so.

9.5 Event of Default:  If the breach which led to any 
De-Energisation pursuant to this Clause 9 remains unremedied at 
the expiry of at least 6 months after the date of such 
De-Energisation, NGC may declare by notice in writing to the User 
that such breach has become an event of default provided that:- 

(a) all disputes arising out of the subject-matter to this Clause 
9 which are referred to the Dispute Resolution Procedure have 
then been finally determined in favour of NGC; and (b) any 
reference to the Director pursuant to Sub-Clause 8.4 has then 
been finally determined in favour of NGC or any terms settled by 
the Director pursuant to such application have not been accepted 
by the User.

9.6 Disconnection:  Once NGC has given a valid notice of an event 
of default pursuant to Sub- Clause 9.5 NGC may give notice of 
termination to that User whereupon this Supplemental Agreement 
shall terminate and 

(i) NGC shall request the owner of the Distribution System to 
which that User is connected to Disconnect all the User's Plant 
at the site; and 

(ii)  the User shall be obliged to pay to NGC forthwith the Use 
of System Charges due hereunder up to the end of the Financial 
Year in which Termination occurs.

10.  NOTICE TO TERMINATE

10.1 The User may terminate the Supplemental Agreement upon 
giving to NGC not less than  6 months written notice of 
termination.

10.2 If notice to terminate is given by the User under Sub-Clause 
10.1 this Supplemental Agreement shall terminate upon the expiry 
of the notice period. Immediately prior  thereto the User shall 
pay NGC all Use of System Charges payable by the User under this 
Supplemental Agreement in respect of the Financial Year in which 
termination takes place. This provision shall survive the 
termination of this Supplemental Agreement.

11. MASTER AGREEMENT

The provisions of Clauses 18 to 24 and 26 to 30 inclusive of the 
Master Agreement shall apply to this Supplemental Agreement as if 
set out in full herein.

1 2. VARIATIONS

No variation to this Supplemental Agreement shall be effective 
unless made in writing and signed by or on behalf of both NGC and 
the User. NGC and the User shall effect any amendment required to 
be made to this Supplemental Agreement by the Director as a 
result of a change in the Transmission Licence or an order made 
pursuant to the Act or as a result of settling any of the terms 
hereof and the User hereby authorises and instructs NGC to make 
any such amendment on its behalf and undertakes not to withdraw, 
qualify or revoke such authority or instruction at any time.

IN WITNESS WHEREOF the hands of the duly authorised 
representatives of the parties hereto at the date first above 
written

THE NATIONAL GRID COMPANY PLC )
By  )

the USER  )
By  )

APPENDIX A

COMPANY:



SITE OF CONNECTION TO DISTRIBUTION SYSTEM:


APPENDIX B
NOT USED


APPENDIX C

ZONE/REGISTERED CAPACITY / PEAK HALF/ESTIMATED DEMAND


COMPANY :


GRID SUPPLY POINT/

CONNECTION SITE:

ELECTRICAL LOCATION OF ENERGY METERING

EQUIPMENT MEASURING STATION DEMAND:

ZONE :

a. GENERATION:

SET 	TYPE/FUEL  			REGISTERED
					CAPACITY MW


b. In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
Demand related Use of System charges shall be calculated by 
reference to the Demand attributable to the User at the Grid 
Supply Point identified above in relation to the 3 half-hours of 
peak Demand (Active Power) occurring on  the 3 days of peak 
Demand (Active Power) which occur in the period from 1st November 
1990 to 28th February 1991 and are at least 10 days apart.

c. In the Financial Year 1st April 1990 to 31st March 1991 NGC's 
generation related Use of System Charges shall be calculated by 
reference to the highest Registered Capacity during such 
Financial Year and the Energy produced.

d. ESTIMATED DEMAND for the period between 1 April 1990 and 31st 
March 1991 and thereafter as notified in accordance with the 
Charging Rules.


__________MW


APPENDIX D


USE OF SYSTEM CHARGES/PAYMENT


COMPANY:


LOCATION:

 I ) TYPE OF CHARGE: SYSTEM SERVICE  
 Demand related 
Pound...................in respect of the period from 1st April 1990 
to 31st March 1991 payable in 12 equal monthly installments 
subject to adjustment in accordance with the Charging Rules. 
Note: based upon a charge of pound.............per KW and..... KW of 
Estimated Demand as set out in Appendix C.

 2) TYPE OF CHARGE: INFRASTRUCTURE

A.  Demand related
Pound...........in respect of the period from 1st April 1990 to 31st 
March 1991 payable in 12 equal monthly installments subject to 
adjustment in accordance with the  Charging Rules.

Note: based upon a charge of pound..........per KW and ..........KW 
of Estimated Demand   as set out in Appendix C.

B.  Capacity Related  
Pound.......in respect of the period from 1st April 1990 to 31st 
March 1991 payable in  12 equal monthly installments subject to 
adjustment in accordance with the Charging  Rules based upon a 
charge of pound..... per KW Registered Capacity and ....  KW  being 
the Registered Capacity as set out in Appendix C.

C.  Energy Related 
Pound........per KWh in respect of each KWh of Energy entering the 
Total System in the period from 31st March 1990 to 31st March 
1991 payable as described in Clause 14 of the Master Agreement.

Payment shall be made in accordance with Clause 14 of the Master 
Agreement.


APPENDIX E
CHARGING RULES

1. Use of System Charges - General and Data Requirements

1.1  NGC's Demand related Use of System Charges are calculated by 
reference to Demand (Active  Power) attributable to each Grid 
Supply Point excluding that Demand (Active Power) met by embedded 
Generating Units which is to be paid for otherwise than pursuant 
to the Pooling and Settlement Agreement.

1.2  Data Requirements

1.2.1 On or before 31st December in each Financial Year the User 
shall supply NGC with such data as NGC may from time to time 
reasonably request to enable NGC to calculate the Connection 
Charges and/or Use of System Charges due from the User to NGC in 
respect of the Connection Site  including the data specified in 
Appendix C.

1.2.2  On or before 31st December in each Financial Year,  (i)  
Users who are Public Electricity Suppliers shall supply to NGC a 
forecast for the following Financial Year of the following:-

(a) the Natural Demand attributable to each Grid Supply Point 
equal to the average of the forecasts of Natural Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to such 
Grid Supply Point for each of a number of peak half-hours as 
notified by NGC to the User under paragraph 2.1 of this Appendix 
E; and

(b) the PES Supply Business Demand attributable to each Grid 
Supply Point equal to the average of the forecasts of PES Supply 
Business Demand under Annual Average Cold Spell (ACS) Conditions 
attributable to such Grid Supply Point for each of a number of 
peak half-hours as notified by NGC to the User under paragraph 
2.1  of this Appendix E.

(ii) Users who are Second Tier Suppliers shall supply to NGC a 
forecast for the following Financial Year of the STS Demand under 
Annual Average Cold Spell (ACS) Conditions attributable to each 
Grid Supply Point equal to the average of the forecasts of STS 
Demand attributable to such Grid Supply Point for each of a 
number of peak half-hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

(iii) Users who are Generators shall supply to NGC a forecast for 
the following Financial Year of the Station Demand (Active Power) 
under Annual Average Cold Spell (ACS) Conditions attributable to 
each Grid Supply Point equal to the average of the forecasts of 
such Station Demand (Active Power) attributable to such Grid 
Supply Point for each of a number of peak half-hours as notified 
by NGC to the User under paragraph 2.1 of this Appendix E.

1.3  Annual Adjustment

1.3.1  NGCs Demand related Use of System Charges shall be 
calculated on the basis of actual Demand (Active Power) 
attributable to each User at each Grid Supply Point for each of a   
number of peak half hours as notified by NGC to the User under 
paragraph 2.1 of this Appendix E.

1.3.2  On or before 1st March each Financial Year NGC shall:

(i) determine from meter readings of Energy Metering Equipment 
the actual Demand (Active Power) attributable to each User at 
each Grid Supply Point for each of the Number of Peak Half Hours 
applicable during such Financial Year; and 

(ii) shall compare the User's highest Registered Capacity during 
such year with the Registered Capacity used when estimating the 
charges due during such Financial  Year;

1.3.3  NGC shall then promptly calculate on the basis of the 
actual position determined in accordance with paragraph 1.3.2 the 
amount of Demand related or Capacity related Use of System 
Charges (as the case may be) that would have been payable by the 
User under this Supplemental Agreement during each month during 
that Financial Year if they had been calculated on the basis of 
that of the actual position (the "Actual Amount"). NGC shall then 
compare the Actual Amount with the amount of Demand related or 
Capacity related Use of  System Charges (as the case may be) paid 
during each month during that Financial Year by  the User under 
this Supplemental Agreement (the "Notional Amount").

1.3.4  NGC shall then prepare a reconciliation statement and send 
it to the User.  Such statement shall specify the Actual Amount 
and the Notional Amount for each month during the relevant 
Financial Year and, in reasonable detail, the information from 
which such amounts were derived and the way in which they were 
calculated.

1.3.5  Together with the reconciliation statement NGC shall send 
the User an invoice in relation to any sums shown by the 
reconciliation statement to be due to NGC and interest thereon 
calculated pursuant to paragraph 1.3.6 below.  Forthwith 
following receipt of any reconciliation statement the User shall 
send to NGC an invoice in relation to any sum shown by the 
reconciliation statement to be due to the User and interest 
thereon calculated pursuant to paragraph 1.3.6 below. Such 
invoices shall be payable on or before 31st March in such 
Financial Year.

1.3.6  In respect of each month during that Financial Year:-

(a) the User shall, following receipt of an appropriate invoice, 
pay to NGC an amount equal to the amount (if any) by which the 
Actual Amount exceeds the Notional Amount; and

(b) NGC shall, following receipt of an appropriate invoice, repay 
to the User an amount equal to the amount (if any) by which the 
Notional Amount exceeds the Actual Amount.  Interest shall be 
payable by the paying Party to the other on such amounts from the 
Payment Date applicable to the month concerned until the date of 
actual payment of such amounts (which shall not be later than 
31st March in such Financial Year).  Such interest shall be 
calculated on a daily basis at the rate equal to the base rate of 
Barclays Bank PLC for the time being and from time to time during 
such period.

2. Revision of Charges

2.1  To the extent permitted by the Transmission Licence NGC may 
revise its Connection Charges and Use of System Charges or the 
basis of their calculation including issuing revisions to 
Appendices B, C and D hereto. On or before 31st October in each 
Financial Year NGC shall notify the User of the intended basis of 
calculation to be used by NGC in the following Financial Year 
(including the number and timing of peak half-hours if any to be  
used when calculating Demand related infrastructure charges) and 
shall consult with the User concerning the same. On or before 
30th November in each Financial Year NGC shall confirm to the 
User the basis of calculation to be used in the following 
Financial Year. NGC shall give the User not less than 2 months 
prior written notice of any revised charges, including revisions 
to Appendices B, C and D hereto, which notice shall specify the 
date upon which such revisions become effective (which may be at 
any time). The User shall pay any such revised charges and 
Appendix B, C and/or D as appropriate shall be amended 
automatically (and a copy sent to the User) to reflect any 
changes to such Appendices with effect from the date specified in 
such notice.

2.2  The User acknowledges that NGC will establish a new asset 
register during the course of the Financial Year ending 31st 
March 1991. As a result, NGC shall have the right to vary the 
asset allocation reflected in Appendix A upon giving not less 
than 2 months prior written notice to the User provided that

(a) NGC has first consulted the User in advance in good faith, 
including informing the User of the nature of the reallocation 
insofar as it materially affects the Connection Site and 
indicating the likely implications for the User of such 
reallocation; and

(b) the principles of asset allocation are those set out in the 
statements required by Condition 10(2)D of the Transmission 
Licence, the form of which has been approved by the Director.

Such asset reallocation shall be effective from 1st April 1991 
and the provisions of Appendices A and B shall be amended 
automatically (and a copy sent to the User) to reflect such 
reallocation with effect from such date.

2.3  Subject to the provisions of paragraph 3.2 below if in the 
reasonable opinion of NGC any development, replacement, 
renovation, alteration, construction or other work to the NGC 
Transmission System means that NGC needs to vary the Connection 
Charges payable by the User in relation to the Connection Site 
NGC shall have the right to vary such charges accordingly upon 
giving to the User not less than 2 months prior written notice. 
Such notice shall be deemed to be a  revised Connection Offer and 
before any such variation become effective the provisions of  
Sub-Clauses 11.2 and 11.4 shall apply mutatis mutandis. Following 
any such variation the provisions of Appendices A and B shall be 
amended automatically (and a copy sent to the User) to reflect 
such variation with effect from the date such variation comes 
into effect.

3.  Replacement of NGC Assets

3.1 Appendix A specifies the age of each of the NGC Assets at the 
Connection Site at the date of this  Supplemental Agreement. NGC 
Connection Charges and Use of System Charges are calculated on  
the assumption that NGC Assets will not require replacement until 
the expiry of the Replacement  Period applicable to each NGC 
Asset concerned. Such Replacement Periods have been agreed 
between NGC and the User. For the avoidance of doubt, they have 
been prepared for accounting  purposes and carry no implication 
that they represent the actual useful lives of such assets.

3.2 Where in NGC's reasonable opinion an NGC Asset requires 
replacement before the expiry of its  Replacement Period NGC 
shall, with the prior written approval of the User (except where 
in  NGC's reasonable opinion such replacement is necessary, in 
which case such approval shall not  be required but in such case 
the User shall have the right to give notice to Disconnect) have 
the  right to replace the NGC Asset at no additional cost to the 
User until expiry of its original  Replacement Period. Upon the 
expiry of such original Replacement Period NGC shall be entitled  
to vary the Connection Charges in respect of the replaced NGC 
Asset so that they are calculated  on the basis of the then 
current Net Asset Value of  such NGC Assets. NGC shall give the 
User  not less than 2 months prior written notice of such  varied 
charges which notice shall specify the  date upon which such 
increase becomes effective. The User shall pay such varied 
charges and  Appendices A and B shall be amended automatically 
(and a copy sent to the User) to reflect such  revised charges 
with effect from the date specified in such notice.

3.3  Upon the expiry of the Replacement Period of any NGC Asset, 
NGC shall replace such NGC  Asset if requested to do so by the 
User or if in NGC's reasonable opinion it is necessary to do so 
to  enable NGC to comply with its Licence obligations. Unless so 
replaced, NGC shall keep the NGC  Asset in service. In the event 
that it is left in service the User shall pay Connection Charges 
in  respect of such NGC Asset calculated by reference to Net 
Asset Value derived from a revaluation  of the asset by NGC 
(which in the reasonable opinion of NGC, taking into account the  
depreciation already paid over the lifetime of that asset, 
reflects the then expected life expectancy  of the asset plus 
capitalised renovation or refurbishment costs). Upon any such 
replacement NGC  shall be entitled to vary the Connection Charges 
in respect of the replaced NGC Asset so that they  are calculated 
on the basis of the then current Net Asset Value of such NGC 
Asset. NGC shall  give the User not less than 2 months prior 
written notice of such varied charges which notice shall  specify 
the date upon which such increase becomes effective. The User 
shall pay such varied  charges and Appendices B and D shall be 
amended automatically (and a copy sent to the User) to  reflect 
such revised charges with effect from the date notified to the 
User by NGC.

4.  Termination Amounts

4.1 Until the end of the Financial Year in which the termination 
occurs the User shall pay to NGC the  Connection Charges and Use 
of System Charges for which the User is liable in full. Where the  
User has a Connection Site the User shall at the end of such 
Financial Year pay to NGC a sum  equal to the following:-

(i) the then current Net Asset Value of the NGC Assets at the 
Connection Site in question;  and 

(ii) a sum equal to the reasonable cost of removing such NGC 
Assets.

4.2  Where a Termination Amount is paid to NGC under this 
Agreement and subsequently NGC uses  the NGC Assets at the same 
or another Connection Site and renders and receives a Connection 
Charge therefor NGC shall pay to the User the Net Asset Value 
component of the Termination Amount less reasonable maintenance 
and storage costs. NGC shall use its reasonable endeavours  to 
re-use such NGC Assets where it is economic to do so. Upon 
request and at the cost of the User,  NGC shall issue a 
certificate no more frequently than once each calendar year 
indicating whether  or not such NGC Assets have or have not been 
so re-used.

5.   Variation of Charges by NGC during the Financial Year

If NGC is notified of a reduced Demand forecast by a PES or STS 
from the forecast submitted  under paragraph 1.2 of this Appendix 
and is also notified of a corresponding increase in such a  
Demand forecast by another PES or STS NGC shall vary the Use of 
System charges due from the  User notifying the reduction such 
that the charges payable reflect the revised forecast within 30  
days of receipt of the 2 notices. NGC shall vary or commence 
charging as the case may be the Use  of System charges due from 
the User notifying the increase with effect from the date that 
the  increase becomes effective. Save where NGC receives 2 
corresponding notifications there shall  unless NGC decides 
otherwise be no variation of charges downwards during the 
Financial Year to  cover this eventuality and reconciliation 
shall be effected pursuant to paragraph 1.3 of this  Appendix.

6. Deductions

In respect of any NGC Engineering Charges which have been paid by 
the User in connection with a Connection Application or under 
Sub-Clause 2.3 of the Supplemental Agreement Type 2 NGC shall 
reduce the amount of Connection Charges payable by the User in 
relation to the respective Connection Site on 1st April in each 
of the first 3 years of the payment of such Connection Charges by 
an amount equal on each occasion to one third of such NGC 
Engineering Charges.

APPENDIX F1

SITE SPECIFIC TECHNICAL CONDITIONS

Metering

1.1 Operator 

Where the Connection Site is a Grid Supply Point, and the User is 
or will be Registrant in relation  to the Energy Metering 
Equipment required by the Pooling and Settlement Agreement at the 
Grid  Supply Point and/or at the bulk supply point(s) which are 
related to that Grid Supply Point, NGC  shall install and be the 
Operator of all such Energy Metering Equipment from the Transfer 
Date  until the FMS Date and thereafter: 

1.1.1  NGC may resign as Operator of such Energy Metering 
Equipment on giving no less than   12 months' notice in writing; 
and 

1.1.2  the User may remove NGC as Operator upon giving no less 
than 12 months' notice in  writing. 

Provided that where the User agrees to become owner of any such 
Energy Metering Equipment  NGC may resign as Operator upon such 
transfer of ownership and shall agree such terms as shall  be 
reasonably necessary to enable the User to perform its 
obligations as Operator of such Energy  Metering Equipment.

1.2 Charges

NGC shall recover its charges for acting as Operator of any 
Energy Metering System which is an NGC Asset charged for under 
this Supplemental Agreement as part of such charges.  Where NGC 
acts as Operator of any other Energy Metering System owned by NGC 
for which the User is Registrant NGC shall charge and the User 
shall pay such amount which is reasonable in all the 
circumstances.

1.3 Interference

The User shall ensure that its employees, agents and invitees 
will not interfere with any Energy Metering Equipment in respect 
of which NGC is Operator or the connections to  such Energy 
Metering Equipment, without the prior written consent of NGC 
(except to the extent that emergency action has to be taken to 
protect the health and safety of persons or to prevent serious 
damage to property proximate to the Energy Metering Equipment or 
to the extent that such action is authorised under the Master 
Agreement or any other  agreement between NGC and the User).

1.4  Pulse data

The User shall have the right to collect and record pulses from 
the meters comprised in the Energy Metering System(s) at the 
Connection Site. NGC shall give the User access in accordance 
with the Interface Agreement to collect and record such pulses 
and to install and maintain such lines and equipment as maybe 
reasonably necessary therefor.






EXHIBIT 7

CONNECTION APPLICATION

NOTES

PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING 
THIS APPLICATION FORM.

1. NGC requires the information requested in this application 
form for the purposes of preparing an offer ("the Offer") to 
enter into an agreement for connection to and/or use of the NGC 
Transmission System in accordance with Condition 10(B) of the NGC 
Transmission Licence. It is essential that the Applicant should 
supply all information requested in this application form and 
that every effort should be made to ensure that such information 
should be accurate.

Please note that certain expressions which are used in this 
application form are defined in the glossary of definitions 
(contained in Schedule 2 to the Master Agreement) and when this 
occurs the expressions have capital letters at the beginning of 
each word.

2. Should NGC consider that any information provided is 
incomplete or unclear or should NGC require further information 
in order that it may prepare the Offer, the Applicant will be 
requested to provide further information or clarification.

3. Should there be any change in any information provided by the 
Applicant after it has been submitted to NGC, the Applicant must 
immediately inform NGC of such a change.

4. NGC shall charge the Applicant and the Applicant shall pay to 
NGC NGC's Engineering Charges in relation to the application. An 
advance will be charged by NGC which will be reasonable in all 
the circumstances. No application will be considered until such 
advance has been paid. The balance of the NGC Engineering Charges 
shall be notified and invoiced by NGC to the Applicant together 
with a breakdown of such charges and the Applicant shall pay the 
same within 28 days of the date of NGC's invoice. If NGC does not 
make an Offer to the Applicant in accordance with Condition 10(B) 
of the NGC Transmission Licence otherwise than by reason of 
withdrawal of the application by the Applicant NGC will return 
the charges to the Applicant. NGC will deduct from the Connection 
Charges and/or Use of System Charges payable during the first 3 
years following the Practical Completion Date any NGC Engineering 
Charges paid by the applicant in 3 equal instalments. In the 
event that the advance and any other payments exceed the 
appropriate NGC Engineering Charges the excess shall be repaid 
forthwith to the Applicant.

5. The effective date upon which the application is made shall be 
the later of the date when NGC has received the application fee 
under Paragraph 4 above and the date when NGC is reasonably 
satisfied  that the Applicant has completed Sections A-D.  NGC 
shall notify the Applicant of such date.

6. NGC will make the Offer in accordance with the terms of 
Clauses 11 and 12 of the Master Agreement and the NGC 
Transmission Licence.

7. NGC will make the Offer as soon as is reasonably practicable 
and in any event within in 3 months of the  effective date of the 
application or such later period as the Director agrees to. The 
Offer may, where it is necessary to carry out additional 
extensive system studies to evaluate more fully the impact of the  
proposed development, indicate the areas that require more 
detailed analysis.  Before such additional  studies are required, 
the Applicant shall indicate whether it wishes NGC to undertake 
the work necessary to proceed to make a revised offer within the 
3 month period or, where relevant the timescale consented to by 
the Director. To enable NGC to carry out any of the above 
mentioned necessary detailed system studies the Applicant may, at 
the request of NGC, be required to provide some or all of the 
Detailed Planning Data listed in Part 2 of the Appendix to the 
Planning Code which is part of the Grid Code.

8.  If the Applicant has not already entered into a Master 
Connection and Use of System Agreement with NGC the Applicant 
will be required as part of this Application Form to undertake 
that he will comply with the provisions of the Grid Code for the 
time being in force. Copies of the Grid Code and the Master 
Connection and Use of System Agreement are sent with this 
application form and the Applicant is advised to study them 
carefully. Further copies are available on payment of NGC's 
reasonable copying  charges, postage and packing. Data submitted 
pursuant to this application shall be deemed submitted pursuant 
to the Grid Code.

9.  NGC's Offer will be based upon its standard form terms of 
Connection Offer a copy of which is attached and the statement of 
charges issued by NGC under Condition 10 of NGC's Transmission 
Licence. The Applicant should bear in mind NGC's standard form 
terms of offer when making this application.

10. 	In particular, NGC prepares Offers upon the basis that each 
party will design, construct, install,  control, operate and 
maintain the Plant and Apparatus which he will own usually but 
not necessarily applying the ownership rules set out in Clause 6 
of the Master Agreement. If the Applicant wishes NGC to carry out 
any of these matters on the Applicant's behalf please contact NGC 
for further details.

11.	In particular please note that NGC may require as a 
condition of the Offer that the Applicant's Plant or Apparatus 
should meet or provide some or all of the technical requirements 
set out in the Appendices of the draft Supplemental Agreement 
attached to NGC's standard form terms of offer and may propose 
that the Applicant's Plant or Apparatus should have the 
capability to provide Agreed Ancillary Services.

12.	Please complete this application form in black print and 
return it duly signed to [name of       contact] at the 
Commercial Department, NGC, National Grid House, Sumner Street, 
London, SE1 9JU (Telephone No. [	                 ]).


CONNECTION APPLICATION

1. We hereby apply to connect our Plant and Apparatus to the NGC 
Transmission System at a New Connection Site. We agree to pay 
NGC's Engineering Charges on the terms specified in the Notes to 
the Connection Application.

2. We will promptly inform NGC of any change in the information 
given in this Application as quickly as practicable after 
becoming aware of any such change.

3. If we have not already signed a Master Agreement or Accession 
Agreement we undertake for the purposes of this Application to be 
bound by the terms of the Grid Code from time to time in force 
and to sign an Accession Agreement.

Signed:

 ......................................................
For and on behalf of the Applicant

Date: .......................................

NGC - APPLICATION FOR A NEW CONNECTION

A.  DETAILS OF APPLICANT

1.
	Name:_______________________________________________________


2.
	Address:____________________________________________________


                         
______________________________________________________

                         
______________________________________________________

                         
______________________________________________________

3.	Registered Office/Address:

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________

4.	Name, title and address of contacts for the purposes of this 
application,
           giving description of the field of responsibility of 
each person:

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________

          
______________________________________________________________

          
______________________________________________________________
         

5.	If Applicant is an agent, please give name(s) and 
address(es) of person(s) for
          whom the Applicant is acting:

           
______________________________________________________________

           
______________________________________________________________

           
______________________________________________________________

           
______________________________________________________________


B.	THE PROPOSED POINT OF CONNECTION

1.	Please identify (preferably by reference to an extract from 
Ordnance Survey Map) the intended location (the "Connection 
Site") of the Plant and Apparatus ("the User  Development") which 
it is desired should be connected to the NGC Transmission 
	System and where the application is in respect of a proposed 
New Connection Site other 	than at an existing sub-station 
please specify the proposed location and name of the New 
Connection Site (which name should not be the same as or 
confusingly similar to the name of any other Connection Site) 
together with details of access to the Connection Site including 
from the nearest main road.

           
______________________________________________________________

           
______________________________________________________________

           
______________________________________________________________


2.	Please provide a plan or plans of the proposed Connection 
Site indicating (so far as you are now able) the position of all 
buildings, structures, Plant and Apparatus and of all services 
located on the Connection Site.

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________


3.	Give details of the intended legal estate in the Connection 
Site (to include leasehold and freehold interests) in so far as 
you are aware.

           
_____________________________________________________________

           
_____________________________________________________________


4.	Who occupies the Connection Site in so far as you are aware?

           
_____________________________________________________________

5.	If you believe that a new sub-station will be needed, please 
indicate by reference to the plan 

	referred to in (2) above the Applicant's suggested location 
for it - giving dimensions of the area.

           
_____________________________________________________________

           
_____________________________________________________________

6.	If you are prepared to make available to NGC the land 
necessary for the said substation, please set out brief proposals 
for NGC's interest in it including (if relevant) such interest 
and the consideration to be paid by NGC for it.

           
_____________________________________________________________

           
_____________________________________________________________


7.	What space is available on the Connection Site for working 
storage and accommodation areas for NGC contractors? If so, 
please indicate by reference to the plan referred to in (2) above 
the location of such areas, giving the approximate dimensions of 
the same.

           
_____________________________________________________________

           
_____________________________________________________________

8.	Please provide details (including copies of any surveys or 
reports) of the physical nature of land in which you have a legal 
estate at the proposed Connection Site including the nature of 
the ground and the sub-soil including the results of the 
following tests: 

                                      [NGC to specify]
               
_____________________________________________________________

           
_____________________________________________________________


9.	Please give details and provide copies of all existing 
relevant planning and other consents (statutory or otherwise) 
relating to the Connection Site and the User Development and/or 
details of any pending applications for the same.

           
_____________________________________________________________
 
           
_____________________________________________________________

           
_____________________________________________________________

10.	Is access to or use of the Connection Site for the purposes 
of installing, maintaining and operating Plant and Apparatus 
subject to any existing restrictions? If so, please give details.

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________

           
_____________________________________________________________


11.	If you are aware of them, identify by reference to a plan 
(if possible) the owners and

	(if different) occupiers of the land adjoining the 
Connection Site. To the extent that

	you have information, give brief details of the owner's and 
occupier's estates and/or

	interests in such land.

           
_____________________________________________________________

           
_____________________________________________________________


12.	Please provide details of the values and methods of 
calculation of liquidated damages

	to be payable by NGC if the proposed works are delayed or 
not completed through

	NGC's fault.

           
_____________________________________________________________

           
_____________________________________________________________



	C.	TECHNICAL INFORMATION

1.	Please provide the data listed in Part I of the Appendix to 
the Planning Code which are   

	applicable to you. Note: the data concerned form part of the 
Planning Code and Data 

	Registration Code. Applicants should refer to these sections 
of the Grid Code for an 

	explanation.

2.	Please provide a copy of your Safety Rules if not already 
provided to NGC

3.	Please indicate any terms which you are prepared to offer 
for

	(a)	Black Start Capability
	(b)	Gas Turbine Unit Fast Start
	(c)	Synchronous Compensation
	(d)	Pumped Storage Unit Spinning-in-Air
	(e)	Pumped Storage
	(f)	Pumped Storage Plant Fast Start from Standstill
	(g)	Demand Reduction
	(h)	Adjustment to Pumped Storage Unit Pumping Programme
	(i)	Hot Standby

4.	Please enclose a draft Interface Agreement (if applicable).


D. 	PROGRAMME

Please provide a suggested construction programme in bar chart 
form for the construction works necessary to install the User 
Development (not the NGC Assets needing to be installed) 
indicating the anticipated date when the connection will be 
required to be made.


EXHIBIT 8

                              CONNECTION OFFER

Date: [                  ]

Dear Sirs,

We refer to your application dated [	] for a New 
Connection Site for your proposed development at [		] and 
to [here list other documents submitted by applicant in support 
of his application together with any relevant NGC communications 
relating to the application] and now set out below our offer for 
the New Connection Site.  Please note that certain expressions 
which are used in this offer are defined in the glossary of 
definitions (contained in Schedule 2 to the Master Agreement) and 
when this occurs the expressions have capital letters at the 
beginning of each word.

1.	NGC offers to enter into a Supplemental Agreement in the 
form and terms attached as Section A. If you are not already 
a User you are required to enter into the enclosed Accession 
Agreement.

2.	This offer has been prepared upon the basis that each party 
will construct, install, control, operate and maintain the 
Plant and Apparatus which it will own applying where 
necessary the ownership 	rules set out in Clause 6 of the 
Master Agreement. If you wish us to carry out any of these 
matters 	on your behalf please contact us for further 
details.

[3.	It is a part of this offer that you also enter into an 
Interface Agreement in the form set out in Section B.]

4.	This offer has been prepared upon the basis that you have or 
will obtain the legal estate which you expressed as your 
intention in the said application in the land described 
inSection C.


5.	If so indicated by a tick in the relevant box
	(i)	you are required to provide us with your credit 
rating over the past 10years and the name of your 
credit rating agency.

	and/or

	(ii)	you are required to enter into a bond in the sum 
of [       ] pounds in a form	approved by NGC such 
approval not to be unreasonably withheld or 
delayed.

6.	The technical conditions with which you must comply 
as a term of this offer are set out in the Grid Code. 
Additional or different technical conditions set out 
in the Appendices to the supplemental Agreement are 
set out in Section A.

7.	This offer is open for acceptance according to the terms of 
Clause 11 of the Master Agreement and Transmission Licence.  
Please note your right to make an application to the 
Director to settle the terms of the Offer pursuant to 
Condition 10CI of the Transmission Licence.

8.	If you have not yet entered into a Master Agreement 
with us please note that in your application you have 
undertaken to be bound by the Grid Code and that the 
provisions of the Grid Code bind you until this offer 
lapses.

9.	To accept this offer, please execute and return the 
[Accession Agreement and] Supplemental Agreement [Interface 
Agreement] attached to this offer as Section A. Subject to 
the provisions of paragraph 7 above NGC will then itself 
execute the Agreement(s). THE AGREEMENTS ARE ONLY EFFECTIVE 
IN ACCORDANCE WITH THEIR TERMS ONCE THEY HAVE BEEN EXECUTED 
BY NGC.


10.	All communications in relation to this offer must, in the 
first instance, be directed to the Commercial Department of 
NGC for the attention of [description].

Yours faithfully,



 ...................................
for and on behalf of
The National Grid Company PLC



SECTION A
FORM OF SUPPLEMENTAL AGREEMENT

SECTION B
FORM OF INTERFACE AGREEMENT



SECTION C
USERS LAND








EXHIBIT 9

                      USE OF SYSTEM APPLICATION (GENERATORS)

                                    NOTES

PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING 
THIS APPLICATION FORM.

1.  NGC requires the information requested in this application 
form for the purposes of preparing  an offer (.the Offer.) to 
enter into an agreement for use of the NGC Transmission System in 
accordance with Condition 10(B) of the NGC Transmission Licence. 
It is essential that the Applicant should supply all information 
requested in this application form and that every effort should 
be made to ensure that such information should be accurate. 

Please note that certain expressions which are used in this 
application form are defined in the glossary of definitions 
(contained in Schedule 2 to the Master Agreement) and when this 
occurs the expressions have capital letters at the beginning of 
each word.

2.  Should NGC consider that any information provided is 
incomplete or unclear or should NGC require further information 
in order that it may prepare the Offer, the Applicant will be 
requested to provide further information or clarification.

3.  Should there be any change in any information provided by the 
Applicant after it has been submitted to NGC, the Applicant must 
immediately inform NGC of such a change.

4.  The effective date upon which the application is made shall 
be the date when NGC is reasonably satisfied that the Applicant 
has completed Sections A-D. NGC shall notify the Applicant of 
such date.

5.  NGC will make the Offer in accordance with the terms of 
Clauses 11 and 12 of the Master Agreement and the NGC 
Transmission Licence.

6.  NGC will make the Offer as soon as is reasonably practicable 
and in any event within 3 months of the effective date of the 
application or such later period as the Director agrees to. The 
offer may, where it is necessary to carry out additional 
extensive system studies to evaluate more fully the impact of the 
proposed development, indicate the areas that require more 
detailed analysis. Before such additional studies are required, 
the Applicant shall indicate whether it wishes NGC to undertake 
the' work necessary to proceed to make a revised offer within the 
3 month period or, where relevant the timescale consented to by 
the Director. To enable NGC to carry out any of the above 
mentioned necessary detailed system studies the Applicant may, at 
the request of NGC, be required to provide some or all of the 
Detailed Planning Data listed in Part 2 of the Appendix to the 
Planning Code which is part of the Grid Code.

7.  If the Applicant has not already entered into a Master 
Connection and Use of System Agreement with NGC the Applicant 
will be required as part of this Application Form to undertake 
that he will comply with the provisions of the Grid Code for the 
time being in force. Copies of the Grid Code and the Master 
Connection and Use of System Agreement are sent with this 
application form and the Applicant is advised to study them 
carefully. Further copies are available on payment of NGC's 
reasonable copying charges, postage and packing. Data submitted 
pursuant to this application shall be deemed submitted pursuant 
to the Grid Code.

8.  	NGC's Offer will be based to the extent appropriate upon its 
standard form terms of Connection Offer a copy of which is 
attached and the statement of charges issued by NGC under 
Condition 10 of NGC's Transmission Licence. The Applicant should 
bear in mind NGC's standard form terms of offer when making this 
application

9.  In particular please note that NGC may require as a condition 
of the Offer, that the Applicant's Plant or Apparatus should meet 
or provide some or all of the technical requirements set out in 
the Appendices of the draft Supplemental Agreement attached to 
NGC's standard form terms of offer and may propose that the 
Applicant's Plant or Apparatus should have the capability to 
provide Agreed Ancillary Services.

10  Please complete this application form in black print and 
return it duly signed to [name of contact] at the Commercial 
Department, NGC, National Grid House, Sumner Street, London, SE1 
9JU (Telephone No. [	]).

USE OF SYSTEM APPLICATION

1.  We hereby apply to use the NGC Transmission System from our 
connection to [    ] 	Distribution System.

2.  We will promptly inform NGC of any change in the information 
given in this Application as quickly as practicable after 
becoming aware of any such change.

3.  If we have not already signed a Master Agreement or Accession 
Agreement we undertake for 	the purposes of this Application to be 
bound by the terms of the Grid Code from time to time 	in force 
and to sign an Accession Agreement.

Signed:

 .................................................
For and on behalf of the Applicant

Date:...................................

APPLICATION FOR USE OF SYSTEM

A.  DETAILS OF APPLICANT

1.  Name:	
	................................................................
	................................................................

2.  Address:
	................................................................
 ................................................................
 ................................................................

3.  Registered Office/Address:
 ................................................................
 ................................................................
 ................................................................
 ................................................................

4.  Name, title and address of contacts for the purposes of this
application, giving description of the field of responsibility 
of each person:
 ................................................................
 ................................................................
 ................................................................

5.  If Applicant is an agent, please give name(s) and 
address(es) of person(s) for whom the Applicant is acting:
 ................................................................
 ................................................................
 ................................................................


B. THE PROPOSED POINT OF CONNECTION TO A DISTRIBUTION SYSTEM

1.  Please identify (preferably by reference to an extract from 
Ordnance Survey Map) the intended location of the Plant and 
Apparatus ("the User Development") which it is desired should be 
connected to the Distribution System.

 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................

2.  If you believe that a new sub-station will be needed, please 
indicate by reference to a plan your suggested location for it.

 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................

3.  Please provide details of the values and methods of 
calculation of liquidated damages to be payable by NGC if any 
proposed NGC Reinforcement Works are delayed or not completed 
through NGC's fault.

 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................
 .................................................................

C.  TECHNICAL INFORMATION

1.  Please provide the data listed in Part 1 of the Appendix to 
the Planning Code. Note: the data concerned form part of the 
Planning Code and Data Registration Code. Applicants should refer 
to these sections of the Grid Code for an explanation.

2.  Please provide a copy of your Safety Rules if not already 
provided to NGC.

3.  Please indicate any terms which you are prepared to offer 
for:

(a)  Black Start Capability
(b)  Gas Turbine Unit Fast Start
(c)  Synchronous Compensation
(d)  Pumped Storage Unit Spinning-in-Air
(e)  Pumped Storage
(f)  Pumped Storage Plant Fast Start from Standstill
(g)  Demand Reduction
(h)  Adjustment to Pumped Storage Unit Pumping Programme
(i)  Hot Standby

D.  PROGRAMME


Please provide a suggested construction on programme in bar chart 
form for the construction works necessary to install the User 
Development indicating the anticipated date when the connection 
will be required to be made.






EXHIBIT 10

                      USE OF SYSTEM APPLICATION (SUPPLIERS)


                                     NOTES

PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING 
THIS APPLICATION FORM.

1.  NGC requires the information requested in this application 
form for the purposes of preparing an offer (.the Offer.) to 
enter into an agreement for use of the NGC Transmission System in 
accordance with Condition 10(B) of the NGC Transmission Licence. 
It is essential that the Applicant should supply all information 
requested in this application form and that every effort should 
be made to ensure that such information should be accurate.

Please note that certain expressions which are used in this 
application form are defined in the glossary of definitions 
(contained in Schedule 2 to the Master Agreement) and when this 
occurs the expressions have capital letters at the beginning of 
each word.

2.  Should NGC consider that any information provided is 
incomplete or unclear or should NGC require further information 
in order that it may prepare the Offer, the Applicant will be 
requested to provide further information or clarification.

3.  Should there be any change in any information provided by the 
Applicant after it has been submitted to NGC, the Applicant must 
immediately inform NGC of such a change.

4.  The effective date upon which the application is made shall 
be the date when NGC is reasonably satisfied that the Applicant 
has completed Sections A and B. NGC shall notify the Applicant of 
such date.

5.  NGC will make the Offer in accordance with to the terms of 
Clauses 11 and 12 of the Master Agreement and the NGC 
Transmission Licence.

6.  NGC will make the Offer as soon as is reasonably practicable 
and in any event within 3 months of the effective date of the 
application or such later period as the Director agrees to.

7.  If the Applicant has not already entered into a Master 
Connection and Use of System Agreement with NGC the Applicant 
will be required as part of this Application Form to undertake 
that he will comply with the provisions of the Grid Code for the 
time being in force. Copies of the Grid Code and the Master 
Connection and Use of System Agreement are sent with this 
application form and the Applicant is advised to study them 
carefully. Further copies are

8.  Please complete this application form in black print and 
return it duly signed to [name of contact] at the Commercial 
Department, NGC, National Grid House, Sumner Street, London, SEI 
9JU (Telephone No.
[    ] ).1.

USE OF SYSTEM APPLICATION

1.  We hereby apply to use the NGC Transmission System.

2.  We will promptly inform NGC of any change in the information 
given in this Application as quickly as practicable after 
becoming aware of any such change.

3.  If we have not already signed a Master Agreement or 
Accession Agreement we undertake for the purposes of this 
Application to be bound by the terms of the Grid Code from time 
to time in force and to sign an Accession Agreement.


Signed:

 ..................................................
For and on behalf of the Applicant


Date:  ....................................

NGC - APPLICATION FOR A NEW CONNECTION

A.  DETAILS OF APPLICANT

1. 
Name:.....................................................
 ..........................................................
 .................
 ..........................................................
 ..........................................................
 ...........................


2.  
Address:..................................................
 ..........................................................
 ................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................


3.  Registered Office/Address:

 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................

4.  Name, title and address of contacts for the purposes 
of this application, giving
description of the field of responsibility of each person:

 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................



5.  If Applicant is an agent, please give name(s) and 
address(es) of person(s) for whom the Applicant is acting:

 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................
 ..........................................................
 ..........................................................
 ...........................



B.  DATA REQUIREMENTS

Please provide the data required under Appendix E, A, C 
and D as appropriate of Supplemental Agreement Type 5 upon 
which our terms of offer of use of system will be based.







EXHIBIT 11

                  MODIFICATION APPLICATION

                          NOTES

PLEASE STUDY THE FOLLOWING NOTES BEFORE COMPLETING AND SIGNING 
THIS APPLICATION FORM.


1. NGC requires the information requested in this application 
form for the purposes of preparing an offer ("the Offer") of 
terms for the construction of a proposed Modification and for 
the variation of the existing Supplemental Agreement covering 
the Connection Site affected by the Modification. It is 
essential that the Applicant should supply all information 
requested in this application form and that every effort should 
be made to ensure that such information should be accurate.

Please note that certain expressions which are used in this 
application form are defined in the glossary of definitions 
(contained in Schedule 2 to the Master Agreement) and when this 
occurs the expressions have capital letters at the beginning of 
each word.

2. Should NGC consider that any information provided is 
incomplete or unclear or should NGC require further information 
in order that it may prepare the Offer, the Applicant will be 
requested to provide further information or clarification.

3. Should there be any change in any information provided by the 
Applicant after it has been submitted to NGC, the Applicant 
must immediately inform NGC of such a change.

4. NGC shall charge the Applicant and the Applicant shall pay to 
NGC NGC's Engineering Charges in relation to the application. 
An advance will be charged by NGC which will be reasonable in 
all the circumstances.  No application will be considered until 
such advance has been paid.  The balance of the NGC Engineering 
Charges shall be notified and invoiced by NGC to the Applicant 
together with a breakdown of such charges and the Applicant 
shall pay the same within 28 days of the date of NGC's invoice. 
If NGC does not make an Offer to the Applicant in accordance 
with the NGC Transmission Licence otherwise than by reason of 
withdrawal of the application by the Applicant NGC will return 
the charges to the Applicant. NGC will deduct from the 
Connection Charges and/or Use of System Charges payable during 
the first 3 years following the Practical Completion Date of 
the Modification any NGC Engineering Charges paid by the 
applicant in 3 equal instalments. In the event that the advance 
and any other payments exceed the appropriate NGC Engineering 
Charges the excess shall be repaid forthwith to the Applicant.


5. The effective date upon which the application is made shall be 
the later of the date when NGC has received the application fee 
under Paragraph 4 above and the date when NGC is reasonably 
satisfied that the Applicant has completed Sections A-D. NGC 
shall notify the Applicant of such date.

6. NGC will make the Offer in accordance with the terms of 
Clauses 10 and 12 of the Master Agreement and the NGC 
Transmission Licence.

7. NGC will make an Offer as soon as is reasonably practicable 
and in any event within 3 months of the effective date of the 
application or such later period as the Director agrees to. The 
Offer may, where it is necessary to carry out additional; I 
extensive system studies to evaluate more fully the impact of 
the proposed development, indicate the areas that require more 
detailed analysis. Before such additional studies are required, 
the Applicant shall indicate whether it wishes NGC to undertake 
the work necessary to proceed to make a revised offer within 
the 3 month period or, where relevant the timescale consented 
to by the Director. To enable NGC to carry out any of the above 
mentioned necessary detailed system studies the Applicant may, 
at the request of NGC, be required to provide some or all of 
the Detailed Planning Data listed in Part 2 of the Appendix to 
the Planning Code which is part of the Grid Code.

8. Data submitted pursuant to this application shall be deemed 
submitted pursuant to the Grid Code.

9. NGCs Offer will to the extent appropriate be based upon its 
standard form terms of Modification Offer a copy of which is 
attached and the statement of charges issued by NGC under 
Condition 10 of NGCs Transmission Licence. The Applicant should 
bear in mind NGCs standard form terms of offer when making this 
application.

10. Please complete this application form in black print and 
return it duly signed to [name of contact] at the Commercial 
Department, NGC, National Grid House, Sumner Street, London, 
SKI 9JU (Telephone No. []).



MODIFICATION APPLICATION

1. We hereby apply to modify our connection to the NGC 
Transmission System at [   ] Connection Site.  We agree to 
pay NGCs Engineering Charges on the terms specified in the 
Notes to the Connection Application.

2. We will promptly inform NGC of any change in the information 
given in this Application as quickly as practicable after 
becoming aware of any such change.













Signed:


____________________________
For and on behalf of the Applicant




Date: ______________________
























MODIFICATION- APPLICATION



A.DETAILS OF APPLICANT

1. 	Name:   
___________________________________________________ -
	_____________________________


	2.	Address:  
_________________________________________________ -

	
	_________________________________________________ -

 	
	________________________________________________ -

	
	_________________________________________________ -

				___________

	
	3.	Registered Office/Address:

	
	_________________________________________________________
_ -

	
	_________________________________________________________
_ -

	
	_________________________________________________________
_ -
		
	
	_________________________________________________________
_ -

		____________


4.	Name, title and address of contacts for the purposes 
of this application, giving description of the field 
of responsibility of each person:

	
	____________________________________________________
 -

	____________________________________________________
 -

	____________________________________________________
 -

	
 ____________________________________________________ 
-

	____________________________________________________
 -

	____________________________________________________
 - 

	_________________

	

	
5.	If Applicant is an agent, please give name(s) and 
address(es) of person(s) for  whom the Applicant is 
acting:

	
	____________________________________________________________ -

	
	____________________________________________________________ -

	
	_____________________________________________________________ -

	
	_____________________________________________________________ -

		____________________


B.	THE CONNECTION SITE TO BE MODIFIED

1.	Please identify by name the Connection Site at which the 
Modification is to be undertaken.

	
	_______________________________________________________________________ - 

	
	_______________________________________________________________________ -

	
	_______________________________________________________________________ -

		________________
	


2.	Give details of the rights in any additional land which you 
are proposing to acquire at the Connection Site (to include 
leasehold and freehold interests) so as to undertake the 
modification.

	_____________________________________________________________________ -

	____________________
	

3.	What space is available on the Connection Site for  working 
storage and accommodation areas for NGC contractors?  If so, 
please indicate by reference to a plan the location of such 
areas, giving the approximate dimensions of  the same.

	_____________________________________________________________________ -

	_____________________________________________________________________ -

	_________________


4.	Please provide details (including copies of any surveys or 
reports) of the physical nature of any additional land the 
subject to your answer to Question 2 above including the 
nature of the ground and the sub-soil including the results 
of the following tests:-

	


[NGC to specify]

	_____________________________________________________________________ -

	___________________________________________



5.	Please give details and provide copies of all existing 
relevant planning and other consents (statutory or 
otherwise) held by you relating to the Connection Site or 
the Modification and/or details of any pending applications 
for the same.

	______________________________________________________________________ -

	_______________________________________________________________________

	_______________________________________

	
6.	Please provide details of the values and methods of 
calculation of liquidated damages to 

be payable by NGC if the proposed works are delayed or not 
completed through NGC's 

fault.

______________________________________________________________________ -

_______________________________


7.	Please indicate what, if any, of the necessary 
construction works necessary for the 	Modification you 
would like NGC to conduct upon your behalf.

C.		TECHNICAL INFORMATION

1.	Please provide full details of the proposed 
Modification together with the relevant Standard 
Planning Data as listed in Part I of the Appendix to 
the Planning Code to the extent that the data will 
change from previously submitted Committed Project 
Planning Data or Connected Planning Data as a result 
of the proposed Modification. Note: the data 
concerned form part of the Planning Code and Data 
Registration Code. Applicants should refer to these 
sections of the Grid Code for an explanation.

D.	PROGRAMME

	Please provide a suggested construction programme in 
bar chart form for the construction works necessary 
to install the Modification (not the NGC Assets 
needing to be installed) indicating the anticipated 
date when the connection will be required to be made.








EXHIBIT 12

                     MODIFICATION OFFER

Date: [			]

Dear Sirs,

We refer to your application dated [       ] for a Modification 
for your proposed development at [        ] and to [here list 
other documents submitted by applicant in support of his 
application together with any relevant NGC communications 
relating to the application] and now set out below our offer for 
the Modification.  Please note that certain expressions which are 
used in this offer are defined in the glossary of definitions 
(contained in Schedule 2 to the Master Agreement) and when this 
occurs the expressions have capital letters at the beginning of 
each word.

1.	NGC offers to enter into an agreement covering the 
construction of the Modification in the terms set out in 
Section A and to vary the Supplemental Agreement covering 
the Connection Site as specified in Section B.

2.	This offer has been prepared upon the basis that you have or 
will obtain the legal estate which you expressed as your 
intention in the said application in the land described in 
Section C.

3.	If so indicated by a tick in the relevant box you are 
required to enter into a bond in the sum of [     ] pounds in a 
form approved by NGC such approval not to be unreasonably 
withheld or delayed.

4.	The technical conditions with which you must comply as a 
term of this offer are set out in the Grid Code. Additional 
or different technical conditions set out in the Appendices 
to the Supplemental Agreement are set out in Section A 
and/or Section B.

5.	This offer is open for acceptance according to the terms of 
Clause 10 of the Master Agreement and the Transmission 
Licence. Please note your right to make an application to 
the Director to settle the terms of the Offer pursuant to 
Condition 10CI of the Transmission Licence.

6.	To accept this offer, please execute and return the 
agreements attached to this offer as Section A and Section 
B.  Subject to the provisions of paragraph 7 above NGC will 
then itself execute the Agreement(s).  THE AGREEMENTS ARE 
ONLY EFFECTIVE IN ACCORDANCE WITH THEIR TERMS ONCE THEY HAVE 
BEEN EXECUTED BY NGC.

7.	All communications in relation to this offer must, in the 
first instance, be directed to the Commercial Department of 
NGC for the attention of [description].

						Yours faithfully,




						________________
						for and on behalf of
						The National Grid Company PLC

SECTION A

AGREEMENT FOR CONSTRUCTION WORKS


SECTION B

FORM OF VARIED SUPPLEMENTAL AGREEMENT


SECTION C

USERS LAND







EXHIBIT 13

                  MODIFICATION NOTIFICATION

1.	This Modification Notification is issued by NGC pursuant to 
Clause 10.3.1 to the Master Agreement.  The User has certain 
rights under Clause 10.3 and is advised to consider whether 
it wishes to avail itself to such rights upon receipt of 
this Modification Notification.

2.	NGC proposes to make the Modification to the NGC 
Transmission System set out below:-

3.	NGC reasonably believes that you may have to carry out the 
following works as a result of the proposed Modification:-


4.	The latest date upon which you may apply to the Director 
under Condition 10C of the Transmission Licence is [date: to 
be supplied by NGC, subject to Clause 10.3.2 of the Master 
Agreement.]


Dated:

Signed for and on behalf of
The National Grid Company Plc


DATED ______________ 1990

THE NATIONAL GRID COMPANY PLC	(1)

and

_______________________________	(2)

AGREEMENT FOR PAYMENT BY NGC FOR ANCILLARY SERVICES

NOTE:  THIS IS A "STANDARD FORM" FOR ALL ANCILLARY SERVICES AND 
WILL REQUIRE AMENDMENT TO REFLECT THE ACTUAL SERVICES PROVIDED BY 
THE GENERATOR IN QUESTION

CONTENTS

Clause		Title

1.		Definitions and Interpretation
2.		Commencement and Term
3.		Reactive Power
4.		Future Method of Paying for Reactive Energy
5.		Canceled Starts
6.		Hot Standby
7.		Frequency Response
8.		Black Start Capability
9.		Payment
10.		Limitation of Liability
11.		Metering
12.		Termination
13.		Assignment
14.		Confidentiality for NGC and its Subsidiaries
15.		Confidentiality for the Generator
16.		Additional Costs
17.		Waiver
18.		Notices
19.		Counterparts
20.		Variations
21	 	Dispute Resolution
22.		Jurisdiction
23.		Governing Law
24.		Severance of Terms
25.		Entire Agreement

Schedule A	Term of the Agreement for Commercial Ancillary Services 
and periods of notice
Schedule B	Form of Amending Agreement
Schedule C	Charging Principles
Schedule D	Reactive Power
Schedule E	Frequency Response
Schedule F	Fast Starts and Load Reduction
Schedule G	Black Start
Schedule H	Notices
Schedule I	Indexation Formulae
Schedule J	Definitions
Schedule K	Canceled Start and Hot Standby


THIS AGREEMENT is made the         day of                    1990 
BETWEEN: - 

THE NATIONAL GRID COMPANY PLC a company registered in England with 
Number 2366977 whose registered office is at national Grid House, 
Sumner Street, London SE1 9JU ("NGC" which expression shall 
include its permitted successors and/or assigns). 

[NP] [POWERGEN] [PUMPED STORAGE] [NUCLEAR ELECTRIC] [OTHERS] 
 ....(the "Generator" which expression shall include its permitted 
successors and/or assigns).

WHEREAS:-

For the purposes of the operation and use of the NGC Transmission 
System, the Grid Code the Master Connection Agreement and the 
Supplemental Agreements require that certain Ancillary Services be 
provided by the Generator.

NGC has agreed to pay for such Ancillary Services at the rates and 
prices and in the manner hereinafter set out.

NOW IT IS HEREBY AGREED as follows:-

DEFINITIONS AND INTERPRETATION

In this Agreement unless the subject matter or context otherwise 
requires or is inconsistent therewith, the definitions set out in 
Schedule J shall apply.

In this Agreement:-

except where the context otherwise requires, references to a 
particular Sub-Clause, Clause, Paragraph or Schedule shall be a 
reference to that Sub-Clause, Clause, Paragraph or Schedule in or 
to this Agreement; 

the table of contents and headings are inserted for convenience 
only and shall be ignored in construing this Agreement; 

references to the words "include" or "including" are to be 
construed without limitation; except where the context otherwise 
requires, any reference to 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; 

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

except where the context otherwise requires, any reference to 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.

COMMENCEMENT AND TERM

This Agreement shall come into effect on the Effective Date and 
shall continue in force and effect as follows: -

in respect of System Ancillary Services until terminated pursuant 
to the terms of this Agreement; 

in respect of Commercial Ancillary Services, for the respective 
period or periods from the Effective Date shown in Schedule A for 
the particular Generating Units and Ancillary Services there set 
out unless in any case terminated earlier pursuant to the terms of 
this Agreement.

If at any time after the Effective Date the Parties enter into a 
Supplemental Agreement in relation to a New Connection Site or a 
variation to a Supplemental Agreement following a Modification to 
an existing Connection Site which in either case (either by 
agreement or pursuant to an obligation under the Grid Code) 
requires the Generator to provide Ancillary Services of any kind 
to NGC, the Parties shall at the same time enter into an agreement 
in the form set out in Schedule B amending this Agreement to 
reflect the terms agreed as to the payments to be made by NGC for 
the Ancillary Services concerned.

At least three months prior to the date when this Agreement 
expires by effluxion of time in respect of any Commercial 
Ancillary Service from a Generating Unit, the Parties shall 
discuss the price payable and the period for which such price will 
be payable for such and Ancillary Service with effect from such 
date.  Provided that the Parties reach agreement prior to such 
date this Agreement will be amended accordingly; otherwise this 
Agreement will expire in respect of that Commercial Ancillary 
Service from the Generating Unit concerned on such expiry date.

Price Adjustment

The rates, prices and indexation formulae set out in this 
Agreement for System Ancillary Services shall be reviewed as at 
and (if appropriate) adjusted as from each Review Date during the 
term of this Agreement.

The Parties shall endeavour to agree the amount of any such 
adjustment to the rates and prices and any adjustment to the 
indexation formulae and in endeavouring to agree such adjustments 
they shall have regard to the Charging Principles set out in 
Schedule C.

If the adjustment to the rates, prices or indexation formulae 
shall not have been so agreed between the Parties three months 
before the Relevant Review Date (whether through failure or 
omission to agree or to negotiate or to initiate any negotiations 
or any other cause) either Party may at any time (whether before 
or after the Relevant Review Date) by notice in writing to the 
other party require any adjustment not so agreed to be determined 
by arbitration pursuant to Clause 21.

If any adjustment to the rates, prices and indexation formulae (or 
any of them) has not been ascertained (by agreement or 
determination) by the Relevant Review Date in accordance with the 
provisions of Sub-Clauses 2.4 to 2.6, NGC shall pay to the 
Generator for any interval between the Relevant Review Date and 
the date when such rates, prices or indexation formulae have been 
ascertained as aforesaid sums for Ancillary Services calculated at 
the corresponding rates and prices applicable during the period 
immediately preceding the Relevant Review Date.  Upon any 
adjustment to the rates, prices and indexation formulae (or any of 
them) being ascertained as aforesaid any additional amount or 
reduced amount payable or repayable for the period commencing on 
the Relevant Review Date and ending on the date when the rates, 
prices or indexation formulae concerned shall have been 
ascertained shall be paid by NGC to the Generator (or deducted by 
NGC from the sum otherwise due to the Generator) together with 
interest on the additional amounts which would have been payable 
(or the amounts by which the payments would have been reduced) had 
the adjustment been ascertained at the Relevant Review Date at the 
rate applicable to overdue payments provided in Clause 9.

On each occasion that the rates, prices and indexation formulae 
are ascertained pursuant to the provisions of this Clause, the 
Parties shall enter into an amending agreement in the form set out 
in Schedule B recording the revised rates, prices and indexation 
formulae so ascertained.

Save in respect of System Ancillary Services in a year when rates 
and prices are to be reviewed under Sub-Clauses 2.4 to 2.7, the 
rates and prices set out in this Agreement shall be adjusted as at 
and as from 1st April each year ("the Indexation Date") or at such 
other intervals and as at and as from such other dates as NGC may 
in its sole discretion agree during the term of this Agreement.  
Such adjustment shall be calculated by the application of the 
formulae set out in Schedule I. 

REACTIVE POWER

Subject to Sub-Clauses 3.9 and 3.10, NGC shall pay the Generator 
for producing Reactive Power from a Generating Unit in accordance 
with the Grid Code SDC the sums calculated by reference to the 
amounts shown in Schedule D Part 1 in relation to that Generating 
Unit.

The Parties agree that the provision of Sub-Clause 3.1 represent 
an interim arrangement for paying for Reactive Power pending 
implementation of the payment regime referred to in Clause 4.

Synchronous Compensation

Subject to Clause 3.13, NGC shall pay the Generator for producing 
Reactive Power by means of Synchronous Compensation in accordance 
with instructions issued under the Grid Code SDC (in addition to 
the sum payable under Clause 3.1) the following amounts for each 
Generating Unit:-

in respect of each Synchronous Compensation Start-Up of the 
Generating unit concerned a sum equal to the Start-Up Price 
contained in the Generator's Generation Offer prices for the 
Schedule Day in which the Start-Up for Synchronous Compensation 
occurs; and

an amount calculated by reference to the figures in Schedule D 
Part 2 for the operating time spent in response to the instruction 
for Synchronous Compensation, being the time expressed in minutes 
from Synchronisation to Desynchronisation. 

Opportunity Costs

As soon as the Generator becomes aware that any Generating Unit 
falls below the standard of Reactive Power capability required by 
the Grid Code, or where relevant, the capability specified in the 
applicable Supplemental Agreement, the Generator may notify NGC in 
writing to that effect.  In that event the Parties shall discuss 
the matter and the Generator shall submit in writing to NGC for 
approval the date and time by which the Generator shall have 
brought the Generating Unit concerned to a condition where it 
complies with such Reactive Power capability.  NGC shall not 
unreasonably withhold or delay its approval of the Generator's 
proposed date and time.  Should NGC not approve the Generator's 
proposed date or time (or any revised proposal) the Generator 
shall amend such proposal having regard to any comments NGC may 
have made and re-submit it for approval.

If, in consequence of the approval by NGC of any proposal made by 
the Generator pursuant to the Grid Code OC 5.5.1.8 or Sub-Clause 
3.4, the Generator shall take or keep a Generating Unit out of 
service for any period other than:-

(a)	an outage period identified pursuant to the Grid Code OC 2 as 
at the time when:-

the default was first notified to NGC under Sub-Clause 3.4; or

the Generating Unit concerned was determined pursuant to the Grid 
Code OC 5.5.1.8 not to have the Reactive Power capability required 
by the Grid Code or, where relevant, the capability specified in 
the applicable Supplemental Agreement; or 

(b) 	any adjustment by up to four weeks of such previously 
identified outage period without affecting the duration of such 
period; or 

(c) 	the period first requested by the Generator under OC 5.5.1.8 
or Sub-Clause 3.4, for the purpose of the repair, maintenance, 
renewal, modification or replacement of equipment needed to enable 
the Generator to comply with the terms of the approved proposal, 
NGC shall pay to the Generator 50 percent of the amount of any 
opportunity costs the Generator may incur as a direct result of 
the Generating Unit being out of service for the period concerned.

If the Generator intends to carry out any work of repair, 
maintenance, renewal, modification or replacement ("the Concurrent 
Work") other that the repair, maintenance, renewal, modification 
or replacement referred to in Sub-Clause 3.5 in connection with 
the Generating Unit concerned during the period referred to and 
for the purposes referred to in Sub-Clause 3.5, it shall forthwith 
notify NGC of such intention.  If the carrying out of the 
Concurrent Work is likely to reduce the length of any outage 
identified pursuant to the Grid Code OC 2 as at the time referred 
to in Sub-Sub-Clause 3.5(a) for the Generating unit concerned, the 
sum payable to the Generator under Sub-Clause 3.5 shall be reduced 
by such sum as is equal to 50 percent of the net present value of 
the forecast opportunity cost saving, as determined, in the 
absence of agreement, by arbitration in accordance with Clause 21.

The opportunity costs for each day of any outage referred to in 
Sub-Clause 3.5 (and to which the percentage figure referred to 
shall be applied) shall be calculated in the following manner:-

If "N" is non-zero, calculate the average bid price ("ABP") during 
the Reference Period:-

FORMULA

RP 	is the sum over all Settlement Periods during the Reference 
Period for which Genset Declared Availability (XAij) is not zero;

"N" 	is the number of such Settlement Periods where XAij is non-
zero;

If "M" is non-zero, calculate the Average Genset Price ("AGSP") 
during the Reference Period.

FORMULA

RP 	is the sum over all Settlement periods during the Reference 
Period for which Genset Unconstrained Generation (Uij) is not 
zero;

"M" 	is the number of such Settlement Periods where Uij is non-
zero; Calculate opportunity costs ("OC") in accordance with the 
appropriate one of the following formulae:-

if M equals zero and N equals zero for the Reference Period;

FORMULA

if M equals zero and N does not equal zero for the Reference 
Period; 

FORMULA

if M does not equal zero for the Reference Period; 

FORMULA

In this Sub-Sub-Clause 3.7(c)    means the sum over all Settlement 
Periods of any 

                                                 j

Settlement Day that the Generating unit concerned is out of 
service.

(d) 	In this Sub-Clause the following terms shall have the 
following meanings:-

"Genset Bid Price"	the meaning attributed to it in the Pool 
Rules; 

"Genset Price"	the meaning attributed to it in the Pool Rules;

"GRC"	MW rating of the Generating Unit concerned as 
recorded under the 	Data Registration Code of the Grid Code;

"i"	refers to a Generating Unit; 

"j"	refers to an integrated value over a Settlement 
Period; 

"LOLP" 	Loss of Load Probability as defined in the Pool 
Rules; 

"max"	the value of the largest data item in that set; 

"Reference Period"	a period of 30 Settlement Days immediately 
before notification under 	Sub-Clause 3.4 or the date when the 
Generating unit first failed to 	pass the Reactive Power Test 
under the Grid Code;

"SMP"	System Marginal Price as defined in the Pool 
Rules; 

"SPD"	Settlement Period Duration, being the duration in 
decimal hours of a 	standard Settlement Period; 

"VLL"	Value of Lost Load as defined in the Pool Rules.

The parties agree that there is no presumption arising from the 
foregoing that Sub-Clauses 3.4 to 3.7 inclusive shall apply to 
Generating Units not listed in Schedule D, Part 1.

Default by Generator

If a Generating Unit fails to provide Reactive Power in accordance 
with instructions issued under the Grid Code, then subject to Sub-
Clause 3.10 the Generator shall not be entitled to payment under 
Sub-Clause 3.1 for the Generating Unit concerned in respect of the 
half hour when the failure occurred.

If the failure by the Generator to provide Reactive Power in 
accordance with instructions issued under the Grid Code shall be a 
partial failure, NGC shall pay to the Generator for the Generating 
Unit concerned in respect of the half hour when the failure 
occurred the sum payable under Sub-Clause 3.1 reduced by the 
application of the following formula:-

FORMULA

where	"registered MV AR"	=	MV Ar capacity of the 
Generating Unit concerned at GRC 
(as defined in Sub-Clause 3.7) 
taken from the charts submitted by 
the 	Generator pursuant to the Grid 
Code OC 2.4;

	"Actual MV Arh"	=	the recorded half hourly integrated 
MV Ar output for the Generating 
Unit concerned averaged between the 
two sets of data referred to in 
Sub-Sub-Clauses 3.11(a) and (b) 
respectively or if only one set of 
such data is available, that set.

The failure or partial failure referred to in Sub-Clauses 3.9 and 
3.10 shall be deemed to have occurred if:-

NGC Control Room Voltage and MV Ar metering; and 

readings from Power Station voltage and MV Ar metering,

show that:-

voltage was below the target voltage (to an accuracy of 0.5 
percent) instructed pursuant to the Grid Code or the Generating 
unit concerned was instructed to full lagging Reactive Power 
output and the lagging Reactive Power output (to an accuracy of 5 
percent) was less than the Registered MV Ar; or

voltage was above the target voltage (to an accuracy of 0.5 
percent) instructed pursuant to the Grid Code of the Generating 
Unit concerned was instructed to full leading Reactive power 
output and the leading Reactive Power output (to an accuracy of 5 
percent) was less than the Registered MV Ar.

NGC shall have the right at any time to call for the prompt 
production of the data referred to in Sub-Sub-Clause 3.11(b) upon 
production of NGC's own data indicating that a failure or partial 
failure to provide Reactive Power has occurred.

If the Generator fails to provide any Reactive Power within ten 
minutes of the time of an instruction to provide Reactive Power by 
means of Synchronous Compensation NGC shall forthwith notify the 
Generator to that effect and the Generator shall be deemed to have 
failed to comply with the instruction and shall not be entitled to 
any payment under Sub-Sub-Clause 3.3(i).

NGC's right to withhold or reduce payment shall be NGC's sole 
remedy against the Generator under this Agreement in respect of 
failure to provide Reactive Power but shall be without prejudice 
to any other rights NGC may have against the Generator under the 
Grid Code and/or the Master Connection Agreement and/or any 
Supplemental Agreement.  

FUTURE METHOD OF PAYING FOR REACTIVE ENERGY

The Parties agree that, as from the end of a period of six months 
following the FMS Date, or as from the next Review Date following 
the FMS date if this be earlier, the monthly payment provided for 
by Clauses 3.1 and 3.3 will be replaced by a charge based upon the 
metered output (to the extent instructed and to accuracies to be 
agreed) of Reactive Energy from that Generating Unit, adjusted as 
appropriate to derive the Reactive Energy delivered to the NGC 
Transmission System or the relevant User System as the case  may 
be.  The charge shall be calculated in accordance with the 
following formulae:-

For Lagging Reactive Energy:-

FORMULA

"y"	means the payment in pounds per half hour for Lagging 
Reactive Energy;

"a"	means a sum to be agreed between NGC and the Generator; and 

"x"	means 2 x half hourly integrated lagging MV Ar output 
		----------------------------------------------------
--------
		maximum lagging MV Ar output at rated MW

For Leading Reactive Energy:-

FORMULA

"z"	means the payment in pounds per half hour for leading 
Reactive Energy; 

"B"	means a sum to be agreed between NGC and the Generator; 

"w"	means 2 x 	half hourly integrated leading MV Ar 
output
		----------------------------------------------------------
		maximum leading MV Ar output at rated MW

The Parties will negotiate with a view to agreeing the detailed 
calculations for the new payment having regard to the Charging 
Principles set out in Schedule C.  If agreement is reached, 
Clauses 3 and 4 and Schedule D will be amended accordingly.  If 
the Parties are unable to reach agreement with 28 days of either 
Party serving on the other notice of its intention to refer the 
matter to arbitration either Party may refer the matter to 
arbitration for determination pursuant to Clause 21.

CANCELLED STARTS

In this Clause and in Clause 6 the following terms shall have the 
following meanings:-

"NTS" at any time, the appropriate period (in minutes) required to 
Synchronise as notified by the Generator to NGC in accordance with 
the Grid Code  DRC:

"NTS Start Time" the point in time calculated by subtracting NTS 
from t2;

"t1" the time, given in the instruction to come to Hot Standby, 
when the state of Hot Standby is to be achieved;

"t2" the time specified in an instruction to Synchronise, at which 
readiness to Synchronise is to be achieved;

"t3" the time when the Cancellation Instruction was issued; 

"SUP" the Start-Up Price bid by the Generator for the Generating 
Unit in questions for the Schedule Day when the Cancellation 
Instruction was issued;

"H" the factor (expressed as a decimal and set out in schedule K, 
Part 2) by which the Start-Up Price bid by the Generator for the 
Generating Unit in question for the Schedule Day is multiplied to 
derive the price of 	operating at Hot Standby;

"T" the period in minutes to be taken to achieve readiness to 
Synchronise notified by the Generator to NGC and specified in the 
instruction to come to Hot Standby.

Where NGC issues a Cancellation Instruction before NTS Start Time 
or where the Cancellation Instruction is followed within 2 minutes 
by an instruction which has the effect of cancelling the 
Cancellation instruction, no payment shall be due to the Generator 
in respect of a Cancelled Start.

If NGC issues to the Generator a Cancellation Instruction within 
the period before Synchronisation set out in Schedule K, Part 1 
for the Generating Unit concerned, the Cancellation Instruction 
shall be deemed not to have been given and no payment for 
Cancelled Start shall be due to the Generator under this 
Agreement.

Subject to Sub-Clause 5.5, where NGC issues a Cancellation 
Instruction on or after NTS Start Time, NGC shall pay the 
Generator, for each such Cancellation Instruction with which the 
Generator complies an amount calculated as follows:-

FORMULA

If, following a Cancellation Instruction the Generating Unit 
supplies Active Power in the absence of any other instruction 
issued to the Generator which would result in the Generating Unit 
concerned supplying Active Power at that time, the Generator shall 
be deemed to have failed to comply with the Cancellation 
Instruction and shall not be entitled to any payment under Sub-
Clause 5.3 in respect of the Generating Unit concerned.

NGC's right to withhold payment shall be NGC's sole remedy against 
the Generator under this Agreement in respect of failure to comply 
with a Cancellation Instruction but shall be without prejudice to 
any other rights which NGC may have against the Generator under 
Grid Code and/or the Master Connection Agreement and/or any 
Supplemental Agreement.

HOT STANDBY

Subject to Sub-Clause 6.4, where NGC issues an instruction to come 
to Hot Standby followed by an instruction to Synchronise, NGC 
shall pay to the Generator for complying with such instructions a 
sum calculated as follows:-

FORMULA

Where NGC issues an instruction to come to Hot Standby followed by 
an instruction cancelling Hot Standby after Hot Standby has been 
reached NGC shall pay to the Generator for complying with such 
instruction a sum calculated as follows:-

FORMULA

Where NGC issues an instruction to come to Hot Standby followed by 
an instruction cancelling Hot Standby before Hot Standby is 
reached, NGC shall pay to the Generator for complying with such 
instruction a sum calculated as follows:-

FORMULA

In the case of an instruction to come to Hot Standby followed by 
an instruction to Synchronise, if the Generating Unit concerned 
fails to Synchronise within five minutes of the end of the period 
specified in the instruction to come to Hot Standby the Generator 
shall be deemed to have failed to comply with the instruction to 
come to Hot Standby and shall not be entitled to any payment under 
Sub-Clause 6.1 in respect of the Generating Unit concerned.

NGC's right to withhold payment shall be NGC's sole remedy against 
the Generator under this Agreement in respect of failure to comply 
with instructions relating to Hot Standby but shall be without 
prejudice to any other right which NGC may have against the 
Generator under the Grid Code and/or the Master Connection 
Agreement and/or any Supplemental Agreement.

FREQUENCY RESPONSE

Payment for Frequency Sensitive Generation

Subject to Sub-Clause 7.4, NGC shall pay to the Generator for 
operating a Generating Unit in:-

Primary Response mode; or 

Primary and Secondary Response mode; or 

Primary and Secondary Response and Five Minute Reserve mode; or 

Secondary Response and Five Minute Reserve; or

Five Minute Reserve mode;

in accordance with instructions issued to it under the Grid Code 
SDC a sum calculated in accordance with the figures set out in the 
relevant column of Schedule E for each Generating Unit for the 
period expressed in minutes that the Generator is so operating.  
The Parties acknowledge and agree that the values for Loading, 
Response and Reserve given in the Schedule E are interim values 
only and are to necessarily the values achievable at the prices 
given in the Schedule.  The Parties shall endeavour to agree such 
values within 12 months of the Effective Date.  If the Parties are 
unable to reach agreement within that period, either party may by 
notice in writing to the other party at any time after the end of 
such period, refer the matter to arbitration pursuant to Clause 
21.  As soon as the relevant figures have been agreed or 
determined in accordance with the foregoing, they shall be 
substituted for the corresponding figures in Schedule E with 
effect from the date of such agreement or determination.

Where in any Settlement Period a Generating Unit generates Energy 
at or above its Offered Availability for that Settlement Period 
but has not been instructed by NGC to provide Primary Response, 
Secondary Response or Five Minute Reserve or any combination of 
these three, no payment for Frequency Response shall be due to the 
Generator in respect of that Settlement period.

Where in any Settlement Period a Generating unit is operating in 
Frequency Sensitive Mode at an instructed level below its Offered 
Availability but has not been instructed by NGC to provide Primary 
Response, Secondary Response or Five Minute Reserve or any 
combination of these three for that Settlement period, NGC shall 
pay the Generator the sum which would be payable to the Generator 
for that Settlement Period in respect of that Generating Unit had 
NGC instructed that Generating Unit to operate in Primary Response 
Mode.

If a Generating Unit fails (as measured by OC5.5.2 of the Grid 
Code or by routine testing and/or monitoring procedures to be 
agreed by NGC and the Generator) to provide whether automatically 
(MW/Hz) or by manual instruction the level of response specified 
in Schedule E for the MW loading instructed for that Generating 
Unit when operating in any of the modes set out in Sub-Clause 7.1, 
NGC shall pay to the Generator in respect of the Settlement Period 
in which such failure shall occur, the same proportion of the sum 
payable under Sub-Clause 7.1 as the actual level of response bears 
to the level of response specified in Schedule E for that 
Generating unit.

Each Party shall use its best endeavours to put in place as soon 
as is reasonably possible such routine testing and/or monitoring 
procedures as are appropriate to the purposes of Sub-Clause 7.4.

NGC's right to withhold or reduce payment shall be NGC's sole 
remedy against the Generator under this Agreement in respect of 
failure to operate in Frequency Sensitive Mode, but shall be 
without prejudice to any other rights NGC may have against the 
Generator under the Grid Code and/or the Master Connection 
Agreement and/or any Supplemental Agreement.

Payment for Fast Start Capability and Load Reduction Capability

Subject to Sub-Clause 7.14, NGC shall pay to the Generator a 
capability payment calculated in accordance with Schedule F Part 1 
in respect of each [Gas Turbine Unit] [Pumped Storage Unit] for 
each Settlement Period when it is declared available by the 
Generator for Low Frequency Relay initiated or manual response [or 
for Load Reduction] in accordance with the Grid Code SDC.

Should a [Gas Turbine Unit] [Pumped Storage Unit] be determined 
pursuant to the Grid Code OC5.5.3 not to have its Fast Start 
Capability no payment shall be made under Sub-Clause 7.7 to the 
Generator for the [Gas Turbine Unit] [Pumped Storage Unit] 
concerned in respect of the period commencing with the time agreed 
by the Parties or determined by arbitration pursuant to the Grid 
Code when the [Gas Turbine Unit] [Pumped Storage Unit] first 
failed to have the Fast Start Capability and expiring at the time 
the [Gas Turbine Unit] [Pumped Storage Unit] is next declared 
available for Low Frequency Relay initiated or manual response 
following the time when it is determined that the [Gas Turbine 
Unit] [Pumped Storage Unit] concerned has its Fast Start 
Capability restored pursuant to the Grid Code OC5.5.3.

Payment for Fast Start from Gas Turbine Units

Subject to Sub-Clause 7.14, NGC shall pay to the Generator a sum 
calculated in accordance with Schedule F Part 1 for each Fast 
Start it makes from a Gas Turbine Unit in automatic response to a 
frequency deviation in accordance with the Grid Code or in 
accordance with an instruction issued to the Generator under the 
Grid Code.

Payment for Pumped Storage Generation Spinning in Air and Mode 
Changes

NGC shall pay to the Generator a sum calculated in accordance with 
Schedule F, Part 2 in respect of each Pumped Storage Unit each 
time it adopts the Spinning in Air mode in accordance with 
instructions issued to the Generator under the Grid Code.

NGC shall pay to the Generator a sum calculated in accordance with 
Schedule F, Part 2 for each Pumped Storage Unit for the period 
during which it is operating in Spinning in Air mode for Frequency 
Response purposes in accordance with instructions issued to the 
Generator under the Grid Code.

Subject to Sub-Clause 7.14, NGC shall pay to the Generator a sum 
calculated in accordance with Schedule F, Part 2 for each Pumped 
Storage Unit for each Fast Start it makes from Spinning in Air 
mode in automatic response to a frequency deviation in accordance 
with the Grid Code or in accordance with instructions issued to 
the Generator under the Grid Code.  Subject to Sub-Clause 7.14, 
NGC shall pay to the Generator a sum calculated in accordance with 
Schedule F, Part 3 for each Pumped Storage Unit for each Fast 
Start it makes from standstill in automatic response to a 
frequency deviation in accordance with the Grid Code or in 
accordance with instructions issued to the Generator under the 
Grid Code.

Fast Start Default by Generator

If a Generating Unit shall fail (according to routine testing 
and/or monitoring procedures to be agreed by NGC and the 
Generator) to be Synchronised and Loaded to reach full Load within 
five minutes of a decrease in System Frequency occurring 
sufficient to initiate a Fast Start by means of the Low Frequency 
Relays set at the setting required by NGC under the Grid Code SDC 
or within seven minutes of a manual instruction to Fast Start:-

the capability payment under Sub-Clause 7.7 shall be reduced for 
the day in which the failure occurs in proportion to the amount by 
which the Active Power actually supplied within five or seven 
minutes as the case may be falls short of full Load; and the 
Generator shall not be entitled to payment under Sub-Clause 7.9, 
7.12 or 7.13 as the case may be.

Each Party shall use its best endeavours to put in place as soon 
as is reasonably possible such routine testing and/or monitoring 
procedures as are appropriate to the purposes of Sub-Clause 7.14.

NGC's right to withhold or reduce payment shall be NGC's sole 
remedy against the Generator under this Agreement in respect of 
failure to provide Fast Start Capability or a Fast Start, but 
shall be without prejudice to any other rights NGC may have 
against the Generator under the Grid Code and/or the Master 
Connection Agreement and/or any Supplement Agreement.  

Payment for Load Reduction and Despatch of Pumped Storage Plant

Subject to Sub-Clause 7.18, NGC shall pay the Generator for 
providing Load Reduction and/or agreeing to Despatch its Final 
Pumping Programme in accordance with instructions issued to it 
under the Grid Code a sum calculated in accordance with the 
following formulae for each Final Pumping Programme Period in 
which a Load Reduction service is provided or the Final Pumping 
Programme is subject to Despatch instructions:-

(a)	exact pumping	DC

(b)	over-pumping, but less than permitted tolerance	DC - m x 
DE

(c)	over-pumping, but greater than permitted tolerance	DC - m x 
dE

(d)	under-pumping, but less than permitted tolerance	DC + m x 
DE

(e)	under-pumping, but greater than tolerance	DC + P x (DE - 
dE) + m x dE

Where:-

"exact pumping" means that the exact amount of Energy has actually 
been consumed for pumping in the Final Pumping Programme Period as 
would have been consumed had the Final Pumping Programme been 
followed; 

"over-pumping" means that more Energy has actually been consumed 
for pumping in the Final Pumping Programme Period than would have 
been the case had the Final Pumping Programme been followed; 

"under pumping" means that less Energy has actually been consumed 
for pumping in the Final Pumping Programme Period than would have 
been the case had the Final Pumping Programme been followed; 

"DE" means the total shortfall or surplus of actual Energy 
consumed for pumping in the Final Pumping Programme Period as 
measured against the Energy that would have been consumed had the 
Final Pumping Programme been followed; the value of DE is always 
positive;

"dE" and "permitted tolerance" means 350 MWh, being the permitted 
tolerance allowed to NGC for the shortfall or surplus of actual 
Energy consumed for  pumping in the Final Pumping Programme 
Period;

"DC" means the difference, whether positive or negative, in the 
cost of Energy consumed for pumping in the Final Pumping Programme 
Period, being the actual cost thereof minus the cost that would 
have been incurred had the Final Pumping Programme been followed;

"m" means the Weighted Average Price that would have been paid for 
Energy for pumping in any Settlement Period had the Final Pumping 
Programme been followed; 

"P" means the average of the Genset Bid Prices of a tranche of 500 
MW of available Open Cycle Gas Turbine Units with the lowest 
Genset Bid Prices in the Settlement Day commencing at 0000 after 
the start of the Final Pumping Programme Period;

"Weighted Average Price" means the price in pounds per MWh 
calculated by taking the total Energy cost that would have been 
incurred had the Final Pumping Programme been followed and 
dividing it by the total Energy that would have been consumed had 
the Final Pumping Programme been followed.

The Generator shall not be entitled to payment under Sub-Clause 
7.17 if and to the extent that it has been prevented from pumping 
during the Final Pumping Programme Period by reason of physical 
transmission constraints or widespread load shedding within the 
zone containing Pumped Storage Plant. 

NGC shall pay to the Generator a capability payment calculated in 
accordance with Schedule F, Part 4 for each Final Pumping 
Programme Period when the Generator and NGC have agreed that NGC 
should have the ability to Despatch the Generator's Final Pumping 
Programme.

NGC shall pay the Generator a sum calculated in accordance with 
the figures set out in the relevant column of Schedule F, Part 5, 
6 and 7 and in respect of each Pumped Storage Unit on each 
occasion that it makes a Mode Change in accordance with the Grid 
Code during any period when the Generator is providing a Load 
Reduction service or has agreed to the Despatch of its Final 
Pumping Programme. 

NGC shall pay to the Generator a sum calculated in accordance with 
the figures set out in the relevant column of Schedule F, Part 5 
in respect of each Pumped Storage Unit for the time it is 
operating in Spin Pump Mode in accordance with the Grid Code 
during any period when it is providing a Load Reduction service or 
has agreed to the Despatch of its Final Pumping Programme.

BLACK START CAPABILITY

NGC shall pay the Generator in respect of each Black Start Station 
for providing a Black Start Capability the amounts per Settlement 
Period provided in Schedule G for each Settlement Period for which 
the Generator declares any Generating Unit at the Black Start 
Station available for generation pursuant to the Grid Code SDC.

Should a Black Start Station be determined not to have a Black 
Start Capability pursuant to the Grid Code OC5.5.4, no payment 
shall be made under Clause 8.1 to the Generator for the Black 
Start Station concerned in respect of the period commencing on the 
date and time agreed by the Parties or determined by arbitration 
pursuant to the Grid Code OC5.5.4 when the Black Start Station 
first failed to have the Black Start Capability and expiring on 
the date and time when the Generator next declares any Generating 
Unit at the Black Start Station available for generation following 
the date and time when  the Black Start Station is next determined 
to have its Black Start Capability restored pursuant to the Grid 
Code OC5.5.4.

If following an instruction from NGC pursuant to the Grid Code OC9 
the Generator fails to provide a Black Start at a Black Start 
Station within a period consistent with its current registered 
dynamic parameters, no payment shall be made under Sub-Clause 8.1 
from the date and time of such failure until such date and time as 
the Generator next declares any Generating Unit at that Black 
Start Station available for generation following the date and time 
when the Black Start Station is next determined to have its Black 
Start Capability restored pursuant to the Grid Code OC5.5.4.

PAYMENT

On the fifth day of each month NGC shall send to the Generator a 
detailed statement ("the Monthly Statement") setting out all 
Ancillary Services supplied by the Generator during the previous 
month and calculating the payments due to the Generator in respect 
of such services for that month in accordance with this Agreement.

If the Generator has failed to supply any Ancillary Service in 
accordance with the Grid Code or any instructions issued under the 
Grid Code, NGC shall produce to the Generator at the same time as 
it sends the Monthly Statement next following the time when such 
records or evidence become available, the records of the 
monitoring and/or tests carried out pursuant to the Grid Code OC 
5.5, the records of the agreed monitoring and/or testing 
procedures set out or provided for in this Agreement and any other 
evidence upon which it relies as showing such failure.  If the 
Generator disagrees with such records or with any other fact or 
calculation set out in the Monthly Statement, it shall produce to 
NGC the evidence which it relies upon in support of such 
disagreement.  The Parties shall discuss and endeavour to resolve 
the matter but if it cannot be resolved the records of the 
monitoring and/or test procedures and the facts and calculations 
set out in the Monthly Statement shall be binding upon the Parties 
until such time as they are reversed or revised by agreement or by 
an arbitrator appointed pursuant to Clause 21.

Should any dispute or disagreement under this Clause concern the 
same facts and matters as a dispute or disagreement under the 
Settlement calculation procedures set out in the Pooling and 
Settlement Agreement the outcome of the dispute or disagreement 
under the Pooling and Settlement Agreement shall be binding upon 
the Parties in relation to the dispute or disagreement under this 
Agreement.

Notwithstanding the provisions of Sub-Clause 9.2, if any fact or 
matter set out in the Monthly Statement shall be inconsistent with 
any fact or matter set out in a final run of the Settlement 
calculation issued by the Settlement System Administrator under 
the Pooling and Settlement Agreement, the facts and matters set 
out in the Settlement calculation or which, following a dispute, 
it is found or agreed should be there set out shall be binding 
upon both Parties.

If either Party intends to dispute any fact or matter contained in 
a final run of a Settlement calculation which is inconsistent with 
any fact or matter contained in a Monthly Statement it shall serve 
notice in writing on the other Party to that effect in order that 
that other Party may make such representations as it wishes to the 
Settlement System Administrator or exercise such rights as it may 
have under the Pooling and Settlement Agreement.

NGC shall send to the Generator 20 days after the date of the 
Monthly Statement an amended statement ("the Amended Monthly 
Statement") to take into account any changes which require to be 
made to it in consequence of the procedures set out in Sub-Clauses 
9.2 to 9.5 inclusive.

Where a dispute is resolved later than 20 days after the date of 
the Monthly Statement or where pursuant to the procedures set out 
in Sub-Clause 9.2 it is determined that the Generator was not 
entitled to receive a payment already made, NGC shall adjust the 
account between itself and the Generator accordingly in the next 
Monthly Statement or Amended Monthly Statement which it issues.  
The due date of payment for the purposes of Sub-Clause 9.9 in 
respect of any disputed amount shall be the date for payment of 
the Monthly Statement from which the dispute arises.

NGC shall pay to the Generator the amount shown as due in an 
Amended Monthly Statement within three Business Days of the date 
on which the Amended Monthly Statement is or should be issued.

If NGC fails to pay on the due date any amount properly due under 
this Agreement NGC shall pay to the Generator interest on such 
overdue amount from and including the date of such failure to (but 
excluding) the date of actual payment (as well after as before 
judgement) at the rate of 4 percent over Barclays Bank PLC base 
lending rate for the time being and from time to time.  Interest 
shall accrue from day to day.

Notwithstanding any other provision of this Agreement, the Parties 
shall not be limited in any way as to the evidence they may rely 
upon in any proceedings arising out of or in connection with 
payment for any Ancillary Service under this Agreement and the 
Parties agree that in the event and to the extent that either 
Party succeeds in proving in any such proceedings that any 
Ancillary Service was or was not provided, the successful party 
shall be entitled to repayment of the sums previously paid under 
this Agreement or payment of sums not paid as the case may be in 
respect of such Ancillary Service.

If following a dispute or pursuant to the procedures set out in 
Sub-Clause 9.2 it is determined or agreed that the Generator was 
not entitled to any payment it has received, NGC shall be entitled 
to interest on the amount so paid from the date of payment until 
the date of repayment or the date when NGC makes a payment to the 
Generator which takes such repayment into account.  Such interest 
shall be calculated in the same manner and at the same rate as is 
provided for overdue payments under Sub-Clause 9.9.

Save as otherwise expressly provided in this Agreement, sums 
payable by NGC pursuant to this Agreement whether of charges, 
interest or otherwise shall (except to the extent otherwise 
required by law) be paid in full, free and clear of and without 
deduction, set-off or deferment in respect of any disputes or 
claims whatsoever provided that NGC may deduct from such sums the 
amount of any final award or judgment obtained by NGC pursuant to 
the Master Connection Agreement or agreed by the Generator which 
arises out of any failure by the Generator to provide or make 
available Ancillary Services pursuant to the Grid Code and /or any 
Supplemental Agreement.

NGC represents and warrants to the Generator that it enters into 
this Agreement as principal and not as agent for any other person.

All amounts specified hereunder shall be exclusive of any Value 
Added Tax or other similar tax and NGC shall pay to the Generator 
Value Added Tax at the rate for the time being and from time to 
time properly chargeable in respect of the making available and/or 
supply of Ancillary Services under this Agreement, the Grid Code, 
the Master Connection Agreement or any Supplemental Agreement.

LIMITATION OF LIABILITY

Subject to Sub-Clause 10.2 and Clause 9 and save where any 
provision of this Agreement provides for an indemnity, the Parties 
agree and acknowledge that neither Party (the "Party Liable") nor 
any of its officers, employees or agents shall be liable to the 
other Party 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:-

physical damage to the property of the other Party, its officers, 
employees or agents; and/or

the liability of such other Party to any other person for loss in 
respect of physical damage to the property of any person.

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 the other Party, its officers, employees or agents, 
from and against all such and any loss or liability which 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.

Subject to Sub-Clause 10.2  and Clause 9 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 the other party for:-

any loss of profit, loss of revenue, loss of use, loss of contract 
or loss of goodwill; or any indirect or consequential loss; or 

loss resulting from the liability of the other party to any other 
person howsoever and whensoever arising save as provided in Sub-
Sub-Clause 10.1(ii) and Sub-Clause 10.2.

Each Party acknowledges and agrees that the other Party holds the 
benefit of Sub-Clauses 10.1 and 10.2 and 10.3 for itself and as 
trustee and agent for its officers, employees and agents.

Each of Sub-Clauses 10.1, 10.2, 10.3 and 10.4 shall:-

be construed as a separate and severable contract term, and if one 
or more of such Sub-Clauses is held to be invalid, unlawful or 
otherwise unenforceable the other or others of such Sub Clauses 
shall remain in full force and effect and shall continue to bind 
the Parties; and 

survive termination of this Agreement.

For the avoidance of doubt, nothing in this Clause 10 shall 
prevent or restrict any Party enforcing any obligation (including 
suing for a debt) owed to it under or pursuant to this Agreement.

Each Party acknowledges and agrees that the provisions of this 
Clause 10 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.

METERING

The relationship between the Parties with respect to Energy 
Metering Equipment shall be regulated in accordance with the 
Pooling and Settlement Agreement. 

The relationship between the Parties with respect to Operational 
Metering Equipment shall be regulated by the Master Connection 
Agreement.

TERMINATION

This Agreement shall automatically terminate upon:-

(i)	the Generator ceasing to be a Pool Member; or 

(ii)	termination of the Pooling and Settlement Agreement; or 

(iii)	termination of the Master Connection Agreement; or

(iv)	Revocation or withdrawal of the Generation Licence or the 
Transmission Licence.

Upon termination of any Supplemental Agreement, this Agreement 
shall be terminated to the extent that it applies to the 
Generating Units at and Ancillary Services supplied or made 
available from the Connection Site which is the subject of the 
said Supplemental Agreement.  Where the Generator serves notice to 
Decommission or Disconnect the Generator's Equipment at a 
Connection Site under a Supplemental Agreement, the Parties shall 
discuss the possibility of terms being offered for the continued 
provision following the date when Decommissioning or Disconnection 
would otherwise have occurred of any Ancillary Service which was 
being provided by the Generator at that Connection Site 
immediately before service of the Notice to Decommission or 
Disconnect and for which NGC are unable to find a reasonable 
alternative.

No payments will be made under this Agreement in respect of an 
Ancillary Service to be provided from a Generating Unit in 
relation to any period when the Generating Unit or the Generator's 
Equipment at any Connection Site used by that Generating Unit is 
prevented from providing that Ancillary Service by reason of a 
circumstance of Force Majeure under the Master Connection 
Agreement or is Deenergised, Decommissioned or Disconnected for 
any reason pursuant to the relevant Supplemental Agreement or the 
Master Connection Agreement. 

Termination by the Generator

In the event that:-

NGC shall fail to pay (other than by inadvertent error in funds 
transmission which is discovered by the Generator, notified to NGC 
and corrected within 48 hours following such notification) any 
amount properly due or owing from it pursuant to this Agreement 
according to its terms and such non-payment continues unremedied 
and not disputed in good faith and upon reasonable grounds at the 
expiry of 7 Business Days immediately following receipt by NGC of 
written notice from the Generator of such non-payment; or

in respect of NGC:-

an order of the High Court is made or an effective resolution 
passed for its insolvent winding-up or dissolution; or

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 is appointed; or 

an administration order under Section 8 of the Insolvency Act 1986 
is made or if a voluntary arrangement is proposed under Section 1 
of that Act; or 

it 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 
Director); or 

it is unable to pay its debts (within the meaning of Section 
123(1) or (2) of the Insolvency Act 1986 save that such section 
shall have effect as if for 750.00 pounds  there was inserted 
250,000 pounds (and NGC shall not be deemed to be unable to pay 
its debts if any demand for payment is being contested in good 
faith by it with recourse to all appropriate measures and 
procedures);

and in any such case within 28 days of appointment of the 
liquidator, receiver, administrative receiver, administrator 
nominee or other similar officer, such person has not provided to 
the Generator a guarantee of future performance by NGC of the 
Agreement in such form and amount as the Generator may reasonably 
require and there has been no agreement reasonably satisfactory to 
the Generator reached between Pool Members as to payment of 
amounts due in the future under this Agreement,

the Generator may declare by notice in writing to NGC that such 
event has become an event of default.

Once the Generator has given notice of an event of default this 
Agreement shall terminate.  Termination of this Agreement as a 
whole or in relation to any Generating Unit and/or any Ancillary 
Service under Sub-Clauses 12.1 to 12.5 or any of them shall not 
affect any rights or obligations of the Parties which have accrued 
at the time of such termination.

ASSIGNMENT

The Generator shall not assign or transfer nor purport to assign 
or transfer the benefit or burden of this Agreement save in the 
following circumstances:-

the Generator may assign or charge its benefit under this 
Agreement in whole or in part by way of security;

upon the disposal of the whole of the Generator's business or 
undertaking, the Generator may transfer its rights and obligations 
under this Agreement to the purchaser thereof provided that NGC 
has consented to the transfer of the Generator's rights and 
obligations under the Master Connection Agreement and all 
Supplemental Agreements;

upon disposal of part of the Generator's business or undertaking 
comprising Generator's Equipment at one or more Connection Sites 
the Generator may transfer such of its rights and obligations 
under this Agreement as relate to the Generating Units and 
Ancillary Services concerned to the purchaser thereof provided 
that NGC has consented to the transfer of the Generator's rights 
and obligations under all Supplemental Agreements relevant to the 
part of the business or undertaking to be transferred.

NGC shall not assign or transfer nor purport to assign or transfer 
the benefit or burden of this Agreement save to a successor 
Ancillary Services Provider.

CONFIDENTIALITY FOR NGC AND ITS SUBSIDIARIES

NGC and its subsidiaries shall secure that Protected Information 
is not:-

divulged by Business Personnel to any person unless that person is 
an Authorised Recipient; 

used by Business personnel for the purposes of obtaining for NGC 
or for any of its subsidiaries or for any other person:-

any electricity licence; or 

any right to purchase or otherwise acquire, or to distribute 
electricity (including rights under any electricity purchase 
contract as defined in the Transmission Licence); or

any contract or arrangement for the supply of electricity to 
Customers or Suppliers; or 

any contract for the use of any electrical lines or electrical 
plant belonging to or under the control of a Supplier; or 

control of any body corporate which, whether directly or 
indirectly, has the benefit of any such licence, contract or 
arrangement; and 

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.

Nothing in this Clause 14 shall apply:-

to any Protected Information which, before it is furnished to 
Business Personnel, is in the public domain; or 

to any Protected Information which, after it is furnished to 
Business Personnel:- 

is acquired by NGC or any subsidiary of NGC in circumstances in 
which this Clause 14 does not apply; or 

is acquired by NGC or any subsidiary of NGC in circumstances in 
which this Clause 14 does apply and thereafter ceases to be 
subject to the restrictions imposed by this Clause 14; or 

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 14; 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 

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:-

in compliance with the duties of NGC or any subsidiary of NGC 
under the Act or any other requirement of Competent Authority; or 

in compliance with the conditions of the Transmission Licence or 
any document referred to in the Transmission Licence with which 
NGC or any subsidiary of NGC is required by virtue of the Act or 
the Transmission Licence to comply; or 

in compliance with any other requirement of law; or 

in response to a requirement of any stock exchange or regulatory 
authority of the Panel on Take-Overs and Mergers; or 

pursuant to the arbitration rules for the Electricity Supply 
Industry Arbitration Association or pursuant to any judicial or 
other arbitral process or tribunal having jurisdiction in relation 
to NGC or any of its subsidiaries; or 

to any Protected Information to the extent that NGC or any of its 
subsidiaries is required or expressly permitted 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.

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 Party in performing Permitted Activities including for the 
following purposes:-

the operation and planning of the NGC Transmission System; 

the calculation of charges and preparation of offers of terms for 
connection to or use of the NGC Transmission System; 

the operation and planning of the Ancillary Services Business and 
the calculation of charges therefor;

the operation of the Settlements Business; 

the provision of information under the British Grid Systems 
Agreement and the EdF Documents (as defined in the Pooling and 
Settlement Agreement),

and may pass the same to subsidiaries of NGC which carry out such 
activities and the Generator agrees to provide all information to 
NGC and its subsidiaries for such purposes.  NGC undertakes with 
the Generator, 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:-

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:-

authorised by licence or exemption to generate, transmit or supply 
electricity; or

an electricity broker or is known to be engaged in the writing of 
electricity purchase contracts (as hereinbefore defined); or 

known to be retained as a consultant to any such person who is 
referred to in paragraph (a) or (b) above; or 

or 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.

Without prejudice to the other provisions of this Clause 14, 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.

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.  NGC shall 
secure that Protected Information which is subject to the 
provisions of this Clause 14 and which relates to the cost of 
Reactive Power provided by the Generator is not divulged to any 
Business Person engaged in the provision of static compensation 
for use by the Grid Operator.

Notwithstanding any other provision of this Agreement, the 
provisions of this Clause 14 shall continue to bind a person after 
termination of this Agreement, in whole or in part, for whatever 
reason.

For the avoidance of doubt, data and other information which 
either Party is permitted or obliged to divulge or publish to the 
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.

CONFIDENTIALITY FOR THE GENERATOR

The Generator hereby undertakes with 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:-

in the circumstances set out in Sub-Clause 15.2; or 

to the extent otherwise expressly permitted by this Agreement; or 

with the prior consent in writing of the Party to whose affairs 
such Confidential Information relates.

The circumstances referred to in Sub-Sub-Clause 15.1(I) are:-

where the Confidential Information, before it is furnished to the 
Generator, is in the public domain; or 

where the Confidential Information, after it is furnished to the 
Generator:-

is acquired by the Generator in circumstances in which this Clause 
15 does not apply; or 

is acquired by the Generator in circumstances in which this Clause 
15 does apply and thereafter ceases to be subject to the 
restrictions imposed by this Clause 15; or 

enters the public domain, 

and in any such case otherwise than as a result of:-

(i)	a breach by the Generator of its obligations in this Clause 
15; or 

(ii)	a breach by the person who disclosed that  Confidential 
Information of that 	person's confidentiality obligation and the 
Generator is aware of such breach; or 

if the Generator is required or permitted to make disclosure of 
the Confidential Information to any person:-

in compliance with the duties of the Generator under the Act or 
any other requirement of a Competent Authority; or 

in compliance with the conditions of any Licence or any document 
referred to in any Licence with which the Generator is required to 
comply; or 

in compliance with any other requirement of law; or 

in response to a requirement of any stock exchange or regulatory 
authority or the Panel of Take-Overs and Mergers; or 

pursuant to the Arbitration Rules for the Electricity Supply 
Industry Arbitration Association or pursuant to any judicial or 
other arbitral process or tribunal having jurisdiction in relation 
to the Generator; or 

where Confidential Information is furnished by the Generator to 
the employees, directors, agents, consultants and professional 
advisers of the Generator, in each case on the basis set out in 
Clause 15.4.

The Generator further undertakes with NGC and its subsidiaries 
that it shall preserve the confidentiality of, and not directly or 
indirectly reveal, report, publish, disclose or transfer any data 
and other information of a commercially confidential nature 
relating to the details (including the financial details) of this 
Agreement, the negotiations leading up to the making of this 
Agreement and any other discussions or negotiations arising during 
the term of this Agreement and relating thereto except in the 
circumstances set out in Sub-Clause 15.2(iii) and (iv) or unless 
the Generator has obtained the prior written consent of NGC.

With effect from the date of this Agreement the Generator shall 
adopt procedures within its organisation for ensuring the 
confidentiality of all Confidential Information which it is 
obliged to preserve as confidential under this Clause 15.  These 
procedures are:-

the Confidential Information will be disseminated within the 
Generator only on a "need to know" basis; 

employees, directors, agents, consultants and professional 
advisers of the Generator in receipt of Confidential Information 
will be made fully aware of the Generator's obligations of 
confidence in relation thereto; and 

any copies of the Confidential Information, whether in hard copy 
or computerised form, will clearly identify the Confidential 
Information as confidential.

Notwithstanding any other provision of this Agreement, the 
provisions of this Clause 15 shall continue to bind a person after 
termination of this Agreement, in whole or in part, for whatever 
reason.

For the avoidance of doubt, data and other information which 
either Party is permitted or obliged to divulge or publish to the 
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.

ADDITIONAL COSTS

If:-

the Generator is of the opinion that in order to comply with any 
change in or amendment to the Grid Code (other than the withdrawal 
of or reduction in the scope of a Derogation) of any statutory or 
regulatory obligation coming into force after the Effective Date 
the Generator is obliged to incur costs and expenses for the 
purpose of carrying out modifications to any Generating Unit or 
otherwise for the purposes of changing the manner of operation of 
a Generating Unit in relation to the provision of any Ancillary 
Service; or 

NGC is of the opinion that by reason of any change in or amendment 
to the Grid Code or any statutory or regulatory obligation coming 
into force after the Effective Date the Generator is able to make 
savings in the cost and expense of providing any Ancillary Service 
from any Generating Unit,

then either the Generator or NGC as the case may be may by notice 
in writing require that the provisions of Sub-Clauses 2.4 to 2.8 
shall be brought into operation in relation to the Generating Unit 
and the Ancillary Service which the Generator or NGC claims to be 
affected by the change in or amendment to the Grid Code. 

In accordance with the provisions of Sub-Clause 2.5, the Parties 
shall endeavour to agree any adjustment in the rates, prices and 
indexation formulae for the Ancillary Service and the Generating 
Unit concerned having regard to the Charging Principles set out in 
Schedule C.  The revised rates and prices and (if appropriate) 
indexation formulae shall be calculated as at and shall take 
effect as from the end of a period of 12 weeks following the date 
of the notice served under Sub-Clause 16.1 and the provisions of 
Sub-Clauses 2.6 to 2.8 shall apply, mutatis mutandis, to the price 
review under this Clause 16.

WAIVER

No delay by or omission of any Party in exercising any right, 
power, privilege or remedy under this Agreement 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.  Payment of any sum or the submission of any 
Monthly Statement or Amended Monthly Statement by NGC to the 
Generator under this Agreement shall not operate to impair or be 
construed as a waiver of any right, power, privilege or remedy NGC 
may have against the Generator under this Agreement and/or the 
Grid Code and/or the Master Connection Agreement and/or any 
Supplemental Agreement.

The rights and remedies provided by this Agreement 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 this Agreement, including any rights either 
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 the other 
Party, 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.

For the avoidance of doubt, the Parties acknowledge and agree that 
nothing in this Agreement 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, any Licence or otherwise howsoever.

NOTICES

Any notice or other communication to be given by one Party to the 
other under, or in connection with the matters contemplated by, 
this Agreement shall be addressed to the recipient and sent to the 
address, telex number or facsimile number of such other Party 
given in Schedule H 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 18 to the Party giving the relevant 
notice or other communication to it.

Any notice of other communication to be given by one Party to the 
other Party under, or in connection with the matters contemplated 
by, this Agreement 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:-

in the case of delivery by hand, when delivered; or 

in the case of first class prepaid post, on the second day 
following the day of posting or (if sent airmail from overseas) on 
the fifth day following the day of posting; or 

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 

in the case of facsimile, on acknowledgement by the addressee's 
facsimile receiving equipment (where such acknowledgement occurs 
before 1700 hours on the day of acknowledgement) and in any other 
case on the day following the day of acknowledgement.

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.

VARIATIONS

No variations to this Agreement shall be effective unless made in 
writing and signed by or on behalf of both parties.

DISPUTE RESOLUTION

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 this Agreement between 
the Parties shall be and is hereby referred to arbitration 
pursuant to the arbitration rules of the Electricity Supply 
Industry Arbitration Association in force from time to time.

Whatever the nationality, residence or domicile of either 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 1950 (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.

Subject always to Sub-Clause 21.5, 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 Sub-Clause 21.4) against the other party to this 
Agreement ("a contracting party") which would but for this Sub-
Clause have been a dispute or difference referred to arbitration 
by virtue of Sub-Clause 21.1 then, notwithstanding the provisions 
of Sub-Clause 21.1 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 the 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.

For the purposes of this Clause third party claim shall mean:-

any claim by a defendant contracting party against a contracting 
party (whether or not already a party to the legal proceedings) 
for any contribution of indemnity; or 

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 

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).

Sub-Clause 21.3 shall apply only if at the time the legal 
proceedings are commenced no arbitration has been commenced 
between the defendant contracting party and the other 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.

JURISDICTION

Subject and without prejudice to Clause 21 and to Sub-Clause 22.4, 
both parties irrevocably agree that the courts of England are to 
have exclusive jurisdiction to settle any disputes which may arise 
out of or in connection with this Agreement and that accordingly 
any suit, action or proceeding (together in this Clause 22 
referred to as "Proceedings") arising out of or in connection with 
this Agreement may be brought in such courts.

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 22 and any claim that 
any such Proceedings have been brought in an inconvenient forum 
and further irrevocably agrees that 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.

Each Party which is not incorporated in any part of England and 
Wales agrees that if it does not have, or shall cease to have, a 
place of business in England and Wales it will promptly appoint, 
and shall at all times maintain, a person in England and Wales to 
accept service of process on its behalf in any Proceedings in 
England.

For the avoidance of doubt nothing contained in the foregoing 
provisions of this Clause 22 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.

GOVERNING LAW

This Agreement shall be governed by and construed in all respects 
in accordance with English law.

SEVERANCE OF TERMS

If any provision of this Agreement is or becomes or is declared 
invalid, unenforceable of illegal by the courts of any 
jurisdiction to which it is subject or by order of the Commission 
of the European Communities or by order of the Secretary of State, 
such invalidity, unenforceability or illegality shall not 
prejudice or affect the remaining provisions of this Agreement 
which shall continue in full force and effect notwithstanding such 
invalidity, unenforceability or illegality.

ENTIRE AGREEMENT

This Agreement contains or expressly refers to the entire 
agreement between the Parties with respect to the subject matter 
hereof, and expressly excludes any warranty, condition or other 
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 this Agreement.

IN WITNESS whereof the Parties have caused their respective Common 
Seals to be hereunto affixed the day and year first above written. 

THE COMMON SEAL of				)

THE NATIONAL GRID COMPANY PLC		)

was hereunto affixed in the presence			)

of:-					)

				Director

				Secretary



THE COMMON SEAL of				)

[			]		)

was hereunto affixed in the presence			)

of:-					)

				Director

				Secretary




Schedule A

The Term of the Agreement

Generating Unit		Ancillary Service			Term




Schedule B

Form of Agreement Amending Ancillary Services 

Agreement to Correspond to Supplemental Agreement

for a New Connection Site or variation of an existing 

Supplemental Agreement following a Modification 

of following annual review of rates and prices

THIS AGREEMENT is made the               day of                               
19     BETWEEN:-

THE NATIONAL GRID COMPANY PLC a company registered in England with 
Number 2366977 whose registered office is a National Grid House, 
Sumner Street, London SE1 9JU ("NGC" which expression shall 
include its permitted successors and/or assigns);

[NP] [POWERGEN] [PUMPED STORAGE] [NUCLEAR ELECTRIC] [OTHERS] whose 
registered office is at [                                                ]    
("the Generator" which expression shall include its permitted 
successors and/or assigns).

WHEREAS:-

By an Agreement ("the Ancillary Services Agreement") dated [               ]
1990 made between NGC and the Generator the parties thereto made 
provision for the payment by NGC for Ancillary Services provided 
by the Generator.

The Parties have agreed to amend that agreement in the terms 
hereinafter set out.

NOW IT IS HEREBY AGREED as follows:-

1.	Unless the context otherwise requires, words and expressions 
defined in the Ancillary Services Agreement shall bear the same 
meanings respectively when used herein.

2.	The provisions of this Agreement shall come into effect on 
[date] [the date when the Commissioning Programme referred to in 
Sub-Clause [  ] of the Supplemental Agreement date [  ] actually 
commences] [Note: second alternative applies only where this 
agreement complements Supplemental Agreement for a New Connection 
Site.]

3.	As and from the effective date of this Agreement, the 
Ancillary Services Agreement shall be amended as follows:-


HERE SET OUT AMENDMENTS TO CLAUSES

AND/OR SCHEDULES

4.	This Agreement and the Ancillary Services Agreement shall be 
read and construed as one document and references in the 
Ancillary Services Agreement to the Ancillary Services 
Agreement (howsoever expressed) shall be read and construed 
as references to the Ancillary Services Agreement as amended 
by this Agreement and by any other agreement amending the 
same from time to time.

5.	This Agreement shall be governed by and construed in all 
respects in accordance with English law and the provisions of 
Clauses 19 and 20 of the Ancillary Services Agreement shall 
apply hereto mutatis mutandis. 

	IN WITNESS whereof the Parties have caused their respective 
Common Seals to be hereunto affixed the day and year first above 
written.

THE COMMON SEAL OF 				)

THE NATIONAL GRID COMPANY, PLC		)

was hereunto affixed in the presence			)

of:

			Director

			Secretary

THE COMMON SEAL of 				)

[			]		)

was hereunto affixed in the presence	)

of:					)

			Director

			Secretary


Schedule C

Ancillary Services

Charging Principles

1.	Introduction

1.1	These principles are to be used to establish the basic 
arrangements but are not intended to stifle innovation in the 
development of new services or the giving of appropriate 
economic signals.

2.	General

2.1	The charges shall be "cost reflective" i.e. based and founded 
upon the actual or estimated costs directly incurred or to be 
incurred by the Generator for the purpose of providing the 
service or capability concerned. 

2.2	Where a capability to provide an Ancillary Service is 
required by the Grid Code from all Generating Units (as 
opposed to a capability made available by agreement between 
the Parties from some only of the Generator's Generating 
Units), no Ancillary Service Capability payment shall be 
made. 

2.3	The cost of "Grandfathering" Generator's Equipment (i.e. 
bringing equipment owned by the Generator on the Effective 
Date to a condition of compliance with the Grid Code) shall 
not be included in Ancillary Services payments.  Where a 
Derogation is withdrawn or reduced in scope then, except in 
relation to Reactive Power and Frequency Response, the 
Generator shall be entitled to take the cost of meeting the 
withdrawal or reduction in the scope of the Derogation into 
account in its charges. 

2.4	Subject to the other provisions of this Schedule, the charges 
shall take due account of any change in or amendments to the 
Grid Code or any other statutory or regulatory obligation 
coming into force after the Effective Date affecting the 
provision of Ancillary Services. 

2.5	If as a result of any changes to the Pooling and Settlement 
Agreement the Generator ceases to be entitled to receive 
payment under that agreement in respect of any elements of 
Ancillary Services provided by it which are expressed in this 
Schedule to be paid for under that agreement, the Generator 
shall be entitled to charge for such elements under this 
Agreement.  Where however such change entitles the Generator 
to be paid for any elements of Ancillary Services which are 
expressed in this Schedule to be paid for under this 
Agreement the Generator shall cease to be entitled to charge 
for such elements under this Agreement.

3.	Reactive Power

3.1	The fixed cost of providing the capability to supply Reactive 
Power specified in the Grid Code shall not be included in the 
charge. 

3.2	The variable cost of providing Reactive Power shall include: 

	(i)	the additional heat losses incurred as a consequence of 
producing Reactive Power, measured at the High Voltage 
side of the Generator/Transformer terminals; the 
calculation of such heat losses to take account of the 
square law relationship between the electric current 
and the additional heat losses incurred; for the 
purposes of calculating the charges under the interim 
payment system estimates of Reactive Energy likely to 
be provided shall be used for the purposes of 
calculating heat losses;

	(ii)	maintenance costs incurred as a direct result of 
Reactive Power output (including a sum in respect of 
any reduction in the working life of Generating Unit 
components consequent upon Reactive Power output).

3.3	Payments for Reactive Power shall relate to Reactive Power 
provided to the relevant User System or the NGC Transmission 
System.

3.4	Any MW part-loading required for the purpose of MV Ar 
production is paid for through the Pooling and Settlement 
Agreement. 

3.5	Charges for Reactive Power shall be predicated on the basis 
that any Generating Units brought on out of merit for the 
purpose of MV Ar production are paid for MW production 
through the Pooling and Settlement and MV Ar production 
through Ancillary Services Agreement. 

3.6	Payments for Reactive Power may include payments for a 
proportion of opportunity costs incurred as a direct 
consequence of a Generating Unit being taken or kept out of 
service outside normal outage periods for the sole purpose of 
the maintenance or repair of equipment essential to the 
production of Reactive Power.  Payments shall be made on an 
"as arising" basis but arrangements shall be put in place to 
avoid sudden increases in payments to the Generator which 
would distort the Pool Purchase Price.  There is no 
presumption arising from the foregoing that opportunity costs 
should be paid in relation to Generating Units brought into 
service for the first time after the Effective Date. 

3.7	On the changeover from the interim payment system to the 
final payment system no sudden change is expected to the 
total industry amounts paid for Reactive Power. 

3.8	The Generator is paid for the Start-Up of a Gas Turbine Unit 
providing Synchronous Compensation by Ancillary Services 
together with a payment for time actually spent in 
Synchronous Compensation mode. 

4.	Cancelled Starts

4.1	Payments for Cancelled Starts are based upon the Generator's 
Start-Up Price and the time it would have required to 
Synchronise to the System. 

5.	Hot Standby

5.1	Payments for Hot Standby are based upon the Generator's 
Start-Up Price and the time spent on Hot Standby.

5.2	Charges for Hot Standby shall be predicated on the basis that 
where Hot Standby is reached and then followed by an 
instruction to Synchronise to the System which is not 
cancelled the Generator is paid from Start-up to Hot Standby 
through the Pooling and Settlement Agreement. 

6.	Frequency Sensitive Generation

6.1	The variable cost of producing Primary and Secondary Response 
and Five Minute Reserve shall include sums in respect of: 

		throttling losses; 

		lost boiler efficiency (steam plant only);

		additional works power. 

6.2	Part-loading of Generating Units is paid for through the 
Pooling and Settlement Agreement.

7.	Fast Starts 

7.1	Payments for Fast Starts from Gas Turbine or Pumped Storage 
Units shall include a payment for maintaining the Fast Start 
Capability.

7.2	Any energy produced as a result of a Fast Start is paid for 
through the Pooling and Settlement Agreement. 

7.3	In the case of a Fast Start, a normal start is paid for 
through the Pooling and Settlement Agreement and costs over 
and above those of a normal start are paid for through the 
Ancillary Services Agreement. 

7.4	Payments to Pumped Storage for selecting spin-in-air mode for 
frequency response purposes include a sum in respect of the 
fixed costs of adopting such a mode. 

8.	Load Reduction

8.1	The cost of providing Load Reduction shall include sums in 
respect of:

	(a)	maintaining the capability to trip load automatically 
in response to a frequency deviation; and 

	(b)	in the case of Pumped Storage, the additional cost of 
energy over that programmed. 

9.	Black Start

9.1	The cost of providing a Black Start Capability shall include 
the maintenance costs incurred as a direct result of providing the 
Capability. 

Schedule D

Schedule of Payments for Supply of Reactive Power

Part 1

Generating Unit Amount

					(pound / half hour)

Part 2

SYNCHRONOUS COMPENSATION

Operating Charges

Generating ]Plant] [Unit]			Amount per minute


Schedule E.

[Part Loaded] Plant

Tariff for Primary and Secondary
Frequency Response and 5 Minute Reserve

Generating			Primary					Primary 
Secondary	5
Unit									and 5 Minute

Loading	Response	Reserve	pound/min	Loading	Response	Reserve
	pound/min Loading
										             
Response Reser
											pound/min
	MW		MW/Hz		MW		MW		MW/Hz		MW  MWMW/


Primary and Secondary							Secondary 
and 5 Minute

Loading		Response	Reserve	pound/min			Loading
	Response Reserve
										pound/min
									MW	MW/HzMW



Schedule F

Part 1

Gas Turbine [Pumped Storage] Units in service for Low Frequency 
Relay initiated or manual Frequency Response or Load Reduction

Unit Amount per half hour Amount per Start*



Part 2

Pumped Storage Adopting Spinning in Air Mode + Fast Start from 
Spinning in Air Mode

Pumped Storage Amount Per Amount Per Hour Amount Per Start

Unit Mode Adoption



Part 3

Pumped Storage Fast Start From Standstill

Pumped Storage Unit Amount Per Start



Part 4

Pumped Storage - Despatch of Final Pumping Programs

Capability Payment


Part 5

Pumped Strata Adopting Spin Pump Mode and Start from Spin Pump 
Mode

Unit Amount Per Mode Adoption Amount Per Hour Amount per Start



Part 6

Pumped Storage Trip De-Load and Re-Start

Unit Amount Per Trip Amount Per Re-Start Amount Per De-Load



Part 7

Payments for Emergency Mode Changes



* Note: applicable only to Gas Turbine Units.


Schedule H

Notices

NGC's address for service of Notices:



Generator's address for service of Notices:


Schedule I

Indexation Formulae


Schedule J

Definitions

"the Act" - the Electricity Act 1989;

"Active Power" - The product of voltage and the in-phase component 
of alternating current measured in units of Watts and standard 
multiples thereof i.e. 

	100 Watts = 1kW

	1000kW = 1MW

	1000 MW = 1GW

	100 GW = 1TW;

'Affiliate" - in relation to NGC means any holding company or 
subsidiary of NGC or any subsidiary of a holding company of NGC, 
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 section is not in force at the date 
of this Agreement as if such latter section were in force at such 
date;

"Agreement" - this agreement (including the Schedules) as amended, 
extended, supplemented, novated or modified from time to time;

"Ancillary Services" - any or all of the following:

	Reactive Power;

	Reactive Power supplied by means of Synchronous;

	Compensation;

	Cancelled Start;

	Hot Standby;

	Primary Response;

	Secondary Response;

	Five Minute Reserve;

	Frequency Response by means of Gas Turbine Unit Fast Start;

	Frequency Response by means of a Pumped Storage Unit Fast 
Start;

	Frequency Response by means of a Fast Start from a Pumped 
Storage Unit Spinning-in-Air;

	Despatch of Pumped Storage Plant pumping programme;

	Frequency Response by means of Load Reduction;

	Black Start Capability;

	such other ancillary services as the Parties may agree from 
time to time;

"Ancillary Services Agreement" - 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" - the business relating to Ancillary Services 
carried on by the Ancillary Services Provider;

"Ancillary Services Provider" - the person who for the time being 
and from time to time is required by the terms of a licence 
granted under Section 6(1)(b) of the Act to contract for Ancillary 
Services;

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

"Authorised Electricity Operator" - any person (other than NGC in 
its capacity as operator of the NGC Transmission System) who is 
authorised to generate, transmit or supply electricity;

"Authorised Recipient" - 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 14 of this Agreement 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;

"Availability Declaration" - a statement of the availability for 
generation of a Centrally Despatched Generating Unit submitted by 
the Generator pursuant to the Grid Code;

"Black Start" - the procedure necessary for a recovery from a 
Total Shutdown or Partial Shutdown;

"Black Start Capability" - an ability in respect of a Black Start 
Station for at least one of its Generating Units to Start-Up from 
Shutdown and to energise a part of the System and be Synchronised 
to the System upon instruction from NGC within two hours without 
an external electrical power supply;

"Black Start Station" - a Power Station which is registered 
pursuant to a Supplemental Agreement as having a Black Start 
Capability;

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

"Bulk Supply Point" - any point of supply where Energy Metering 
Equipment for the purposes of the bulk supply tariff is or would 
have been located as more particularly defined in the Pooling and 
Settlement Agreement;

"Business Day" - a week-day other than a Saturday on which banks 
are open for domestic business in the City of London;

"Business Person" - any person who is a Main Business Person or a 
Corporate Functions Person and "Business Personnel" shall be 
construed accordingly;

"Cancellation Instruction" - an instruction issued by NGC 
cancelling a previous instruction in the circumstances set out in 
Clauses 5 or 6;

"Canceled Start" - a response by the Generator to a Cancellation 
Instruction;

"Central Despatch" - the process of Scheduling and issuing direct 
instructions by NGC referred to in paragraph 1 or Condition 7 of 
the Transmission Licence;

"Centrally Despatched Generating Unit" - a Generating Unit within 
a Generating Plant;

"Commercial Ancillary Services" - Ancillary Services other than 
System Ancillary Services;

"Competent Authority" - 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;

"Confidential Information" - all data and other information 
supplied to the Generator by NGC under the provisions of this 
Agreement;

"Connection Site" - each location more particularly described in 
the relevant Supplemental Agreement at which the Generator's 
Equipment and NGC Assets required to connect the Generator to the 
NGC Transmission System are situated or at which the Generator's 
Equipment is connected to a User System;

"Corporate Functions Person"  - 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 adviser to or performs 
work in relation to or services for the Main Business;

"Customer" - a person to whom electrical power is provided 
(whether or not he is the same person as the person who provides 
the electrical power);

"Decommission" - cessation of use by the Generator of the 
Generator's Equipment at any given Connection Site for a 
continuous period exceeding 12 months pursuant to the relevant 
Supplemental Agreement;

"Deenergise" - 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 at a Connection Site through the 
Generator's Equipment; ""Deenergised" shall be construed 
accordingly;

"Demand" - the demand of MW and MV Ar of electricity;

"Derogation' - a direction issued by the Director or any provision 
of any Supplemental Agreement, which in either case, relieves the 
Generator from its obligation under the Generation Licence or 
under the Master Connection Agreement to comply with such parts of 
the Grid Code as may be specified in such direction or provision;

"Despatch" - the issue by NGC of instructions for Generating Plant 
to achieve specific Active Power and Reactive Power levels or 
target voltage levels within Generation Scheduling and Despatch 
Parameters listed in the Grid Code SDC and by stated times;

"Desynchronisation" - the act of taking a Generating Unit off a 
System to which it has been Synchronised, by opening any 
connecting circuit breaker;

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

"Disconnect" - permanent physical disconnection of the Generator's 
Equipment at any given Connection Site;

"Distribution Code" - the Distribution Code required to be drawn 
up by each PES and approved by the Director, as from time to time 
revised with the approval of the Director;

"Distribution System" - the system consisting (wholly or mainly) 
of electric lines owned or operated by any Authorised Electricity 
Operator and used for the distribution of electricity from Grid 
Supply Points or Generating Units or other entry points to the 
point of delivery to Customers or Authorised Electricity Operators 
and includes any Remote Transmission Assets operated by such 
Authorised Electricity Operator and any electrical plant and 
meters owned or operated by the Authorised Electricity Operator in 
connection with the distribution of electricity, but does not 
include any part of the NGC Transmission System;

"Effective Date" - 31st March 1990;

"Electricity" - Active Energy and Reactive Energy;

"Embedded" - 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 or of NGC 
(but with no other connection to the NGC Transmission System);

"Energy" or "Active Energy" - the electrical energy produced, 
flowing or supplied by an electric circuit during a time interval, 
being the integral with respect to time of the instantaneous 
power, measured in units of Watt-hours or standard multiples 
thereof i.e.

	1000 Wh	= 1 kWh

	1000 kWh	= 1 MWh

	1000 MWh	= 1GWh

	1000 GWh	= 1 TWh;

"Energy Metering Equipment" - meters instruments transformers 
(both voltage and current), metering protection equipment 
including alarms, circuitry and their associated data collection 
outstations and wiring which are part of the Activity Energy or 
Reactive Energy measuring equipment at or relating to a Site;

"External Interconnection" - Apparatus owned or operated by NGC 
for the transmission of electricity to or from the NGC 
Transmission System into or out of an External System;

"Externally Interconnected Party" - a person operating an External 
System which is connected to the NGC Transmission System by an 
External Interconnection;

"External System" - 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;

"FMS Date" - the date (which is expected to fall on or as soon as 
is reasonably practicable after 31st October 1992) to be specified 
by the Executive Committee (as defined in the Pooling and 
Settlement Agreement) in agreement with the Grid Operator and the 
Settlement System Administrator under the Pooling and Settlement 
Agreement for the national implementation of the revised standards 
specified by Codes of Practice in relation to the Energy Metering 
Equipment of all Parties to the Pooling and Settlement Agreement;

"Fast Start" - a start by a Generating Unit with a Fast Start 
Capability;

"Fast Start Capability" - the ability of a Generating Unit to be 
Synchronised and Loaded to reach full Load within 5 minutes;

"Final Pumping Programme" - a programme submitted by NGC Pumped 
Storage Business to NGC Operations not later than 2000 hours daily 
indicating Demand of each Pumped Storage Unit (including intended 
on and off times) over the period 2200 hours the same day to 0700 
hours the following day or if the following day is not a Business 
Day, 0800 hours, adjusted for the purposes of calculating payments 
under this Agreement to take account of any Pumped Storage Plant 
breakdown and any additional pumping required by NGC Pumped 
Storage Business in accordance with the Grid Code during the Final 
Pumping Programme Period;

"Final Pumping Programme Period" - in relation to Load Reduction 
and/or despatch by NGC the period covered by the Final Pumping 
Programme extended until whichever is the earlier of:

the time at which NGC Pumped Storage Business is next instructed 
to generate; or

the time at which NGC Pumped Storage Business is next programmed 
to generate; or the time of the start of the next Final Pumping 
Programme;

"Five Minute Reserve" - in relation to a Generating Unit a 
response which is fully available within five minutes from the 
time of Frequency change or a Despatch instruction pursuant to the 
Grid Code SDC3, and which is sustainable for a period of four 
hours;

"Frequency" - the number of alternating current cycles per second 
(expressed in Hertz) at which a System is running;

"Frequency Response" - a response by a Generating Unit to a change 
in Frequency with the aim of containing System Frequency within 
the limits provided for under the Grid Code;

"Frequency Sensitive Mode" - automatic incremental or decremental 
generation response to contain initial System Frequency transient 
together with a sustained generation response which is sufficient 
to contain the System Frequency within the limits defined in the 
Frequency Control Strategy as defined under the Grid Code;

"Frequency Sensitive Generation" - the operation of a Generating 
Unit in Frequency Sensitive Mode;

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

"Gas Turbine Unit" - a Generating Unit driven by a gas turbine, 
(for instance by an aero engine);

"Generating Plant" - a Power Station subject to Central Despatch 
including any Generating Unit therein;

"Generating Unit" - any Apparatus which produces electricity;

"Generation Business" - the authorised business of NGC or any 
Affiliate or Related Undertaking in the generation of electricity 
or the provision of Ancillary Services, in each case from Pumped 
Storage Plant;

"Generation Licence" - the licence granted to the Generator 
pursuant to Section 6(1)(a) of the Act;

"Generation Offer Prices" - the set of prices submitted by the 
Generator in respect of each Centrally Despatched Generating Unit 
under the Grid Code SDC;

"Generator's Equipment" - the Plant and Apparatus owned by the 
Generator (ascertained in the absence of agreement to the contrary 
by reference to the principles of ownership set out is the Master 
Connection Agreement) which is connected to the NGC Transmission 
System or to a Distribution System at any particular Connection 
Site or which the Generator wishes so to connect;

"Genset Bid Price" - the meaning attributed to it in the Pool 
Rules;

"Grid Code" - the Grid Code drown up pursuant to Condition 8 of 
the Transmission Licence as from time to time revised in 
accordance with Condition 8.2 of the Transmission Licence; 
references in this Agreement to any specific provision or part of 
the Grid Code shall be construed as references to such provision 
or part as from time to time amended;

"Grid Code OC" - the Operating Codes of the Grid Code;

"Grid Code SDC" - the Scheduling and Despatch Codes of the Grid 
Code;

"Grid Entry Point" - a point at which a Non-Embedded Generating 
Unit connects to the NGC Transmission System;

"Grid Supply Point" - a point of supply from the NGC Transmission 
System to PES's or to other Users with User Systems with Customers 
connected to them or Non-Embedded Customers;

"Hot Standby" - in relation to a Steam Turbine Generating Plant a 
condition of readiness to be able to Synchronise and attain an 
instructed output in a specified timescale;

"Lagging" - in relation to Reactive Power exporting MV Ar;

"Leading" - in relation to Reactive Power importing MV Ar;

"Licence" - any one or more as appropriate of the Licences granted 
pursuant to Section 6 of the Act;

"Load" - the Active or Reactive Power as the context requires 
generated, transmitted or distributed;

"Loaded" - supplying electrical power to the system;

"Load Reduction" - interruption of Demand by means of Low 
Frequency Relays;

"Low Frequency Relay" - an electrical measuring relay intended to 
operate when its characteristic quantity (Frequency) reaches the 
relay settings by decrease in Frequency;

"Main Business" - any business of NGC or any of its subsidiaries 
as at the Effective Date or which it is required to carry on under 
the Transmission Licence other than the Generation Business;

"Main Business Person" - 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;

"Master Connection Agreement" - the agreement designated as the 
Master Connection and Use of System Agreement made between all 
Users of the NGC Transmission System and NGC for connection of 
Plant and/or Apparatus and/or use of the NGC Transmission System, 
and any amendment, extension, variation or modification of that 
agreement;

"Mode Change" - in relation to a Pumped Storage Unit a change from 
one operating condition to another;

"Modification" - any actual or proposed replacement, renovation, 
modification, alteration or construction by or on behalf of either 
Party to that Party's Plant or Apparatus or the manner of its 
operation which has or may have a Material Effect on the other 
Party for the purposes of the Master Connection Agreement at a 
particular Connection Site;

"New Connection Site" - a proposed Connection Site in relation to 
which there is no Supplemental Agreement in force between the 
Parties;

"NGC Assets" - the Plant and Apparatus owned by NGC necessary to 
connect the Generator's Equipment to the NGC Transmission System 
at any particular Connection Site;

"NGC Pumped Storage Business" - the authorised business of NGC or 
any Affiliate or Related Undertaking in the generation of 
electricity or the provision of Ancillary Services from Pumped 
Storage Plant;

"NGC Transmission System" - 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;

"Non-Embedded Customer" a Customer except for a PES receiving 
electricity direct from the NGC Transmission System irrespective 
of from whom it is supplied;

"Offered Availability" - the availability, expressed in MW less 
the MW consumed by that Centrally Despatched Generating Unit 
through the Centrally Despatched Generating Unit's unit 
transformer when producing the same, of a Centrally Despatched 
Generating Unit as set out in the relevant Availability 
Declaration or revision thereof, which in the case of an Embedded 
Centrally Despatched Generating Unit grossed up to represent MW 
metered at the relevant Grid Supply Point using the conversion 
factor supplied pursuant to the Grid Code SDC;

"Operational Metering Equipment" - meters, instrument transformers 
(both voltage and current), transducers metering protection 
equipment including alarms circuitry and their associated 
outstations as may be necessary for the purposes of the Grid Code 
CC 6.5.5 and the corresponding provision of the relevant 
Distribution Code

"Part Loaded" - in relation to a Generating Unit, on load but not 
running at Registered Capacity;

"Partial Shutdown" - the same as a Total Shutdown except that all 
generation has ceased in a separate part of the Total System and 
there is no supply from External Interconnections or other parts 
of the Total System to that part of the Total System and, 
therefore, that part of the Total System is shutdown, with the 
result that it is not possible for that part of the Total System 
to begin to function again without NGC's directions relating to a 
Black Start;

"Party" - each person for the time being and from time to time a 
party to this Agreement and any successor(s) in title to, or 
permitted assign(s) of, such person;

"Permitted Activities" - activities carried on for the purposes of 
the Main Business;

"PES" - a holder of a licence granted under Section 6(1)(c) of the 
Act;

"Plant" - fixed and movable items used in the generation and/or 
supply and/or transmission of electricity other than Apparatus;

"Pool Members" - the Founder Generators and Founder Suppliers and 
any other person admitted to pool membership under the Pooling and 
Settlement Agreement in each case until it shall have resigned 
from pool membership or otherwise ceased to be a member in 
accordance therewith;

"Pool Purchase Price" - the Pool Purchase Price for a Settlement 
Period determined pursuant to the Pool Rules;

"Pool Rules" - the rules set out in Schedule 9 to the Pooling and 
Settlement Agreement as amended, varied or substituted from time 
to time in accordance with the terms of the Pooling and Settlement 
Agreement;

"Pooling and Settlement Agreement" - the agreement of that title 
for the time being approved (or to be approved) by the Secretary 
of State or by the Director as from time to time amended;

"Power Station" - an installation comprising one or more 
Generating Units (even where separately sited) owned or controlled 
by the same Generator which may reasonably be considered as being 
managed as one Power Station;

"Primary Response" - in relation to a Generating Unit the 
automatic response to Frequency changes released increasingly with 
time over the period 0 to 10 seconds from the time of Frequency 
change and fully available by the latter and which is sustainable 
for at least a further 20 seconds;

"Protected Information" - any information relating to the affairs 
of a Party which is furnished by such Party 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; and 
any data and other information of a commercially confidential 
nature relating to the details (including the financial details) 
of this Agreement, the negotiations leading up to the making of 
this Agreement and any other discussions or negotiations arising 
during the term of this Agreement and relating thereto;

"Pumped Storage Plant" - the Dinorwig and/or Ffestiniog Generating 
Plants owned by NGC;

"Pumped Storage Unit" - a Generating Unit within a Pumped Storage 
Plant;

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

"Reactive Power" - 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 i.e. 1000 V Ar = 1 kVAr; 
1000 kVAr = 1 MVAr;

"Reactive Power Test" - a test specified in the Grid Code OC5 
carried out by the Generator on the instructions of NGC in order 
to demonstrate that a Generating Unit meets the Reactive Power 
capability required by the Grid Code;

"Registered Capacity" - the normal full load capacity of a 
Generating Unit as declared by the Generator, less the MW consumed 
by the Generating Unit through the Generating Unit's unit 
transformer when producing the same;

"Related Undertaking" - in relation to NGC means any undertaking 
in which NGC has a participating interest as defined by Section 
260 of the Companies Act 1985 as substituted by Section 22 of the 
Companies Act 1989 and if that section is not in force at the date 
of this Agreement as if such section were in force at such date;

"Remote Transmission Assets" - any Plant and Apparatus or meters 
owned by NGC which are (a) embedded in the Distribution System of 
an Authorised Electricity Operator and are not directly connected 
by lines and plant owned by NGC to a sub-station owned by NGC and 
(b) are by agreement between NGC and such Authorised Electricity 
Operator under the direction and control of such Authorised 
Electricity Operator;

"Review Date" - 1st April 1993 and each successive third 
anniversary of such date during the term of this Agreement but 
construed subject to the provisions of Sub-Clauses 2.4 to 2.8 and 
the expression "Relevant Review Date" shall be construed 
accordingly;

"Schedule Day" - the period from 0500 hours in the Settlement Day 
until 0500 hours in the next following Settlement Day;

"Second Tier Customer" - a person who is supplied with Electricity 
by a Second Tier Supplier;

"Second Tier Supplier" - a holder of a Second Tier Supply Licence 
granted under Section 6(2)(a) of the Act;

"Secondary Response" - in relation to a Generating Unit the 
automatic response to Frequency changes which is fully available 
by 30 seconds from the time of Frequency change to take over from 
Primary Response and which is sustainable for at least a further 
30 minutes;

"Secretary of State" - the same meaning as in the Act;

"Settlement Day" - the period from 0000 to 2400 hours each day;

"Settlement Period" - a period of 30 minutes ending on the hour 
and half hour in each hour during the Schedule Day;

"Settlement System" - 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" - the person appointed for the 
time being or any replacement thereof from time to time pursuant 
to the Pooling and Settlement Agreement to operate all or part of 
the Settlement System;

"Shutdown" - the condition of a Generating Unit where the 
generator rotor is at rest or on barring;

"Site" (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;

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

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

"Spin Pump Mode" - in relation to a Pumped Storage Unit the 
condition where the Pumped Storage Unit is rotating at Synchronous 
Speed with the pump de-watered;

"Spinning in Air" - the condition where a Pumped Storage Unit is 
rotating at Synchronous Speed with the turbine de-watered and is 
programmed to generate automatically if System Frequency falls to 
a designated level;

"Start-Up" - the action of bringing a Generating Unit from 
Shutdown to Synchronous Speed;

"Start-up Price" - the start-up component of the Generation Offer 
Prices;

"Supplemental Agreement" - an agreement to be entered into between 
NGC and the Generator covering each Connection Site of the 
Generator pursuant to the Master Connection Agreement and in the 
form required by the Master Connection Agreement;

"Supplier" - a PES or a Second Tier Supplier;

"Synchronous Compensation" - the operation of rotating synchronous 
Apparatus for the specific purpose of either the generation or 
absorption of Reactive Power;

"Synchronised" - the condition where an incoming Generating Unit 
or System is connected to the busbars of another System so that 
the Frequencies and phase relationships of that Generating Unit or 
the System, as the case may be, and the System to which it is 
connected are identical; "Synchronise" and Sychronisation" shall 
be construed accordingly;

"Synchronous Speed" - that speed required by a Generating Unit to 
enable it to be synchronised to a System;

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

"System Ancillary Services" - any or all of the following:

	Reactive Power;

	Primary Response;

	Secondary Response;

	Five Minute Reserve;

	Frequency Response by means of Gas Turbine Unit Fast Start;

	Frequency Response by means of Pumped Storage Unit Fast 
Start;

	Black Start Capability;

"Total Shutdown" - the situation existing when all generation has 
ceased and there is no electricity supply from External 
Interconnections and, therefore, the Total System has shutdown 
with the result that it is not possible for the Total System to 
begin to function again without NGC's directions relating to a 
Black Start;

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

"Transfer Scheme" - the transfer scheme made by the Central 
Electricity Generating Board established under Section 66 of the 
Act or by the Secretary of State under Section 69 of the Act;

"Transmission Licence" - the Licence granted to NGC under Section 
6(1)(b) of the Act;

"User" - any person using the NGC Transmission System;

"User System" 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 liens 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 Systems, as the 
case may be, including any Remote Transmission Assets operated by 
such User or other person and any Plant and/or Apparatus and 
meters owned or operated by the User or other person in connection 
with the distribution of electricity but does not include any part 
of the NGC Transmission System.




Schedule K

Part 1

Canceled Starts

Generation Unit 	Period before Synchronisation



Part 2

Hot Standby

Generation Unit 	Value of H





DATED               1990


                    THE NATIONAL GRID COMPANY PLC

                                - to -


                   [                              ]



               at [                                 ]

INTERFACE AGREEMENT - CONTENTS


Clause
Title
Page



1  Definitions and Interpretation                           1
2  Right to Retain Asset                                   12
3  Modifications, Replacments and Alterations              13
4  Security and Compliance with Statutes etc.              14
5  Relocations                                             17
6  Removals                                                19
7  Rights of Access                                        20
8  Services and Use of Assets                              23
9  Payment                                                 24
10 Non-Interference                                        25
11 Cable Tunnels                                           26
12 Dispute Resolution                                      27
13 Governing Law and Jurisdiction                          30
14 Confidentiality                                         31
15 Title to Assets                                         37
16 Limitation of Liability                                 39
17 Intellectual Property                                   41
18 Force Majeure                                           42
19 Waiver                                                  43
20 Notices                                                 43
21 Variations                                              44
22 Overriding Provisions                                   44
23 Assignment and Sub-Contracting                          45
24 Illegality and Partial Invalidity                       45
25 Term and Termination                                    46
26 Registration and Memorandum                             46
27 Entire Agreement                                        47



Schedule 1		Genco's Assets on NGC's Land
Schedule 2		Genco's Land
Schedule 3		NGC's Assets on Genco's Land
Schedule 4		NGC's Land
Schedule 5		Part I - Security Details
			Part II - Plant MV LV Apparatus
			Safety Co-ordination Procedures
Schedule 6		Common Assets
Schedule 7		Services
Schedule 8		Charges
Schedule 9		Addresses, Fax No's etc.

INTERFACE AGREEMENT



THIS DEED OF AGREEMENT is made on the date stated on the Cover 
between the Parties stated thereon

WHEREAS

(A)	Certain assets of NGC (including assets of third parties 
used by NGC under arrangements with such third parties) are 
situated on property title to which (by way of freehold or 
leasehold) is vested in Genco;
(B)	Certain assets of Genco (including assets of third parties 
used by Genco under arrangements with such third parties) 
are situated on property title to which (by way of freehold 
or leasehold) is vested in NGC; and
(C)	Certain assets and facilities of one party, whether situated 
on that party's property or not, are required for use by 
both parties in the carrying on of their respective 
undertakings.
(D)	This Agreement is entered into by the parties to give effect 
to appropriate arrangements in respect of such assets and 
the use of assets and facilities.

NOW IT IS HEREBY AGREED as follows:-


	DEFINITIONS AND INTERPRETATION

	In this Agreement, the following words and expressions 
shall, unless the subject-matter or context otherwise 
requires or is inconsistent therewith, bear the following 
meanings:-

	"the Act"		the Electricity Act 1989;

	"Asset"		a Genco Asset or an NGC Asset (as the case may be);

	"Affiliate"		in relation to a Party means any holding company or
 			subsidiary of that Party or any subsidiary of a holding
 			company of that Party, 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 of 1989
 			and if that section is not in force at the date of this
 			Agreement as if such section were in force at such date;

	"CEGB"		the Central Electricity Generating Board;

	"Common Asset"	an asset specified in Schedule 6;

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

	"Connection		the Master Connection and Use of System Agreement 
Agreement"		entered into by, among others, the Parties regarding, among 			
other things, the connection of Genco's Plant and Apparatus (as defined 
therein) to the NGC Transmission System (as	defined therein) and the use 
by Genco of such system;

	"Cover"		the page of this Deed headed as such which 
page shall form part of this Deed;

	"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 ofpersons to whom the Directive is addressed) 
and includes	any modification, extension or replacement 
thereof then in	force;

	"the Director"		the Director General of Electricity 
Supply appointed for the time being pursuant to Section 1(1) of the 
Act by the Secretary of State;

	"Electricity		Genco's licence granted pursuant to 
S.6(1)(a) of the Generating		Act; 	Licence"

	"Emergency		in relation to a Party, all employees of 
that Party who	Personnel"		have appropriate knowledge and 
experience and are recognised by that Party as being able to 
carry out competently and safely emergency action for 
the purposes of clause 10;

	"Force Majeure"	in relation to a Party, any event or 
circumstance which	is beyond the reasonable control of that 
Party, and which results in or causes the failure of that 
Party to perform any of its obligations under this Agreement 
including any 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 of 
explosion, fault or failure of plant and apparatus which
could not have been prevented by Good Industry Practice,
governmental restraint, Act of Parliament legislation, bye-law			
and Directive (not being any order, regulation or directive 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;

	"Genco's Assets"	those assets listed in Schedule 1 
(including any plinths
			or other structures (excluding buildings) to 
or upon which the 			same are affixed and to or 
upon which no assets of any 				other person 
are affixed and any straps, bolts or other such 			
	things for attachment thereto) as any of the same may 
be 				Modified pursuant to this
Agreement;

	"Genco's Land"	the land described in Schedule 2;

	"Genco Radio 	all that telecommunications equipment owned 
or 
	Equipment"		operated by Genco and situated on NGC 
Radio
				Towers and Masts and listed in Schedule 1;

	"Genco Radio	those radio towers and masts owned by Genco 
and
	Towers and Masts"	and not situated on NGC's Land but on 
which NGC
				Radio Equipment is situated;

	"Good Industry	the exercise of that degree of skill, 
diligence, 
	Practice"		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;

	"Grantee"		in any particular case the owner of the Asset 
in question;

	"Grantor"		the owner of Grantor's land;

	"Grantor's Land"	Genco's Land and/or NGC's Land as the 
context so
				requires;

	"the Grid Code"	the document or documents produced 
pursuant to the
				NGC Transmission Licence, as from time to 
time revised
				in accordance with the NGC Transmission 
Licence;

	"High Voltage 	electric lines of a nominal voltage exceeding 
132
	Lines"			kilovolts;

	"HV"			of a nominal voltage exceeding 650 volts;

	"Intellectual		patents, trademarks, service marks, 
rights in designs,
	Property"		trade names, copyrights and topography rights 
(whether
				or not any of the same is registered and 
including 
				applications for registration of any of the 
same) and 
				rights under licences and consents in 
relation to any
				of the same and all rights or forms of 
protection of a
				similar nature or having equivalent or 
similar effect to
				any of the same which may subsist anywhere in 
the
				world;

	"Interconnectors"	the electric lines, electrical plant and 
meters owned 
				or operated by NGC for the transmission of 
electricity
				into or out of transmission systems in France 
or 
				Scotland;

	"Modification"	in relation to an Asset, any alteration to or 
replacement
				of such Asset pursuant to clause 3.1 of this 
Agreement
				and "Modify" and "Modified" shall be 
construed
				accordingly;

	"NGC's Assets"	those assets listed in Schedule 3 (including 
any plinths
				or other structures (excluding buildings) to 
or upon 
				which the same are affixed and to or upon 
which no
				assets of any other person are affixed and 
any straps,
				bolts or other such things for attachment 
thereto) as
				any of the same may be Modified pursuant to 
this
				Agreement;

	"NGC's Land"	the land described in Schedule 4;

	"NGC Radio		all that telecommunications equipment 
owned or
	Equipment		operated by NGC and situated from time to 
time on
				Genco Radio Towers and Masts as listed in 
Schedule 3.


	"NGC Radio		those radio towers and masts owned by 
NGC and not
	Towers and Masts"	situated on Genco's Land but on which 
Genco Radio
				equipment is situated;

	"NGC 			NGC's licence granted pursuant to 
Section 6(1)(b) 
	Transmission		of the Act;
	Licence"

	"Party"		each person for the time being and from time 
to time
				part to this Agreement and any successor(s) 
in title
				to, or permitted assign(s) of, such person;

	"Permitted 		in relation to a Right of Access, the 
purpose specified 
	Purpose"		in the clause granting such Right of Access;

	"Providing Party"	in the context of clause 8, a Party in 
whom title to a
				Common Asset is vested;

	"Recipient"		in the context of clause 8, the Party 
which is the 
				recipient of the Services;

	"Relocation 		a proposal by the Grantor to the Grantee 
pursuant to
	Proposal"		sub-clause 5.1 for the relocation of any of 
the Grantee's
				Assets;

	"Right of Access"	full right and liberty during the 
currency of this Agreement
				to enter upon and through and remain upon any 
part of 
				the Grantor's Land to the extent necessary 
for a Permitted
				Purpose and subject to the provisions of 
clause 7;

	"Services"		in the context of clause 8, the goods 
and services 
				specified in Schedule 7;

	"Supplemental	an agreement entered into between the Parties 
in
	Connection		substantially the form set out in the 
appropriate 
	Agreement"		schedule to the Connection Agreement;

	"Supplier"		in the context of clause 8, the Party 
which is the provider
				of Services to the Recipient;

	"Transfer Scheme"	the scheme of that name made pursuant to 
the Act; and

	"Using Party"		in relation to a Common Asset, the Party 
(not being the
				Providing Party) which uses that Asset.

	

In this Agreement:-

(i)	unless the context otherwise requires all references to a 
particular clause, sub-clause, paragraph or Schedule shall 
be a reference to that clause, sub-clause, paragraph or 
Schedule in or to this Agreement;
(ii)	the table of contents and headings are inserted for 
convenience only and shall be ignored in construing this 
Agreement;
(iii)	references to the words "include" or "including" are to 
be construed without limitation to the generality of the 
preceding words;
(iv)	unless there is something in the subject matter or the 
context which is inconsistent therewith, any reference to an 
Act of Parliament or any Section thereof or Schedule 
thereto, or other provision thereof or any instrument, order 
or regulation made thereunder shall be construed at the 
particular time as including a reference to any 
modification, extension, replacement or reenactment 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; and
(v)	references to the masculine shall include the feminine and 
references in the singular shall include the plural and vice 
versa and words denoting natural persons shall include 
companies, corporations and any other legal entity and vice 
versa.


RIGHT TO RETAIN ASSET


Subject to sub-clause 5.1, NGC hereby grants to Genco the right 
to retain and replace as provided in this Agreement Genco's 
Assets on NGC's Land in such places as they are currently 
situated and such right shall extend to any Modified Genco Asset.  
NGC shall maintain any shelter and/or support enjoyed by an such 
Asset at the date of this Agreement or, if later, when relocated 
on NGC's Land in accordance with clause 5 and shall further 
maintain in good condition any NGC Radio Towers and Masts to 
which Genco Radio Equipment is attached or by which it is 
supported and grants to Genco a Right of Access for the purpose 
of the maintenance, inspection, testing, removal, operation, 
Modification or repair of any of Genco's Assets.  For the purpose 
of carrying out the said maintenance of the NGC Radio Towers and 
Masts NGC may upon the expiry of reasonable prior notice to Genco 
take any steps reasonably necessary in respect of Genco's Radio 
Equipment to enable such maintenance work to be carried out.

Subject to sub-clause 5.1, Genco hereby grants to NGC the right 
to retain and replace as provided in this Agreement NGC's Assets 
on Genco's Land in such places as they are currently situated and 
such right shall extend to any Modified NGC Asset.  Genco shall 
maintain any shelter and/or support enjoyed by any such Asset at 
the date of this Agreement or, if later, when relocated on 
Genco's Land in accordance with clause 5 and shall further 
maintain in good condition any Genco Radio Towers and Masts to 
which NGC Radio Equipment is attached or by which it is supported 
and grants to NGC a Right of Access for the purpose of the 
maintenance, inspection, testing, removal, operation, 
Modification or repair of any of NGC's Assets.  For the purpose 
of carrying out the said maintenance of the Genco Radio Towers 
and Masts Genco may upon the expiry of reasonable prior notice to 
NGC take any steps reasonably necessary in respect of NGC's Radio 
Equipment to enable such maintenance work to be carried out.


MODIFICATIONS REPLACEMENTS AND ALTERATIONS

A Party may at its own expense replace or alter any of its Assets 
provided that:-
the replacement Asset or the Asset as so altered:-

(i)	is placed in the same or approximately the same position;
(ii)	fulfills the same or a similar purpose;
(iii)	can, where relevant, be accommodated in and on existing 
buildings
	or structures;
(iv)	does not require additional or improved facilities or 
services from
	the Grantor;
(v)	does not restrict the actual and intended use of the 
Grantor's Land
	and any equipment thereon or therein to any materially 
greater 
	extent than the Asset so replaced or altered; and
(vi)	is either of the same or a similar or smaller size or the 
alteration is
	effected substantially within the space occupied by such 
Asset to 
	enable the Asset to be used up to its full capability; and

prior written notification has been given to the Grantor.

If any replacement or alteration permitted by clause 3.1 shall 
require minor alterations or works to the existing buildings or 
structures housing or supporting the Asset in question, such 
alterations or works may be carried out (with the prior written 
approval of the Grantor (such approval not to be unreasonably 
withheld or delayed)) but at the cost of the Grantee.

To the extent that any of the conditions of clause 3.1 are not 
met in relation to any replacement or alteration, the Grantor may 
by notice in writing require the Grantee promptly to remove such 
replacement or alteration and, if the Grantee fails to do so, may 
remove the same itself at the cost and expense of the Grantee.  
On such removal, the Grantee may reinstate the Asset so replaced 
or altered.  

The Grantee shall, if considering moving, replacing, or altering 
any of the Grantee's Assets, give due consideration as to whether 
it shall be operationally practicable, desirable and reasonably 
economic to move such Asset to (or place the replacement or 
altered Asset on) its own property.


SECURITY AND COMPLIANCE WITH STATUTES etc.

Each party undertakes to maintain and provide security in 
relation to the other Party's Assets in accordance with the 
arrangements set out in Part I of Schedule 5.

Each party shall procure that, as between the Parties, all 
reasonable and necessary steps are taken, as and when necessary 
or desirable, in cooperation with the other (and, so far as 
applicable, with any third party), to ensure compliance with the 
provisions (each such provision or part thereof being in this 
clause 4 an "Obligation") of:-

(i)	all statutes and Directives applicable to any Asset and/or 
any part
	(including the whole) of Genco's Land and/or NGC's Land;
(ii)	any statue or Directive which may affect any other property 
(of
	whatever nature) of either Party as a result of the 
existence,
	nature, location, or manner of operation of any Asset; and
(iii)	any statute or Directive requiring the reporting of any 
occurrence
	relating to or affecting any Asset and/or Genco's Land 
and/or
	NGC's Land (including the Reporting of Injuries Diseases and
	Dangerous Occurrence Regulations 1985 and the Electricity 
	Supply Regulations 1988).

Each Party shall, so far as it is aware of the same, unless it 
has reasonable grounds for believing that the other Party 
possesses the information, keep the other Party informed of all 
matters relating to any Obligation or potential Obligation and/or 
the extent to which such Obligation may be applicable.

In the event of any dispute as to responsibility, as between the 
Parties, pursuant to clause 4.2, for compliance with an 
Obligation, that responsibility shall be allocated, so far as 
practicable, on the basis that:-

(i)	each Party shall refrain from taking or permitting any act 
or
	omission which would prevent compliance with an Obligation; 
and
(ii)	positive action required in relation to a Party's property 
as a 
	consequence of the existence, nature, location or manner of 
	operation of that property or any other property of that 
Party
	shall be the responsibility of that Party, and, to the 
extent that
	such action is required in respect of or affecting any 
property
	of the other Party (or property of a third party located in 
or on
	that other Party's Land), such action may be taken with the 
	prior approval of that other Party (such approval, subject 
to
	(i) above, not to be unreasonably withheld or delayed).

The provisions for safety coordination between the Parties 
contained in Part II of Schedule 5 shall apply.
RELOCATIONS

At any time and from time to time during the term of this 
Agreement, the Grantor may with the prior written consent of the 
Grantee (such consent not be unreasonably withheld or delayed) 
require the Grantee to relocate any of the Grantee's Assets 
either to a different location on the Grantor's Land or to the 
Grantee's or a third party's land, such consent to be sought and 
given or refused in accordance with the following procedure:-

The Grantor shall serve a written notice on the Grantee, which 
notice shall specify:-

(a)	the Grantee's Assets which the Grantor wishes to be 
relocated;
(b)	the reasons for such wish;
(c)	the proposed new location for such Assets; and
(d)	the timing of the carrying out of such relocation.

The Grantee shall within one month of receipt of any such notice 
(or such longer period as shall be reasonably necessary) serve a 
counter notice stating:-

(a)	whether or not in its reasonable opinion such Relocation 
Proposal is 
	acceptable to it;
(b)	if the Relocation Proposal is not acceptable to the Grantee, 
the grounds 
	for such opinion and the terms of any alternative proposal 
(the
	"Alternative Relocation Proposal") covering so far as 
relevant the
	matters referred to in items (a) - (d) of clause 5.1.1 which 
would be
	acceptable to the Grantee; and 
(c)	in respect of the Relocation Proposal (if accepted) or of 
any Alternative
	Relocation Proposal, the costs likely to be incurred in 
connection with 
	considering the Relocation Proposal or the Alternative 
Relocation Proposal 
	and effecting the said relocation of the Assets and the 
proper and
	reasonable costs of relocating any other equipment that may 
be necessary
	as a result of the relocation of those Assets and any 
consequential losses
	including payments to third parties incurred as a result of 
the relocation
	of those Assets and the proposed manner and timing of 
payment of the
	same by the Grantor.

If within one month of the date of such counter notice (or such 
longer period as shall be reasonably necessary) the Grantor has 
not withdrawn the Relocation Proposal and the Parties have not 
agreed upon it or the Alternative Relocation Proposal (if any) or 
a variation of either of them (such agreement to include 
agreement on the costs referred to in item (c) of clause 5.1.2) 
the matter shall be dealt with in accordance with Clause 12.

Upon approval or settlement of any Relocation Proposal, 
Alternative Relocation Proposal or variation thereof pursuant to 
clause 5.1, the Grantee shall relocate or procure the relocation 
of the relevant Assets as quickly as reasonably practicable 
(having regard to, amongst other things, technical and 
operational requirements and to its obtaining all necessary 
licences and consents).

The Grantor shall pay to the Grantee all costs referred to in 
item (c) of clause 5.1.2 as agreed or settled pursuant to clause 
5.1 provided that all reasonable endeavours are used to minimise 
such costs and in the event that a Relocation Proposal is 
withdrawn or consent thereto is reasonably withheld pursuant to 
clause 5.1, the Grantor shall pay to the Grantee all costs 
reasonably incurred by the Grantee in connection with considering 
the Relocation Proposal and any counter notice.

Such of the provisions of this Agreement as are appropriate and 
relevant (including the provisions of this clause 5), shall 
continue to apply to any relocated Assets.


REMOVALS

Whenever any of NGC's Assets shall become unusable for the 
purpose for which it was designed or shall not have been used for 
a continuous period of at least twelve months, Genco may, by 
notice in writing to NGC, require NGC to remove such Asset, at 
NGC's expense, from Genco's Land as quickly as practicable and in 
any event before the first anniversary ("the Removal Date") of 
the date of service of such notice unless:-

(i)	Genco shall within the thirty days following service of such 
notice have
	been reasonably satisfied that the Asset will be used by NGC 
before the
	Removal Date, (or such later date as NGC shall propose as is 
reasonable 
	in all the circumstances including the plans of either Party 
for subsequent
	use of the Asset in question or the space occupied by such 
Asset); and
(ii)	the Asset is so used.

In the event that there shall cease to be any Supplemental 
Connection Agreement relating to any of Genco's Assets on NGC's 
Land Genco shall remove all of Genco's Assets from NGC's Land as 
quickly as practicable and in any event within the period 
provided in the Connection Agreement.

In the event that there shall be a Disconnection (as defined in 
the Connection Agreement) of all Plant and Apparatus (as so 
defined) of Genco on NGC's Land then NGC will within 24 months of 
the date of notice of intended Disconnection remove from Genco's 
Land all of NGC's Assets not falling within the definition "NGC 
Assets" under the Connection Agreement and Genco shall pay to NGC 
one half of the costs reasonably incurred by NGC in so doing.  
Provided that where NGC's Land comprises two (or more) separate 
parcels of land and it is operationally necessary for the 
purposes of the business carried on by NGC on NGC's land for NGC 
to retain any of NGC's Assets on Genco's Land notwithstanding the 
Disconnection then in respect of such of NGC's Assets aforesaid 
NGC shall not be under the obligation to remove them from Genco's 
Land until NGC no longer has any operational necessity to retain 
such Assets (or any of them) on NGC's Land Provided further that 
the provisions of Clause 5 hereof shall continue to apply to such 
of NGC's Assets as remain on Genco's Land.

6.4	Where the Grantee is obliged to remove any of its Assets 
from the Grantor's 
	Land, whether under this Clause 6 or otherwise, and fails to 
do so 	in
	accordance with the relevant provisions, the Grantor shall 
be entitled to 
	remove the Asset to land of the Grantee and the Grantee 
shall provide all 
	reasonable assistance to enable the Grantor safely so to do 
and shall
	pay and reimburse to the Grantor all costs and expenses (or 
one half
	of such costs where the obligation to remove such Assets 
arose pursuant
	to sub-clause 6.3) reasonably incurred by the Grantor in so 
doing.


RIGHTS OF ACCESS

A Right of Access includes the right to bring on to the Grantor's 
Land such vehicles, plant, machinery and maintenance or 
construction materials as shall be reasonably necessary for the 
Permitted Purpose.

A Right of Access given to the Grantee may be exercised by any 
person, including third party contractors, reasonably nominated 
from time to time by the Grantee.  To the extent (if any) that 
any particular authorisation or clearances may be required to be 
given by the Grantor and the procedures for giving and obtaining 
the same are not for the time being stipulated in arrangements 
made pursuant to clause 7.3, the same shall be given within a 
reasonable time from the date of the request therfor, save in the 
case of emergency in which case it shall be given without delay.

The Parties shall procure that all reasonable arrangements and 
provisions are made and/or revised from time to time, as and when 
necessary or desirable, to facilitate the safe exercise of any 
Right of Access with the minimum of disruption, disturbance or 
inconvenience to both Parties.  Such arrangements and provisions 
may, to the extent that the same is reasonable, limit or restrict 
the exercise of the Right of Access and/or provide for one Party 
to make directions or regulations from time to time in relation 
to a specified matter.  Matters to be covered by such 
arrangements and/or provision include:-

(i)	the identification of any relevant Assets;
(ii)	the particular access routes applicable to the land in 
question
	having particular regard for the weight and size limits on 
those
	routes;
(iii)	any limitations on times of exercise of a Right of 
Access;
(iv)	any requirements as to prior notification and as to 
authorisation
	or security clearance of individuals exercising such Rights 
of
	Access, and procedures for obtaining the same;
(v)	the means of communication to the other Party and all 
employees
	and/or contractors who may be authorised from time to time 
by
	that Party to exercise a Right of Access of any relevant 
directions
	or regulations made by one Party;
(vi)	the identification of and arrangements applicable to 
Emergency
	Personnel.

Each Party shall procure that any such arrangements and/or 
provisions (or directions or regulations issued pursuant thereto) 
made from time to time between the Parties shall be observed and 
performed by it and all persons authorised by it to exercise any 
Right of Access.

 .1	The Grantee shall procure that all reasonable steps are 
taken in the exercise of
	any Right of Access to:-

	(a)	avoid or minimise damage to the Grantor's Land, or any 
other 
		property thereon or therein;
	(b)	cause as little disturbance and inconvenience as 
possible to 
		the Grantor or other occupier of the Grantor's Land.

	And shall promptly make good any damage caused to the 
Grantor's Land and/or
	such other property in the course of the exercise of such 
rights and shall 
	indemnify the other Party against all actions, claims, 
proceedings, losses, costs
	and demands arising out of such exercise.   

7.4.2	Subject to clause 7.4.1, all such rights shall be 
exerciseable free of any charge
	or payment of any kind.  

	Subject to any contrary arrangements for the time being made 
under clause 7.3,

	a  Right of Access for operation or inspection shall be 
available without prior 	notice; 

	a Right of Access for the purpose of maintenance, testing or 
repair of HV apparatus granted in respect of land on which 
exposed HV conductors are sited shall only be
	exercisable on the giving of at least seven days prior 
written notice to the Grantor except in the case of loss of 
generation or other emergency (in which event the Grantor 
shall render all possible assistance in procuring that the 
Right of Access shall be exercisable as soon as possible);
	and

	a Right of Access for the purpose of Modifying any Asset 
shall be exercisable only after two weeks prior written 
notice to the Grantor.



SERVICES AND USE OF ASSETS

Subject as hereinafter provided, in relation to each Common 
Asset, the Providing Party shall, if required by the Using Party, 
make the Common Asset in question available for continued use by 
the Using Party to at least the same extent as it was available 
for use by the Using Party immediately prior to the date of this 
Agreement.

Subject as hereinafter provided, in relation to each Service, the 
Supplier shall, if required by the Recipient, continue to provide 
the same to the Recipient.  Such provision shall be of such a 
quality and quantity and shall be provided at such times as the 
Recipient shall reasonably request.  The Supplier shall not be 
required to exceed the level of quality or quantity of the 
Service normally provided prior to the date of this Agreement, 
unless specifically agreed otherwise between the Parties.

Where the use of any Common Asset is made available or such 
Service is supplied as aforesaid, the Parties shall procure that 
all reasonable arrangements and provisions are made and/or 
revised from time to time, as and when necessary or desirable 
between the local personnel employed by each of them in that 
regard, such arrangements to include:-

	the identification of the Common Assets and/or Services in 
question including 	(where relevant) the extent of their 
availability;

	the hours during which such use or provision shall be 
allowed or made;

	any requirements as to notification of use or call for 
supply or temporary
	suspension thereof;
	
	any requirements as to authorisation or security clearance 
of individuals and the 	procedures for obtaining the same;

	any safe requirements;
	
	administration of payment arrangements; and

8.3.7	in the case of helicopter landing facilities 
arrangements as to the particular areas 	of Genco's Land to 
be available for the purpose.

	The provision of use of the Common Assets listed in Schedule 
6, Part one and 	the supply of the Services listed in Schedule 
7, Part One  shall not be terminated 	unless the Providing 
Party ceases to require the Common Asset or Service for its 
	own use in which case the supply of the Service or use of 
the Common Asset 	may be terminated by not less than one year's 
notice in writing;

	The provision of use of the Common Assets listed in Schedule 
6, Part Two and 	the supply of the Services listed in Schedule 
7, Part Two shall continue until 	terminated by not less than 
one year's notice in writing by either Party.

Each party shall maintain any Common Asset owned by that Party in 
accordance with Good Industry Practice.


PAYMENT

The Parties agree that the provision of the use of Common Assets 
shall be free of charge.

The Recipient agrees to pay the Supplier the fees for the 
provision of the Services calculated and payable in accordance 
with the relevant provisions of Schedule 8.

The Recipient shall maintain all its relevant assets in such 
repair and condition that the level of services provided does not 
substantially increase as a result of the lack of repair or 
condition of the relevant assets.

Each Party shall pay to the other a fee for that other's 
maintenance costs in respect of that other's Radio Towers and 
Masts such fee to be paid annually and calculated in accordance 
with the relevant provisions of Schedule 8.

Any sums payable under this Agreement shall be payable together 
with any Value Added Tax chargeable on the same.  Any costs, 
expenses or other sums to be repaired or reimbursed to a Party 
under this Agreement shall include any Value Added Tax paid by 
that Party in relation to such sums to the extent that no credit 
is available in respect thereof under Section 15 of the Value 
Added Tax Act 1983.

If either Party fails to pay on the due date any amount properly 
due under this Agreement such Party shall pay to the other 
interest on such overdue amount from and including the date of 
such failure to (but excluding) the date of actual payment (as 
well after as before Judgment) at the rate of 4% over Barclays 
Bank PLC base rate for the time being and from time to time.  
Interest shall accrue from day to day.


NON-INTERFERENCE

Each Party agrees that neither it nor its agents, employees and 
invitees will interfere in any way with any of the other Party's 
Assets without the consent of that other.  For the purposes of 
this clause "interfere" shall include:-
	disconnect or alter the connection of any Asset to any 
system of cables, 	foundations, pipes, drains or other media to 
which it may be connected from time 	to time or to prevent 
supply of any substance or thing through such connected 
	system;

	affix or remove any item or substance of any nature 
whatsoever to or from any 	Asset;
	
	damage any Asset;

	allowing any other person to interfere with any Asset;

	alter any meters or settings on any Asset; and
	
	the obstruction of access to any Asset.

The obligations contained in this clause 10 shall be suspended to 
the extent that emergency action is taken by Emergency Personnel 
in good faith to protect the health and safety of persons or to 
prevent damage to property.  All reasonable care shall be taken 
in the course of such emergency action.  When the emergency has 
ended, any damaged property will be reinstated by the Party whose 
Asset gave rise to the emergency, save for damage occurring by 
reason of lack of reasonable care in the course of the emergency 
action which shall be the responsibility of the Party taking the 
emergency action.


CABLE TUNNELS

Any cable tunnels situated under land owned by either Party to 
this Agreement shall be kept fully maintained and repaired on the 
following basis:

	in the case of cable tunnels containing the HV cables of one 
Party only from time 	to time, maintenance of the whole tunnel 
shall be the responsibility of that Party;

	in the case of cable tunnels containing HV cables of more 
than one Party, 	maintenance of the whole tunnel shall be the 
responsibility of the Party with the 	majority in number of 
such cables for the time being and the cost of such 
	maintenance shall be apportioned between the Parties 
according to level of use;

	in the case of cable tunnels containing solely cables other 
than HV cables 	maintenance shall be the responsibility of 
the Party with the majority in number 	of such cables for the 
time being and the cost of maintenance shall be 	apportioned 
between the Parties according to level of use;

	where any part of any cable tunnel lies on or under land of 
a Party not 	responsible in accordance with the above 
provisions for the maintenance thereof 	that Party grants to the 
responsible Party a Right of Access for all purposes 	necessary 
to discharge its obligations under this clause 11 and shall give 
all 	reasonable cooperation and assistance to the responsible 
Party as may be 	requisite for the proper discharge by the 
responsible Party of its obligations 	under this clause.

In relation to clauses 11.2 and 11.3 if neither Party has a 
majority of the HV or other cables (as the case may be) 
responsibility for maintenance of the tunnel shall rest with the 
owner of the tunnel.


DISPUTE RESOLUTION

Any dispute arising under this Agreement between location 
managers of the Parties shall, if not resolved within 14 days of 
first arising, be referred at the instance of either party to the 
respective Line Managers, or those fulfilling a similar function 
whether or not so called, of NGC and Genco who shall use all 
reasonable endeavours to resolve the matter in dispute within one 
month.

Save where expressly stated in this Agreement to the contrary and 
subject to any contrary provision of the Act, any Licence, or the 
Regulations, 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 this 
Agreement between the Parties shall be and is hereby referred to 
arbitration pursuant to the arbitration rules of the Electricity 
Supply Industry Arbitration Association in force from time to 
time.

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 1950 (notwithstanding anything in Section 34 
thereof) to 1979 (including any modification, extension, 
replacement or reenactment thereof for the time being in force) 
shall apply to any such arbitration wherever the same or any part 
of it shall be conducted.

Subject always to sub-clause 12.5 below, if any tariff customer 
(as defined in Section 22(4) of the Electricity Act 1989) 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 parties, 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 sub-clause 12.5 below) 
against the other Party ("the Other Party") which would but for 
this sub-clause have been a dispute or difference referred to 
arbitration by virtue of sub-clause 12.3 above then, 
notwithstanding the provisions of sub-clause 12.3 above 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 Party but also between either or both of them 
and the Other 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.

For the purposes of this clause Third Party Claim shall mean:-

	any claim by a Defendant Party against the Other Party 
(whether or not already a 	party to the legal proceedings) for 
any contribution or indemnity; or
	
	any claim by a Defendant Contracting Party against the Other 
Party for any relief 	or remedy relating to or connected with 
the subject matter of the legal 	roceedings and substantially 
the same as some relief or remedy claim by the 	tariff 
customer; or

	any requirement by a Defendant 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 the Other Party (whether or 
not 	already a party to the legal proceedings).

Sub-Clause 12.4 above shall apply only if at the time the legal 
proceedings are commenced no arbitration has been commenced 
between the Defendant Contracting Party and the Other 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.


GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in all respects 
in accordance with English law.

Subject and without prejudice to clause 12 and to clause 13.4 the 
Parties irrevocably agree that the courts of England are to have 
exclusive jurisdiction to settle any dispute which may arise out 
of or in connection with this Agreement and that accordingly any 
suit, action or proceeding (together in this clause 13 referred 
to as "Proceedings") arising out of or in connection with this 
Agreement may be brought in such courts.

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 13 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.

For the avoidance of doubt nothing contained in the foregoing 
provisions of this clause 13 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.


CONFIDENTIALITY

For the purposes of this Clause 14 except where the context 
otherwise requires:-

	"Authorised Recipient", in relation to any Protected 
Information, means 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 this clause 14 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 	Genco under the provisions of this 
Agreement.

	"Corporate Functions Person" means any person who:-
	
	is a director of NGC; or
	
	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
	
	is engaged as an agent of or adviser to or performs work in 
relation to or 	services for the Main Business and the 
Generation Business;

	"Generation Business" has the same meaning as in the NGC  
Transmission 	Licence;

	"Main Business" means any business of NGC or any of its 
associates 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;

	
	"Permitted Activities" means activities carried on for the 
purposes of the Main 	Business;

	"Protected Information" means an 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.


Confidentiality for NGC and its Subsidiaries

NGC and its subsidiaries in each of their capacities in this 
Agreement shall secure that Protected Information is not:-

	divulged by Business Personnel to any person unless that 
person is an 	Authorised Recipient;

	used by Business Personnel for the purposes of obtaining for 
NGC or any of its 	subsidiaries or for any other person:-
	
		any electricity licence; or

		any right to purchase or otherwise require, or to 
distribute, electricity 			including by means of an 
electricity purchase contract (as defined in the 			NGC 
Transmission Licence); or

		any contract or arrangement for the supply of 
electricity to customers or 			suppliers; or
	
		any contract for the use of any electrical lines or 
electrical plant belonging 			to or under the control 
of a supplier; and

		used by Business Personnel for the purpose of carrying 
on any activities 			other than Permitted Activities;
	
except with the consent in writing of the Party to whose affairs 
such Protected Information relates.

Nothing in this Clause 14 shall apply:-

	to any Protected Information which, before it is furnished 
to Business Personnel 	is in the public domain;

	to any Protected Information which, after it is furnished to 
Business Personnel:-

		is acquired by NGC or any subsidiary of NGC in 
circumstances in which 			this Clause 14 does not  
apply; or 

		is acquired by NGC or any subsidiary of NGC in 
circumstances in which 			this Clause 14 does apply and 
thereafter ceases to be subject to the
		restrictions imposed by this Clause 14; or

		enters the public domain otherwise than as a result of 
a breach by NGC or 		any subsidiary of NGC of its obligations 
in this Clause 14; or

	to the disclosure of any Protected Information to any person 
if NGC or any 	subsidiary is required or permitted to make such 
disclosure to such person:-

		in compliance with the duties of NGC or any associate 
under the Act or 			any other requirement of a 
Competent Authority; or

		in compliance with the conditions of the NGC 
Transmission Licence or 			any document referred to in 
the NGC Trans-mission Licence with which 			NGC is 
required to comply; or

		in compliance with any other requirement of law; or

		in response to a requirement of any recognised stock 
exchange or 				regulatory authority or the Panel 
on Take-overs and Mergers; or

		pursuant to the Arbitration Rules for the Electricity 
Supply Industry 				Arbitration Association or 
pursuant to any judicial or other arbitral process 		
	or tribunal; or

	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 the Grid Code and the Fuel Security 
	Code) with the Party to whose affairs such Protected 
Information relates.

NGC and its subsidiaries may use all and any information or data 
supplied to or acquired by it, from or in relation to the other 
Party to this Agreement in performing Permitted Activities 
including for the following purposes:-
	
	the operation and planning of the NGC Transmission System;
	
	the calculation of charges and preparation of offers of 
terms for connection to or 	use of the NGC Transmission System;

	the operation and planning of the Ancillary Services 
Business (as defined in the 	NGC Transmission Licence) and the 
calculation of charges therefor;

	the operation of the Settlements Business (as defined in the 
NGC Transmission 	Licence);

	the provision of information under the British Grid Systems 
Agreement and the 	EdF Protocol;

and may pass the same to subsidiaries of NGC which carry out such 
activities and the Parties hereto agree to provide all 
information to NGC and its subsidiaries for such purposes.

NGC undertake 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 to any 
Business Person 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 
authorised by licence or exemption to generate, transmit or 
supply electricity, or who is to be transferred to the Generation 
Business save where NGC or such subsidiary could not, in all 
circumstances reasonably be expected to refrain from divulging to 
such Business Persons Protected Information which is required for 
the proper performance of his duties.

Any copies of the Protected Information, whether in hard copy or 
computerised form, will clearly identify the Protected 
Information as protected.

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.


Confidentiality other than for NGC and its Subsidiaries

Genco hereby undertakes with NGC and its subsidiaries that it 
shall preserve the confidentiality and secrecy of, and not 
directly or indirectly reveal, report, publish, disclose or 
transfer or use for its own purposes Confidential Information 
except:-
	
	14.8.1.1  in the circumstances set out in Clause 14.8.2;

	14.8.1.2 to the extent expressly permitted by this 
Agreement; or

	14.8.1.3 with the consent in writing of NGC.

Exceptions:  the circumstances referred to in Clause 14.8.1.1 
are:-

	14.8.2.1 where the Confidential Information, before it is 
furnished 
	to Genco, is in the public domain; or
		
	14.8.2.2 where the Confidential Information, after it is 
furnished
	to Genco:-

		is acquired by Genco in circumstances which this Clause 
14 does not 			apply; or

		is acquired by Genco in circumstances in which this 
Clause 14 does apply 		and thereafter ceases to be subject 
to the restrictions imposed by this 			Clause 14; or

		enters the public domain otherwise than as a result of 
a breach by Genco 			of its obligations in this Clause 
14; or

	14.8.2.3 if Genco is required or permitted to make 
disclosure of the Confidential 	Information to any person:-

		in compliance with the duties of Genco under the Act or 
any other 				requirement of a Competent 
Authority;
	
		in compliance with the conditions of any Licence or any 
document referred 		in any Licence with which	Genco is 
required to comply;

		in compliance with any other requirement of law;

		in response to a requirement of any stock exchange or 
regulatory 				authority or the Panel on Takeovers 
and Mergers; or

		pursuant to the Arbitration Rules for the Electricity 
Supply Industry 				Arbitration Association or 
pursuant  to any judicial or other arbitral process 		or 
tribunal.





TITLE TO ASSETS

Genco and NGC hereby agree and declare that, the Transfer Scheme 
having divided the property rights and liabilities of CEGB 
between the successor companies named in the Transfer Scheme, 
Genco's Assets are intended to benefit the undertaking, land and 
business of Genco and NGC's Assets are intended to benefit the 
undertaking, land and business of NGC, and such Assets shall 
accordingly be and remain severed from the Grantor's Land and be 
and remain chattels of the Grantee.

Each Party acknowledges that it does not have and will not 
acquire any title, right or interest in any of the other Party's 
Assets save for such rights as are expressly granted herein or 
otherwise provided nevertheless that, if according to any rule of 
law, either Party should have any such title, right or interest 
in any of the other Party's Assets, then such title right or 
interest shall be held upon trust, insofar as it relates to the 
Asset,  for the other Party absolutely and, insofar as it relates 
to the airspace occupied by the Asset and/or any adjoining 
property of the first Party, for that Party absolutely.

Each Party agrees that it shall not by any act or default render 
the other party's Assets liable to any distress execution or 
other legal process, and in the event that such assets shall 
become so liable, shall forthwith give notice of any such 
proceedings to the other Party and shall forthwith notify any 
third party instituting any such process of the ownership of such 
Assets.

If a Party desires to mortgage or charge any of its land or its 
interest therein on which any of the other Party's Assets are 
located or to mortgage or charge any of its own Assets or to 
enter into any arrangement which, if made, might affect the 
rights of the other Party expressly granted herein, then that 
Party shall ensure that the other Party's Assets are not and will 
not be subject to the rights granted therein and are not and will 
not be affected by the mortgage, legal charge or other agreement 
or arrangement, and shall give written notification thereof to 
the other Party.

In the event that either Party shall wish to grant rights over or 
dispose of any interest in or change the use of any land to which 
arrangements under Clauses 2 to 7 inclusive apply, that Party 
shall notify the other Party of such wish and fully consult that 
other in respect thereof and shall not grant such rights or make 
such disposal or change of use save on terms securing to the 
reasonable satisfaction of that other the Rights of Access 
granted in respect of such land.


LIMITATION OF LIABILITY

Subject to sub-clauses 5.3, 6.4, 9.6, 10.2 and 16.5 and save as 
provided in this sub-clause 16.1 and sub-clause 16.2 neither 
Party ("the Party Liable") nor any of its officers, employees or 
agents shall be liable to the other Party for loss arising from 
any breach of this Agreement other than for loss directly 
resulting from such breach and which at the date hereof was 
reasonably foreseeable as not unlikely to occur in the ordinary 
course of events from such breach and which resulted from:-

	physical damage to the property of the other Party, it's 
officers, employees or 	agents; and/or

	the liability of the other Party to any other person for 
loss arising from physical 	damage to the property of any 
person.

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 the other Party, its officers, employees or agents, 
from and against all such and any loss or liability which the 
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.

Subject to sub-clauses 5.3, 6.4, 9.6, 10.2 and 16.5 neither 
Party, nor any of its officers, employees or agents shall in any 
circumstances whatsoever be liable to the other Party for:-
	any loss of profit, loss of revenue, loss of use, loss of 
contact or loss of goodwill; 	or

	any indirect or consequential loss; or
	
	loss resulting from the liability of the other Party to any 
other person howsoever 	and whensoever arising save as provided 
in sub-clauses 16.1.2 and 16.2.

The rights and remedies provided by this Agreement 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 this Agreement, including any rights either 
Party may possess in tort which shall include actions brought in 
negligence and/or nuisance.  Accordingly, each of the Parties 
hereby waives in the fullest extent possible all such rights and 
remedies provided by common law or statute, and releases the 
Party Liable, 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. 

Save as otherwise expressly provided in this Agreement, this 
clause 16 insofar as it excludes or limits liability shall 
override any other provision in this Agreement provided that 
nothing in this clause 16 shall exclude or restrict or otherwise 
prejudice or affect any of:-

	the rights, powers, duties and obligations of either Party 
which are conferred or 	created by the Act, the Electricity 
Generating Licence, the NGC Transmission 	Licence or the 
Electricity Supply Regulations 1988 or any amendment or 
	reenactment thereof; or

	the rights, powers, duties and obligations of the Director 
or the Secretary of State 	under the Act, any such Licence as 
aforesaid or otherwise howsoever.

Each of the sub-clauses of this clause 16 shall:-

	be construed as a separate and severable contract term, and 
if one or more of 	such sub-clauses is held to be invalid, 
unlawful or otherwise unenforceable the 	other or others of 
such sub-clauses shall remain in full force and effect and 
	shall continue to bind the Parties; and
	
	survive termination of this Agreement.

Each Party agrees that the Other Party holds the benefit of sub-
clauses 16.1, 16.2 and 16.3 above for itself and as trustee and 
agent for its officers, employees and agents.  Each Party hereby 
acknowledges and agrees that the provisions of this clause 16 
have been the subject of discussion and negotiation and are fair 
and reasonable having regard to the circumstances as at the date 
hereof.


INTELLECTUAL PROPERTY

All Intellectual Property relating to the subject matter of this 
Agreement conceived, originated, devised, developed or created by 
a Party, its officers, employees, agents or consultants during 
the currency of this Agreement shall vest in such Party as the 
sole beneficial owner thereof save where the Parties agree in 
writing otherwise.


FORCE MAJEURE

If either Party (the "Non-Performing Party") shall be unable to 
carry out any of its obligations under this Agreement due to a 
circumstance of Force Majeure this Agreement shall remain in 
effect but save as otherwise provided herein the Non-Performing 
Party's obligations hereunder shall be suspended without 
liability for a period equal to the circumstance of Force Majeure 
provided that:-

	(i)	the Non-Performing Party gives the other Party prompt 
notice describing 	the circumstance of Force Majeure, including 
the nature of the occurrence, its 	expected duration and the 
particular obligations affected by it, and continues to 
	furnish regular reports with respect thereto during the 
period of Force Majeure;

	(ii)	the suspension of performance is of no greater scope 
and of
	no longer duration than is required by the Force Majeure;

	(iii)	no liabilities of either Party that arose before 
the Force Majeure causing 	the suspension of performance are 
excused as a result of the Force Majeure;

	(iv)	the non-performing Party uses all reasonable efforts to 
remedy its inability 	to perform; and 
	
	(v)	as soon as practicable after the event which 
constitutes Force Majeure 	the Parties shall discuss how best 
to continue their operations so far as possible 	in accordance 
with this Agreement.


WAIVER

No delay by or omission of a Party in exercising any right, 
power, privilege or remedy under this Agreement 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 
future exercise thereof or the exercise of any other right, 
power, privilege or remedy.


NOTICES

Any notice or other communication to be given by one Party to the 
other under, or in connection with the matters contemplated by 
this Agreement shall be addressed to the recipient and sent to 
the address, telex number or facsimile number of such other Party 
given in Schedule 9 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 20 to the Party giving the relevant notice or other 
communication to it. 

Any notice or other communication to be given by one Party to the 
other party under, or in connection with the matters contemplated 
by this Agreement 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:-

	in the case of delivery by hand, when delivered; or

	in the case of first class prepaid post, on the second day 
following the day of 	posting or (if sent airmail from 
overseas) on the fifth day following the day of 	posting; or

	in the case of telex, on the transmission of the automatic 
answerback 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 trans-	mission; or

	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.


VARIATIONS

The provisions of Schedules 1, 3, 6, 7 and 8 may be varied from 
time to time by written memorandum signed by an authorised 
officer of each of the Parties.  Subject thereto no variations to 
this Agreement shall be effective unless made by way of 
supplemental deed.


OVERRIDING PROVISIONS

In the event of any conflict between NGC's or Genco's obligation 
hereunder and their obligations under the Electricity Generating 
Licence and NGC Transmission Licence, the Act, any direction of 
the Secretary of State, the Director or ruling of the Monopolies 
and Mergers Commission, the Grid Code, under any Connection 
Agreement or under any Supplemental Connection Agreement, the 
provisions of the Electricity Generating Licence and NGC 
Transmission Licence, the Act, the Grid Code, any Connection 
Agreement or Supplemental Connection Agreement, the direction of 
the Secretary of State, the Director, or ruling of the Monopolies 
and Mergers Commission shall prevail and accordingly NGC and 
Genco respectively shall not be responsible for any failure to 
perform their respective obligations hereunder to the extent that 
any such failure is directly attributable to proper compliance 
with such provisions, rulings or directions.  

The provisions of the Agreement of even date herewith between the 
Parties relating to access to or use of property or equipment 
affected by a nuclear site licence ("the Nuclear Sites 
Agreement") shall apply to this Agreement and in the event of any 
inconsistency between the provisions of this Agreement and the 
provisions of the Nuclear Sites Agreement the provisions of the 
latter shall prevail.


ASSIGNMENT AND SUB-CONTRACTING

The rights and obligations of a Party may not be assigned 
(otherwise than to an Affiliate or by way of a charge or an 
assignment by way of security) without the consent of the other 
Party, such consent not be unreasonably withheld.

Each Party shall have the right to sub-contract or delegate the 
performance of any of its obligations or duties arising under 
this Agreement without the consent of the other.  The sub-
contracting by either Party of the performance of any obligations 
or duties under this Agreement shall not relieve such Party from 
the liability for performance of such obligation or duty.


ILLEGALITY AND PARTIAL INVALIDITY

If at any time any provision of this Agreement should become or 
be declared unlawful, invalid, illegal or unenforceable in any 
respect under the law of any jurisdiction, neither the validity, 
legality or enforceability of the remaining provisions nor the 
validity, legality or enforceability of such provision under the 
law of any other jurisdiction shall be affected.

If any part of a provision of this Agreement is or becomes or is 
declared invalid, unlawful, illegal or unenforceable but the rest 
of such provision would remain valid, lawful or enforceable if 
part of the wording were deleted the provision shall apply with 
such modifications as may be necessary to make it valid, lawful, 
enforceable and effective but without affecting the meaning of 
legality, validity or enforceability of any other provision of 
this Agreement.


TERM AND TERMINATION

This agreement shall continue until none of NGC's Assets are on 
Genco's land, and none of Genco's Assets are on NGC's land and no 
Common Assets or Service are shared or provided.


REGISTRATION AND MEMORANDUM

Where any or all of the Grantor's Land is registered or the 
Grantee's interest therein is subject to compulsory registration 
at H.M. Land Registry, the parties hereto agree to apply to the 
Chief Land Registrar for the registration as appropriate of the 
rights and obligations granted by or contained in this Agreement 
and further agree to place on deposit at H.M. Land Registry all 
relevant Land or Charge Certificates to enable such registration 
to be effected.

Where any of the Grantor's Land is not so registered or subject 
to compulsory registration, each Party shall procure within six 
months of the date hereof that memoranda of this agreement are 
endorsed on or otherwise securely attached to the most recent 
conveyance (in the case of a freehold interest) or the lease 
under or pursuant to which they hold such land.
ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties 
with respect to he subject-matter hereof, and expressly excludes 
any warranty, condition or other undertaking implied at law or by 
custom, and supersedes all previous agreements and understandings 
between the Parties with respect thereto and:-

	(i)	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 this Agreement; but

	(ii)	the parties acknowledge that each of them may have 
entered or may 			enter into agreements with any 
Public Electric Supplier (as defined in the 			Act) 
containing similar rights and/or liabilities to those contained 
in this 			Agreement affecting NGC's Land and/or Genco's 
Land and any assets 			thereon. The Parties shall, 
when entering into such agreement with any of 		the said 
Public Electricity Suppliers, use reasonable endeavours to avoid 
			conflicts between the provisions thereof and the 
provisions of this 				Agreement but in the event of 
any conflict the parties shall procure that 		
	appropriate arrangements are made to settle the same to give 
full effect
		(so far as practicable) to the rights and liabilities 
under this Agreement 			and under such other 
agreements as aforesaid.  Where relevant the 		
	provisions of Clause 7.3 shall apply.  In the event of any 
dispute as to 			such conflict and/or arrangements the 
dispute shall be dealt with in
		accordance with Clause 12.  

IN WITNESS whereof this Agreement has been entered into under 
seal the day and the year first above written.	


SCHEDULE 1


Genco's Assets on NGC's Land



[To be drawn from appropriate Schedule to Divisionalisation 
Scheme, but to comprise fundamental operational assets on the 
relevant site,] e.g.:-


	(a)	HV Apparatus [including/comprising] busbar isolators, 
circuit
		breaker, earth switch, current transformer, voltage 
transformer;

	(b)	Termination Apparatus [including/comprising] overhead 
		connection tension insulators and downdroppers/HV
		cable sealing ends;

	(c)	Protection, control and alarm apparatus (including 
associated
		panels and multicore cabling);

	(d)	Intertrip apparatus;

	(e)	Standby diesels;

	(f)	Connections to compressed air installations;

	(g)	Sections of water washing installations.

	(h)	Spares [excluding Strategic Spares].

	(i)	Metering equipment.

To the extent not included as part of such assets the same shall 
be deemed to include all control and auxiliary cables and their 
associated terminations, pipes and ducts and other ancillary 
equipment exclusively serving the same.



SCHEDULE 2


Genco's Land


All that the land with the buildings and/or structures thereon 
all which land is shown for the purpose of identification only 
edged red on the attached plan but excluding the area coloured 
pink thereon.


SCHEDULE 3

NGC's Assets on Genco's Land

[To be drawn from appropriate Schedule to Divisionalisation 
Scheme, but to comprise fundamental operational assets on the 
relevant site,] e.g.:-

	(a)	HV Apparatus including/comprising HV Cable, Cable
		Termination and Circuit Breaker;

	(b)	MV Apparatus including/comprising MV Cable, Cable
		Termination and Circuit Breaker;

	(c)	Protection, control and alarm apparatus (including 
		associated panels and multicore cabling);

	(d)	Intertrip apparatus;

	(e)	Standby diesels;

	(f)	Connections to compressed air installations;

	(g)	Sections of water washing installations.

	(h)	Cathodic Protection

	(i)	Aerials

	(j)	Telecoms equipment
		
	(k)	Spares

	(l)	Metering equipment

To the extent not included as part of such assets the same shall 
be deemed to include all control and auxiliary cables and their 
associated terminations, pipes and ducts and other ancillary 
equipment exclusively serving the same.


SCHEDULE 4


NGC'S Land 


All that the land with the buildings and/or structures thereon 
all which land is shown for the purpose of identification only 
coloured pink on the attached plan.


SCHEDULE 5


PART I


Security Details (Cl.4)



1.	NGC's Land 

Security of NGC Site Compounds will be maintained in accordance 
with the Electricity Supply Regulations 1988, which in the case 
of compounds containing exposed HV apparatus will be by a fence 
not less than 2.4 metres high or alternative enclosure.  All 
buildings not enclosed within a site compound fence will be 
securely locked to restrict unauthorised access.  A local 
management instruction will apply to the issue of security keys.


2. 	Genco's Land
	
Security arrangements for Genco's Land will take the general form 
as described below but specifically to accord with the 
instructions issued by the Station Manager (or other person 
fulfilling the same or a similar function whether or not so 
called):-

	(a)	Controlled entry points

	(b)	Security monitoring system

	(c)	Specific high security fencing or alternative enclosure
		of any HV apparatus with any live exposed connections.


Part II

Plant MV LV Apparatus Safety Coordination procedures (Cl. 4.5)

(1)	In this Clause:-

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

	"Connection Site"	shall have the meaning given to it in 
the Grid Code;

	"Existing Rules"	means the rules, procedures or current 
arrange-
				ments for and relating to safety coordination 
across
				boundaries (to permit work to or testing on 
the
				System of one of the Parties which, for this 
to be
				done safely, requires isolation and/or other 
				precautions on Plant and/or MV and/or LV 
				Apparatus whether at, adjacent to or remote 
from
				the location of the work or testing) which 
are in 
				force followed or complied with at Genco's 
Land
				and NGC's Land at the date of this Agreement;

	"Low Voltage"	means a voltage not exceeding 250 volts;
	or "LV"

	"Medium Voltage"	means a voltage exceeding 250 volts but 
not
	or "MV"		exceeding 650 volts;

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

(2)	The Parties will continue to comply with the Existing Rules 
pending any agreed
	modifications thereto.

(3)	The Parties will arrange for the Existing Rules (if not 
already in writing) to be 
	written down and, in any event, to be agreed between the 
person or persons
	responsible on behalf of the relevant Parties for the 
coordination of safety at 
	each Connection Site(s).


SCHEDULE 6


Common Assets (Cl. 8.1)


Part One

(a)	The Batteries Synchronisers and Highland alarm and data
	loggers (if any) detailed on the attached list.


Part Two

Such of the following items (if any) and any other items shown on 
the
attached list:

(b)	Communicating Equipment

(c)	Connections to insulating oil and SF6 gas 
	installations

(d)	Site lighting

(e)	Miscellaneous LV/MV cabling

(f)	Mobile Radioactive Apparatus

SCHEDULE 7


Services (Cl. 8.2)



Part One

Such of the following services (if any) detailed on the attached 
list:

(a)	AC electrical supplies

(b)	Compressed air for switchgear operation

(c)	Water Supplies (other than domestic)

(d)	DC electrical supplies



Part Two

Such of the following services (if any) and any other items 
detailed on the attached list:

(e)	Fire fighting systems and use of adjacent fire hydrants

(f)	Use of system for transporting insulating oil

(g)	Use of system for transporting Sulphur hexafluoride

(h)	Distilled Water

(i)	Helicopter landing Facilities


SCHEDULE 8


Charges

A.  Provision of Services by Genco to NGC

Service			Charge				Period of Charge

AC Electrical Supplies	such amount as shall be		
	monthly 
				agreed between the Parties
				from time to time

Water Supplies		(if substantial monthly supply,
(Other than Domestic)	to be metered (meter installed
				by Genco) and charged at a
				local authority or NRA rate)
				(otherwise nil)

Distilled Water Supplies	As agreed from as used time to
				time between local representatives
				of the Parties as being fair and
				reasonable in all the circumstances

Other Services per		Nil
Schedule 7 



B.  Provision of Services by NGC to Genco

All Services per		Nil


Schedule 7


C.	Radio Towers and Masts

An aggregate annual fee calculated in accordance with the 
following formula which will be applied to each Genco Radio Tower 
or Mast for that period of any year in which it supports NGC 
Radio Equipment and each NGC Radio Tower or Mast for that period 
of any year in which it supports Genco Radio Equipment:


Annual Fee	=   A   X   B
		          	     C


Where     A 	=  	annual maintenance cost of the Grantor's 
Radio Tower
			or Masts in question.

	     B   =	tower loading of Grantee's Radio Equipment 
thereon.

	     C   =	combined tower loading of all radio equipment 
on the	Grantor's Radio Tower or Mast in question.

Tower loading to be measured in Kgf at wind speed of 120 mph.

SCHEDULE 9


Addresses, Fax No's etc. (Cl. 20.)




THE COMMON SEAL of Nuclear Electric plc         		)
was hereunto affixed in the presence of:-            		)



THE COMMON SEAL of NATIONAL GRID plc  			)
was hereunto affixed in the presence of:-                  		)


MWR-DO154a

DATED ________ 1990

THE NATIONAL GRID COMPANY PLC

to

[ _______________ ]

at { _____________ 

INTERFACE AGREEMENT - CONTENTS

Clause	Title
1.	Definitions and Interpretation
2.	Right to Retain Asset
3.	Modifications
4.	Safety, Security and Compliance with Statutes etc.
5.	Relocations of Grantee's Assets
6.	Removals
7.	Rights of Access
8.	Services and Use of Common Assets
9.	Payment
10.	Non-Interference
11.	Cable Tunnels
12.	Dispute Resolution
13.	Governing Law and Jurisdiction
14.	Confidentiality
15.	Dealings with Land
16.	Limitation of Liability
17.	Intellectual Property
18.	Force Majeure
19.	Waiver
20.	Notices
21.	Variations
22.	Overriding Provisions
23.	Assignment and Sub-Contracting
24.	Illegality and Partial Invalidity
25.	Term and Termination
26.	Registration and Memorandum
27.	Entire Agreement
Schedule 1	PES's Assets on NGC's Land
Schedule 2	PES's Land
Schedule 3	NGC's Assets on PES's Land
Schedule 4	NGC's Land
Schedule 5	Part I - Security Details
Part II - Plant MV LV Apparatus Safety Co-Ordination Procedures
Schedule 6	Common Assets
Schedule 7	Shared Services
Schedule 8	Charge for the provision of Site AC Supplies and 
Insulating Oil
Schedule 9	Addresses, Fax Nos etc.


INTERFACE AGREEMENT

THIS DEED OF AGREEMENT is made on the date stated on the Cover 
between the Parties stated thereon

WHEREAS

(A)	Certain assets of NGC (including assets of third parties 
used by NGC under arrangements with such third parties) are 
situated on property title to which (by way of freehold or 
leasehold) is vested in PES;

(B)	Certain assets of PES (including assets of third parties 
used by PES under arrangements with such third parties) are 
situated on property title to which (by way of freehold or 
leasehold) is vested in NGC;

(C)	Certain assets and facilities of one party whether situated 
on that party's property or not, are required for use by 
both parties in the carrying on of their respective 
undertakings; and 

(D)	This Agreement is entered into by the parties to give effect 
to appropriate arrangements in respect of such assets and 
the use of assets and facilities. 

NOW IT IS HEREBY AGREED as follows: 

	DEFINITIONS AND INTERPRETATION

	In this Agreement the following words and expressions shall, 
unless the subject-matter or context otherwise requires or is 
inconsistent therewith, bear the following meanings:

"the Act" - the Electricity Act 1989;

"Asset"	 - a PES's Asset or an NGC's Asset (as the case may 
be);

"Affiliate" - in relation to a Party means any holding company or 
subsidiary of that Party or any subsidiary of a holding company 
of that Party, 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 section is not in force 
at the date of this agreement as if such section were in force at 
such date;

"CEGB" - The Central Electricity Generating Board;

"Common Asset" - assets of the kind listed in Schedule 6 to be 
agreed pursuant to Clause 21.2 or determined pursuant to Clause 
12;

"Competent Authority" - includes 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;
"Connection Agreement" - the Master Connection and Use of System 
Agreement to be entered into by, among others, the Successors to 
NGC and PES regarding, among other things, the connection of PES 
Plant and Apparatus (as defined therein) to the NGC Transmission 
System (as defined therein) and the use by PES of such system;

"Cover" - the page of this Deed headed as such which page shall 
form part of this Deed;

"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 thereto then 
in force;

"the Director" - the Director General of Electricity Supply 
appointed for the time being pursuant to Section 1(1) of the Act 
by the Secretary of State;

"Emergency Personnel" - in relation to a Party, all employees of 
that Party who have appropriate knowledge and experience and are 
recognized by that Party as being able to carry out competently 
and safely emergency action for the purposes of Clause 10;

"Force Majeure" - In relation to a Party, any event or 
circumstance which is beyond the reasonable control of that Party 
and which results in or causes the failure of that Party to 
perform any of its obligations under this Agreement including any 
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 that Party's plant and 
apparatus which could not have been prevented by Good Industry 
Practice, governmental restraint, any Act or Parliament or 
legislation, bye-law, prohibition, measure or directive (not 
being any order, regulation or directive 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;

"Good Industry Practice":  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;

"Grantee- in any particular case the owner of the Asset in 
question;

"Grantor" - in any particular case the owner of the Land in 
question;

"the Grid Code" - the document or documents produced pursuant to 
one of the conditions of the NGC Transmission Licence, as from 
time to time revised in accordance with the Conditions of the NGC 
Transmission Licence;

"HV" - of a nominal voltage exceeding 650 volts;

"Intellectual Property"- patents, trademarks, service marks, 
rights in designs, trade names, copyrights and topography rights 
(whether or not any of the same is registered and including 
applications for registration of any of the same) and rights 
under licences and consents in relation to any of the same and 
all rights or forms of protection of a similar nature or having 
equivalent or similar effect to any of the same which may subsist 
anywhere in the world;

"Land" - NGC's Land or PES's Land (as the case may be);

"Licence" - any Licence granted pursuant to Section 6 of the Act'

"Modification" - in relation to an Asset, any alteration to or 
replacement of such Asset pursuant to sub-clause 3.1 of this 
Agreement and "Modify" and "Modified" shall be construed 
accordingly;

"NGC's Assets" - assets (to be agreed pursuant to Clause 21.2 or 
determined pursuant to Clause 12) of the kind listed in Schedule 
3 (including any plinths or other structures (excluding 
buildings) to or upon which the same are affixed and to or upon 
which no assets of any other person are affixed and any straps, 
bolts or other such things for attachment thereto as any of the 
same may be Modified pursuant to this Agreement;

"NGC's Land" - the land described in Schedule 4;

"NGC Transmission Licence" - NGC's licence granted pursuant to 
Section 6(1)(b) of the Act;

"Party" - each person for the time being and from time to time 
party to this Agreement and any successor(s) in title to, or 
permitted assign(s) of, such person;

"Permitted Purpose" - In relation to a Right of Access, the 
purpose specified in this Agreement for which such Right of 
Access is granted;

"PES's Assets" - assets (to be agreed pursuant to Clause 21.2 or 
determined pursuant to Clause 12) of the kind listed in Schedule 
1 (including any plinths or other structures (excluding 
buildings) to or upon which the same are affixed, and to or upon 
which no assets of any other person are affixed and any straps, 
bolts or other such things for attachment thereto as any of the 
same may be Modified pursuant to this Agreement

"PES's Land" - the land described in Schedule 2;

"PES Licence" - PES's licence granted pursuant to Section 6 of 
the Act;

"Providing Party"- in the context of Clause 8, a Party in whom 
title to a Common Asset is vested;

"Recipient" - in the context of Clause 8, the Party which is the 
recipient of the provision of Services;

"Regulations" the Electricity Supply Regulations 1988 or any 
amendment or re-enactment thereof;

"Relocation Proposal" - a proposal by the Grantor to the Grantee 
pursuant to sub-clause 5.1 for the relocation of any of the 
Grantee's Assets on the Grantor's Land;
"Right of Access" - full right and liberty during the currency of 
this Agreement to enter upon and through and remain upon any part 
of the Grantor's Land subject to the provisions of this 
Agreement;

"Services" - in the context of Clause 8, goods and services of 
the kind listed in Schedule 7 to be agreed pursuant to Clause 
21.2 or determined pursuant to Clause 12;

"Supplemental Connection Agreement"- a site-specific connection 
agreement entered into between the Parties in substantially the 
form set out in the appropriate schedule to the Connection 
Agreement;

"Supplier" - in the context of Clause 8, the Party which is the 
provider of Services to the Recipient; and

"Using Party" in relation to a Common Asset, the Party which is 
not the Providing Party.

References in this Agreement to "the Grantor" shall mean NGC in 
relation to PES's Assets on NGC's land and PES in relation to 
NGC's Assets on PES's Land and references to "the Grantee", 
"Grantor's Land" and "Grantee's Assets" shall be construed 
accordingly.

In this Agreement:

	(i)	unless the context otherwise requires all references to 
a particular Clause, sub-clause, paragraph or Schedule shall 
be a reference to that Clause, sub-clause paragraph or 
Schedule in or to this Agreement; 

	(ii)	the table of contents and headings are inserted for 
convenience only and shall be ignored in construing this 
Agreement; 

	(iii)	references to the words "include" or "including" 
are to be construed without limitation to the generality of 
the preceding words; 

	(iv)	unless there is something in the subject matter or the 
context which is inconsistent therewith, any reference to an 
Act of Parliament or any Section thereof or Schedule 
thereto, or other provision thereof or any instrument, order 
or regulation made thereunder shall be construed at the 
particular time, as including a reference to any 
modification, extension, replacement 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; and 

	(v)	references to the masculine shall include the feminine 
and references in the singular shall include the plural and 
vice versa and words denoting natural persons shall include 
companies, corporations and any other legal entity and vice 
versa.

RIGHT TO RETAIN ASSET

Subject to sub-clause 5.1, NGC hereby grants to PES the right to 
use, retain and Modify as provided in this Agreement PES's Assets 
on NGC's Land in such places as they are currently situated and 
such right shall extend to any Modified PES Asset.  NGC 
undertakes to maintain any shelter or support enjoyed by any such 
Asset at the date of this Agreement or, if later, when relocated 
on NGC's Land in accordance with Clause 5 and grants to PES a 
Right of Access for the purpose of the use, maintenance, 
inspection, testing, removal, operation, Modification or repair 
of any of PES's Assets or for the purpose of compliance with any 
statute or Directive under the provisions of Clause 4. 

Subject to sub-clause 5.1, PES hereby grants to NGC the right to 
use, retain and Modify as provided in this Agreement NGC's Assets 
on PES's Land in such places as they are currently situated and 
such right shall extend to any Modified NGC Asset.  PES 
undertakes to maintain any shelter or support enjoyed by any such 
Asset at the date of this Agreement or, if later, when relocated 
on PES's Land in accordance with Clause 5 and grants to NGC a 
Right of Access for the purpose of the use, maintenance, 
inspection, testing, removal, operation, Modification or repair 
of any of NGC's Assets or for the purpose of compliance with any 
statute or Directive under the provisions of Clause 4.

MODIFICATIONS

The Grantee may at its own expense replace or alter any of its 
Assets provided that:

	The replacement Asset or the Asset as so altered:

	(i)	is placed in the same or approximately the same 
position;

	(ii)	fulfills the same or a similar purpose'

	(iii)	can, where relevant, be accommodated in and on 
existing buildings or structures;

	(iv)	does not require additional or improved facilities or 
services from the Grantor;

	(v)	does not restrict the actual and intended use of the 
Grantor's Land and any equipment thereon or therein to any 
materially greater extent than the Asset so replaced or 
altered; and 

	(vi)	is (unless otherwise agreed by the Grantor, such 
agreement not to be unreasonably withheld or delayed) either 
of the same or a similar smaller size or the alteration is 
effected substantially within the space occupied by such 
Asset to enable the Asset to be used up to its full 
capability.

Prior written notification has been given to the Grantor.

Subject to the Grantor's prior approval (such approval not to be 
unreasonably withheld or delayed) the Modified Asset may be 
installed adjacent to the Asset to be replaced so as to enable 
dual running whilst the Modified Asset is commissioned provided 
that the Grantee shall remove the Asset which the Modified Asset 
replaces as soon as practicable. 

If any Modification shall require minor alterations or works to 
the existing buildings or structures of the Grantor housing or 
supporting the Asset in question such alterations or works may be 
carried out (with the prior written approval of the Grantor (such 
approval not to be unreasonably withheld or delayed)), but at the 
cost of the Grantee.  To the extent that any of the conditions of 
sub-clause 3.1 are not met in relation to any Modification, the 
Grantor may by notice in writing require the Grantee promptly to 
remove such replacement or alteration and, if the Grantee fails 
to do so, may remove the same itself at the cost and expense of 
the Grantee.  On such removal, the Grantee may reinstate the 
Asset to its state prior to such Modification.

The Grantee shall, if considering moving or Modifying any of the 
Grantee's Assets, give due consideration as to whether it shall 
be operationally practicable, desirable and reasonably economic 
to move such Asset to (or place the Modified Asset on) its own 
property. 

SAFETY, SECURITY AND COMPLIANCE WITH STATUTES etc.

Each Party undertakes at its own expense to maintain and provide 
security in relation to the other Party's Assets in accordance 
with the arrangements set out in Part I of Schedule 5.

Each Party shall procure that, as between the Parties, all 
reasonable and necessary steps are taken, as and when necessary 
or desirable, in co-operation with the other (and, so far as 
applicable, with any third party), to ensure compliance with the 
provisions (each such provision or part thereof being in this 
Clause 4 an "Obligation") of;

	(i)	all statutes and Directives applicable to any Asset 
and/or any part (including the whole) of any Land and/or the 
employees of either Party;

	(ii)	any statute or Directive which may affect any other 
property (of whatever nature) of either Party as a result of 
the existence, nature, location, or manner of operation of 
any Asset. 

Each Party shall, so far as it is aware of the same, unless it 
has reasonable grounds for believing that the other Party 
possesses the information, keep the other Party informed of all 
material matters relating to any Obligation.

In the event of any dispute as to responsibility, as between the 
Parties, pursuant to sub-clause 4.2, for compliance with an 
Obligation, that responsibility shall be allocated, so far as 
practicable, on the basis that: 

	(i)	each Party shall refrain from taking or permitting any 
act or omission which would prevent compliance with an 
Obligation; and 

	(ii)	positive action required in relation to a Party's Land 
or Asset as a consequence of the existence, nature, location 
or manner of operation of that Land or Asset shall be the 
responsibility of that Party, and, to the extent that such 
action is required in respect of or affecting any property 
of the other Party (or property of a third party located in 
or on that other Party's land), such action may be taken 
with the prior approval of that other Party (such approval, 
subject to (i) above, not to be unreasonably withheld or 
delayed) and/or third party as the case may be. 

The provisions for safety co-ordination between the Parties 
contained in Part II of Schedule 5 shall apply. 

RELOCATIONS OF GRANTEE'S ASSETS

At any time and from time to time during the term of this 
Agreement the Grantor may with the prior written consent of the 
Grantee (such consent not to be unreasonably withheld or delayed) 
require the Grantee to relocate any of the Grantee's Assets 
either to a different location on the Grantor's Land or to the 
Grantee's or a third party's land, such consent to be sought and 
given or refused in accordance with the following procedure:

	The Grantor shall serve a written notice on the Grantee, 
which notice shall specify:
	
	(a)	the Grantee's Assets which the Grantor wishes to be 
relocated;
	
	(b)	the reasons for such wish;
	
	(c)	the proposed new location for such Assets; and

	(d)	the timing of the carrying out of such relocation.

	The Grantee shall within four months of receipt of any such 
notice (or such longer period as shall be reasonably 
necessary) serve a counter notice stating: 

	(a) 	whether or not in its reasonable opinion such 
Relocation Proposal is acceptable to it;

	(b)	if the Relocation Proposal is not acceptable to the 
Grantee, the grounds for such opinion and the terms of any 
alternative proposal ("the Alternative Relocation Proposal") 
covering so far as relevant the matters referred to in items 
(a) - (d) of sub-clause 5.1.1. which would be acceptable to 
the Grantee; and 

	(c)	in respect of the Relocation Proposal (if accepted) or 
of any Alternative Relocation Proposal, an estimate 
(sufficiently detailed in the circumstances) of the proper 
costs likely to be incurred in connection with considering 
the Relocation Proposal or the Alternative Relocation 
Proposal and effecting the said relocation of the Assets and 
the Proper costs of relocating any other equipment that may 
be necessary as a result of the relocation of those Assets 
and any consequential losses including payments to third 
parties incurred as a result of the relocation of those 
Assets and the proposed manner and timing of payment of the 
same by the Grantor.

	If within one month of the date of such counter notice (or 
such longer period as shall be reasonably necessary) the 
Grantor has not withdrawn the Relocation Proposal and the 
Parties have not agreed upon it or the Alternative 
Relocation Proposal (if any) or a variation of either of 
them the matter shall be dealt with in accordance with 
Clause 12. 

Upon approval or settlement of any Relocation Proposal, 
Alternative Relocation Proposal or variation thereof pursuant to 
Clause 5.1, subject to all necessary licenses, consents and 
approvals thereto being obtained by the Grantee from the relevant 
Competent Authority and to the Grantor making a new location 
available (if not on Grantee's Land) and otherwise taking any 
necessary steps to facilitate such relocations, the Grantee shall 
relocate or procure the relocation of the relevant Assets as 
quickly as reasonably practicable (having regard to, amongst 
other things, technical and operational requirements and to its 
obtaining all necessary licenses and consents).

The Grantor shall pay to the Grantee all costs incurred pursuant 
to Clause 5.1 which shall be (as far as practicable) in line with 
the estimate agreed or settled pursuant to Clause 5.1 provided 
that all reasonable endeavours are used to minimise such costs 
and in the event that a Relocation Proposal is withdrawn or 
consent thereto is reasonably withheld pursuant to Clause 5.1 or 
such licence consent or approval as aforesaid is not granted, the 
Grantor shall pay to the Grantee all costs reasonably incurred by 
the Grantee in connection with considering the Relocation 
Proposal and any counter notice and making application for any 
necessary licences, consents or approvals, provided that 
documentary evidence shall be provided by the Grantee to show how 
such costs have actually been incurred.

Such of the provisions of this Agreement as are appropriate and 
relevant (including the provisions of this Clause 5), shall 
continue to apply to any relocated Assets. 

REMOVALS

Whenever any of the Grantee's Assets shall become unusable for 
the purpose for which it was designed or shall not have been used 
for a continuous period of at least twelve months, the Grantor 
may, by notice in writing to the Grantee, require the Grantee to 
remove such Asset, at the Grantee's expense, from the Grantor's 
Land as quickly as practicable and in any event before the first 
anniversary ("the Removal Date") of the date of service of such 
notice unless:

	(i)	the Grantor shall within the thirty days following 
service of such notice have been reasonably satisfied that 
the Asset will be or is likely to be used by the Grantee 
before the Removal Date (or such later date as the Grantee 
shall reasonably propose); and 

	(ii)	the Asset is so used. 

In the event that there shall cease to be any Supplemental 
Connection Agreement relating to any of PES's Assets on any 
particular site within NGC's Land each Party shall remove its 
relevant Assets from that site in accordance with the relevant 
provisions of the Connection Agreement.  The parties shall 
negotiate in good faith appropriate arrangements to minimise any 
adverse effect on the other Party of such removal.  Where the 
Grantee is obliged to remove any of its Assets from the Grantor's 
Land, whether under this Clause 6 or otherwise, and fails to do 
so in accordance with the relevant provisions, the Grantor shall 
be entitled to remove the Asset to land of the Grantee and the 
Grantee shall provide all reasonable assistance to enable the 
Grantor safely so to do and shall pay and reimburse to the 
Grantor all costs and expenses reasonably incurred by the Grantor 
in so doing. 

RIGHTS TO ACCESS

A Right to Access includes the right to bring on to the Grantor's 
Land such vehicles, plant, machinery tools, equipment and 
maintenance or construction materials as shall be reasonably 
necessary for the Permitted Purpose.

A Right of Access given to the Grantee may be exercised by any 
person, including third party contractors, reasonably nominated 
from time to time by the Grantee.  To the extent (if any) that 
any particular authorisation or clearances may be required to be 
given by the Grantor and the procedures for giving and obtaining 
the same are not for the time being stipulated in arrangements 
made pursuant to Clause 7.3, the same shall be given within a 
reasonable time from the date of the request therefor, save in 
the case of emergency in which case it shall be given without 
delay.

The Parties shall procure that all reasonable arrangements and 
provisions are made and/or revised from time to time as and when 
necessary or desirable to facilitate the safe exercise of any 
Right of Access with the minimum of disruption, disturbance or 
inconvenience to both Parties.  Such arrangements and provisions 
may, to the extent that the same are reasonable, limit or 
restrict the exercise of the Right of Access and/or provide for 
one Party to make reasonable directions or regulations from time 
to time in relation to a specified matter.  Matters to be covered 
by such arrangements and/or provision include: 

	(i)	the identification of any relevant Assets; 

	(ii)	the particular access routes applicable to the land in 
question having particular regard for the weight and size 
limits on those routes;

	(iii)	any limitations on times of exercise of a Right of 
Access;

	(iv)	any requirements as to prior notification and as to 
authorisation of security clearance of individuals 
exercising such Rights of Access, and procedures for 
obtaining the same;

	(v)	the means of communication to the other Party and all 
employees and/or contractors who may be authorised from time 
to time by that Party to exercise a Right of Access of any 
relevant directions or regulations made by one Party;

	(vi)	the identification of and arrangements applicable to 
Emergency Personnel;

	(vii)	safety.

Each Party shall procure that any such arrangements and/or 
provisions (or directions or regulations issued pursuant thereto) 
made from time to time between the Parties shall be observed and 
performed by it and all persons authorised by it to exercise any 
Right of Access.

	In the exercise of any right hereunder or otherwise whenever 
on the Grantor's Land the Grantee shall procure that all 
reasonable steps are taken to: 

	(a)	avoid or minimise damage to the Grantor's Land, any 
other property thereon or therein;

	(b)	cause as little disturbance and inconvenience as 
possible to the Grantor or other occupier of the Grantor's 
Land

	And shall promptly make good any damage caused to the 
Grantor's Land and/or such other property in the course of 
the exercise of such rights and shall indemnify the other 
Party against all actions, claims, proceedings, losses, 
costs and demands arising out of such exercise.

	Subject to Clause 7.4.1, all such rights shall be 
exercisable free of any charge or payment of any kind.

Subject to any contrary arrangements for the time being made 
under Clause 7.3, a Right of Access for operation or inspection 
shall be immediately available without prior notice and local 
procedures shall be put in place to provide such immediate 
access;

	a Right of Access for the purpose of maintenance, 
adjustment, testing or repair of HV apparatus granted in 
respect of land on which exposed HV conductors are sited 
shall only be exercisable on the giving to the Grantor of at 
least 7 days prior written notice or such other notice as 
may be agreed locally or if less, such notice as may be 
reasonable in the circumstances except in the case of loss 
of load or other system emergency in which event the Grantor 
shall render all possible assistance in procuring that the 
Right of Access shall be exercisable as soon as possible.  
The parties will make local arrangements to ensure that the 
Grantee is not delayed in its ability to deal with an 
emergency which has resulted in loss of load or a reduction 
in system security. 

	a Right of Access for the purpose of Modifying any Asset 
shall be exercisable only after the giving of two weeks 
prior written notice to the Grantor or such notice as may be 
agreed locally or if less, such notice as may be reasonable 
in the circumstances. 

SERVICES AND USE OF COMMON ASSETS. 

Subject as hereinafter provided, in relation to each Common 
Asset, the Providing Party shall if required by the Using Party 
make the Common Asset in question available for continued use by 
the Using Party to at least the same extent as it was available 
for use by the Using Party immediately prior to the date of this 
Agreement. 

Subject as hereinafter provided, in relation to each Service, the 
Supplier shall, if required by the Recipient, continue to provide 
the same to the Recipient.  Such provision shall be of such a 
quality and quantity and shall be provided at such times as the 
Recipient shall reasonably request.  The Supplier shall not be 
required to exceed the level of quality or quantity of the 
Service normally provided prior to the date of this Agreement 
unless, in the case of those Services listed in Part One of 
Schedule 7 only, specifically agreed between the Parties, such 
agreement not to be unreasonably withheld or delayed and where 
appropriate to include a provision for payment for such increased 
Service.

Where the use of any Common Asset is made available or such 
Services are supplied as aforesaid, the Parties shall procure 
that appropriate arrangements and provisions are made and/or 
revised from time to time, as and when necessary or desirable to 
give effect to the rights and obligations pursuant to Clause 8.1 
and 8.2 between the local personnel employed by each of them in 
that regard such arrangements to include: 

	the identification of the Common Assets and/or Services in 
question including (where relevant) the extent of their 
availability;

	the hours during which such use or provisions shall be 
allowed or made; 

	any requirements as to notification of use or call for 
supply or temporary suspension thereof;

	any requirements as to authorisation or security clearance 
of individuals and the procedure for obtaining the same;

	any safety requirements; and 

	administration of payment arrangements. 

	The provision of use of the Common Assets listed in Schedule 
6 Part One and the supply of the Services listed in Schedule 
7, Part One shall not be terminated unless the Providing 
Party ceases to require the Common Asset or Service for its 
own use in which case the supply of the Service or use of 
the Common Asset may be terminated by not less than one 
year's notice in writing. 

	The provision of use of the Common Assets listed in Schedule 
6, Part Two and the supply of those Services listed in 
Schedule 7, Part Two shall continue until terminated by not 
less than one year's notice in writing by either Party. 

	In the event of a termination under Clause 8.4.1 or 8.4.2 if 
the Using Party of the Common Asset in question or the 
Recipient of the Service in question shall not be able to 
obtain an adequate alternative therefor the Providing Party 
or Supplier as the case may be shall co-operate with the 
Recipient or Using Party so as to minimise the effect of 
such termination on the operations of the latter including 
where reasonably practicable the provision of the use of 
land for the location of an alternative to the Common Asset 
in question or an alternative source of supply for the 
Service in question.

Each Party shall maintain any Common Asset owned by that Party in 
accordance with Good Industry Practice.

The Recipient shall maintain all its relevant assets in such 
repair and condition that the level of Services provided does not 
substantially increase as a result of the lack of repair or 
condition of the relevant assets. 

PAYMENT

The Parties agree that the provision of the use of Common Assets, 
and the provision of Services other than Site AC supplies and 
Insulating oil shall be free of charge.

The Recipient agrees to pay the Supplier for the provision of 
Site AC supplies and Insulating oil a fee, calculated and payable 
in accordance with the provisions of Schedule 8.

Any sums payable under this Agreement shall be payable together 
with an additional amount equivalent to any Value Added Tax 
chargeable on the same.  Where any costs, expenses or other sums 
are repaid or reimbursed to a Party under this Agreement the 
amount of the repayment or reimbursement shall include any Value 
Added Tax paid by that Party in relation to the goods or services 
supplied to the extent that no credit is available to that Party 
in respect thereof under Sections 14 and 15 of the Value Added 
Tax Act 1983.

If either Party fails to pay on the due date any amount properly 
due under this Agreement such Party shall pay to the other 
interest on such overdue amount from and including the date of 
such failure to (but excluding) the date of actual payment (as 
well after as before judgment) at the rate of 4% over Barclays 
Bank PLC base rate for the time being and from time to time.  
Interest shall accrue from day to day. 

NON-INTERFERENCE

Subject to the terms of the Agreement, the Grantor agrees that 
neither it nor its agents, employees and invitees will interfere 
in any way with any of the Grantee's Assets which are located at 
any time on the Grantor's land without the consent of the 
Grantee.  For the purposes of this clause "interfere" shall 
include:

	disconnecting or altering the connection of any Asset to any 
system of cables, foundations, pipes, drains or other media 
to which it may be connected from time to time or to prevent 
supply of any substance or thing through such connected 
system;

	affixing or removing any item or substance of any nature 
whatsoever to or from any Asset; 

	damaging any Asset or doing or omitting to do any act, or 
allowing any state of affairs to subsist, as a result of 
which any Asset would be likely to sustain any material 
damage;

	allowing any other person to interfere with any Asset;

	altering any meters or settings on any Asset.

	the obstruction of access to any Asset.

	impairing the effectiveness of any gate, fence, wall, alarm 
system or the means of keeping out intruders. 

The obligations contained in this clause 10 shall be suspended to 
the extent that emergency action is taken by Emergency Personnel 
in good faith to protect the health and safety of persons or to 
prevent damage to property.  All reasonable care shall be taken 
in the course of such emergency action.  When the emergency has 
ended, any damaged property will be reinstated by the Party whose 
Asset gave rise to the emergency, save for damage occurring by 
reason of lack of reasonable care in the course of the emergency 
action which shall be the responsibility of the Party taking the 
emergency action. 

CABLE TUNNELS

Any cable tunnels situated under any site within the Land owned 
by either Party shall be kept fully maintained and repaired on 
the following basis:

	in the case of cable tunnels containing the HV cables of one 
Party only for the time being maintenance of the whole 
tunnel shall be the responsibility of that Party; 

	in the case of cable tunnels containing HV cables of both 
Parties maintenance of the whole tunnel shall be the 
responsibility of the Party with the majority in number of 
such cables for the time being and the cost of such 
maintenance shall be apportioned between the Parties 
according to level of use; 

	in the case of cable tunnels containing solely cables other 
than HV cables maintenance shall be the responsibility of 
the Party with the majority in number of such cables for the 
time being and the cost of maintenance shall be apportioned 
between the Parties according to level of use; 

	where any part of any cable tunnel lies on or under land of 
a Party not responsible in accordance with the above 
provisions for the maintenance thereof that Party grants to 
the responsible Party a Right of Access for all purposes 
necessary to discharge its obligations under this Clause 11 
and shall give all reasonable co-operation and assistance to 
the responsible Party as may be requisite for the proper 
discharge by the responsible Party of its obligations under 
this clause. 

DISPUTE RESOLUTION

Save where expressly stated in this Agreement to the contrary and 
subject to any contrary provision of the Act, any Licence, or the 
Regulations, or the rights, powers, duties and obligations of the 
Director or the Secretary of State for Energy under the Act, any 
Licence or otherwise howsoever, any dispute or difference of 
whatever nature howsoever arising under, out of, or in connection 
with this Agreement between the parties hereto shall be and is 
hereby referred to arbitration pursuant to the arbitration rules 
of the Electricity Supply Industry Arbitration Association in 
force from time to time. 

Whatever the nationality, residence or domicile of the parties 
hereto and wherever the dispute or difference of 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 1950 (notwithstanding anything in Section 34 
thereof) to 1979 (including any modification, extension, 
replacement or re-enactment thereof for the time being in force) 
shall apply to any such arbitration wherever the same or any part 
of it shall be conducted.

Subject always to sub-clause 12.5 below, 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 of the 
Parties (the "defendant contracting party"), and the defendant 
contracting party wishes to make a third party claim (ad defined 
in sub-clause 12.4 below) against the other Party ("contracting 
party") which would but for this sub-clause 12.4 below) against 
the other Party ("contracting party") which would but for this 
sub-clause 12.3 have been a dispute or difference referred to 
arbitration by virtue of sub-clause 12.1 above then, 
notwithstanding the provisions of sub-clause 12.1 above 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 the 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. 

For the purpose of this Clause 12 "third party claim" shall mean:

	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 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 said tariff customer; or 

	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 said 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).

Sub-clause 12.3 above shall apply only if at the time the legal 
proceedings are commenced no arbitration has been commenced 
between the defendant contracting party and the 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. 

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed and construed in all respects in 
accordance with English law.

Subject and without prejudice to Clause 12 and to Clause 13.4 the 
Parties irrevocably agree that the courts of England are to have 
exclusive jurisdiction to settle any dispute which may arise out 
of or in connection with this Agreement and that accordingly any 
suit, action or proceeding (together in this Clause 13 referred 
to as "Proceedings") arising out of or in connection with this 
Agreement may be brought in such courts. 

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 13 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.

For the avoidance of doubt nothing contained in the foregoing 
provisions of this Clause 13 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. 

CONFIDENTIALITY 

For the purposes of this Clause 14 except where the context 
otherwise requires: 

"Authorized Recipient", in relation to any Protected Information, 
means 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 this Clause 14 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 PES under the provisions of this Agreement. 

"Corporate Functions Person" means any person who:
	
	Is a director of NGC; or 

	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 

	is engaged as an agent of or adviser to or performs work in 
relation to or services for the Main Business; 

	"Customer" has the same meaning as in the Connection 
Agreement. 

	"Generation Business" has the same meaning as in the NGC 
Transmission Licence; 

	"Main Business" means any business of NGC or any of its 
subsidiaries 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;

	"Permitted Activities" means activities carried on for the 
purposes of the Main Business; 

	"Protected Information" means an 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; 

	"Supplier" has the same meaning as in the Connection 
Agreement. 

For the avoidance of doubt, data and other information which a 
Party is permitted or obliged to divulge or publish to the 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. 

Confidentiality for NGC and its Subsidiaries

NGC and its subsidiaries in each of their capacities in this 
Agreement shall secure that Protected Information is not: 

	divulged by Business Personnel to any person unless that 
person is an Authorised Recipient; 

	used by Business Personnel for the purposes of obtaining for 
NGC or any of its subsidiaries or for any other person: 
		
		any electricity licence; or 
	
	any right to purchase or otherwise require, or to 
distribute, electricity (including by means of an 
electricity purchase contract as defined in the NGC 
Transmission Licence); or 

	any contract or arrangement for the supply of 
electricity to customers or suppliers (as defined in 
the Connection Agreement); or 

	any contract for the use of any electrical lines or 
electrical plant belonging to or under the control of a 
supplier (as defined as aforesaid); or

	control of any body corporate which, whether directly 
or indirectly, has the benefit of any such licence 
contract or arrangement; and 

	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.

Nothing in Clause 14 shall apply: 

	to any Protected Information which, before it is furnished 
to Business Personnel is in the public domain; 

	to any Protected Information which, after it is furnished to 
Business Personnel: 

	is acquired by NGC or any subsidiary of NGC in 
circumstances in which this Clause 14 does not apply; 
or 

	is acquired by NGC or any subsidiary of NGC in 
circumstances in which this Clause 14 does apply and 
thereafter ceases to be subject to the restrictions 
imposed by this Clause 14; or 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 14; 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; 

	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: 

	In compliance with the duties of NGC or any subsidiary 
of NGC under the Act or any other requirement of a 
Competent Authority; or 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 to 
comply; or in compliance with any other requirement of 
law; or in response to a requirement of any stock 
exchange or regulatory authority or the Panel on Take-
overs and Mergers; or pursuant to the arbitration rules 
for the Electricity Supply Industry Arbitration 
Association or pursuant to any judicial or other 
arbitral process or tribunal. 

	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 the Pooling and Settlement 
Agreement, the Grid Code, the Distribution Code and the Fuel 
Security Code as those terms are defined in the Connection 
Agreement) with the Party to whose affairs such Protected 
Information relates. 

NGC and its subsidiaries may use all and any information or data 
supplied to or acquired by it, from or in relation to the other 
Party in performing Permitted Activities including for the 
following purposes:

	the operation and planning of the NGC Transmission System; 

	the calculation of charges and preparation of offers of 
terms for connection to or use of the NGC Transmission 
System; 

	the operation and planning of the Ancillary Services 
Business (as defined in the NGC Transmission Licence) and 
the calculation of charges therefor; 

	the operation of the Settlements Business (as defined in the 
NGC Transmission Licence);

	the provision of information under the British Grid Systems 
Agreement and the EdF Documents (as defined in the 
Connection Agreement);

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.  NGC undertakes 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: 

	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: 

	authorised by licence or exemption to generate, transmit or 
supply electricity; or 

	an electricity broker or is known to be engaged in the 
writing of electricity purchase contracts (as defined in the 
NGC Transmission Licence); or known to be retained as a 
consultant to any such person who is referred to in (a) or 
(b) above; or 

	who is to be transferred to the Generation Business save 
where NGC or such subsidiary could not, in all circumstances 
reasonably be expected to refrain from divulging to such 
Business Person Protected Information which is required for 
the proper performance of his duties.

	Without prejudice to the other provisions of this Clause 14 
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.  

	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. 

Confidentiality other than for NGC and its Subsidiaries

PES hereby undertakes with NGC and its subsidiaries that it shall 
preserve the confidentiality and secrecy of, and not directly or 
indirectly reveal, report, publish, disclose or transfer or use 
for its own purposes Confidential Information except: 

	in the circumstances set out in sub-clause 14.8.2

	to the extent otherwise expressly permitted by this 
Agreement or with the consent in writing of NGC.

Exceptions: the circumstances referred to in sub-clause 14.8.1.1 
are: 

	where the Confidential Information, before it is furnished 
to PES, is in the public domain; or 

	where the Confidential Information, after it is furnished to 
PES: 
	
	is acquired by PES in circumstances in which this Clause 14 
does not apply; or

	is acquired by PES in circumstances in which this Clause 14 
does apply and thereafter ceases to be subject to the 
restrictions imposed by this Clause 14; or 

	enters the public domain and in any such case otherwise than 
as a result of:

	(i)	a breach by PES of its obligations in this Clause 14; 
or 

	(ii)	a breach by the person who disclosed that Confidential 
Information of that persons confidentiality obligation. 

If PES is required or permitted to make disclosure of the 
Confidential Information to any person:

	in compliance with the duties of PES under the Act or any 
other requirement of a Competent Authority; or 

	in compliance with the conditions of any Licence or any 
document referred to in any Licence with which PES is 
required to comply; or in compliance with any other 
requirement of law; or 

	in response to a requirement of any stock exchange or 
regulatory authority or the Panel on Take-overs and Mergers; 
or 

	pursuant to the arbitration rules for the Electricity Supply 
Industry Arbitration Association or pursuant to any judicial 
or other arbitral process or tribunal; or 

	when Confidential Information is furnished by PES to an 
employee, director, agent, consultant or professional 
advisor of PES, in each case on the basis set out in Clause 
14.8.3.

With effect from the date of this Agreement PES shall adopt 
procedures within its organization for ensuring the 
confidentiality of all Confidential Information which it is 
obliged to preserve as confidential under Clause 14.8.1.  These 
procedures are: 

	the Confidential Information will be disseminated within PES 
only on a "need to know" basis;

	employees, directors, agents consultants and professional 
advisers of PES in receipt of Confidential Information will 
be made fully aware of PES's obligations of confidence in 
relation thereto; and 

	any copies of the Confidential Information, whether in hard 
copy or computerised form, will clearly identify the 
Confidential Information as confidential.

DEALINGS WITH LAND

The Parties hereby agree and declare that the Grantee's Assets 
are intended to benefit the undertaking, land and business of the 
Grantee and that so far as is possible such Assets are hereby and 
shall hereafter remain severed from the Grantor's Land and shall 
be and hereafter remain chattels of the Grantee. 

Each Party agrees that it shall not by any act or default render 
the other party's Assets liable to any distress, execution or 
other legal process, and in the event that such Assets shall 
become so liable, shall forthwith give notice of any such 
proceedings to the other Party and shall forthwith notify any 
third party instituting any such process of the ownership of such 
Assets. 

If a Party desires to mortgage or charge any of its land or its 
interest therein on which any of the other Party's Assets are 
located or to mortgage or charge any of its own Assets or to 
enter into any arrangement which, if made, might affect the 
rights of the other Party expressly granted herein, then that 
Party shall ensure that the other Party's Assets are not and will 
not be subject to the rights granted therein and are not and will 
not be affected by the mortgage, legal charge or other agreement 
or arrangement, and shall give written notification thereof to 
the other Party. 

In the event that the Grantor shall wish to grant rights over or 
dispose of any interest in or change the use of any Land the 
Grantor shall notify the Grantee of such wish in accordance with 
the procedures set out in sub-clause 5.1 and fully consult the 
Grantee in respect thereof and shall not grant such rights or 
make such disposal or change of use save on terms satisfactory to 
the Grantee requiring any recipient or assignee of any such Land 
to be bound, so far as relevant by the terms of this Agreement 
and otherwise ensuing that the Grantee's rights pursuant to this 
Agreement are not in any way prejudiced thereby. 

16.	LIMITATION OF LIABILITY 

16.1	Save where any provision of this Agreement provides for an 
indemnity and save as provided in this sub-clause 16.1 and sub-
clause 16.2 neither party (the "Party Liable") nor its officers, 
employees of agents shall be liable to the other party for loss 
arising from any breach of this Agreement other than for loss 
directly resulting from such breach and which at the date hereof 
was reasonably foreseeable as not unlikely to occur in the 
ordinary course of events from such breach and in respect of: 

	16.1.1	physical damage to the property of the other 
Party, its officers, employees or agents; and/or

	16.1.2	the liability of the other Party to any other 
person for loss arising from physical damage to the 
property of such other person.

16.2	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 the other Party, its 
officers, employees or agents, from and against all such and 
any loss or liability which 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, 
its officers, employees or agents. 

16.3	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 the other Party for: 

	16.3.1	any loss of profit, loss of revenue, loss of use, 
loss of contract or loss of goodwill; or

	16.3.2	any indirect or consequential loss; or 

	16.3.3	loss resulting from the liability of such other 
Party to any other person howsoever and whensoever 
arising save as provided in sub-clauses 16.1.2 and 
16.2.

16.4	The rights and remedies provided by this Agreement 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 this Agreement, 
including without limitation any rights either party may 
possess in tort which shall include actions brought in 
negligence and/or nuisance.  Accordingly, each of the 
parties hereby waives in the fullest extent possible all 
such rights and remedies provided by common law or statute, 
and releases the Party Liable 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. 

16.5	Save as otherwise expressly provided in this Agreement, this 
Clause 16 insofar as it excludes or limits liability shall 
override any other provision in this Agreement provided that 
nothing in this Clause 16 shall exclude or restrict or 
otherwise prejudice or affect any of: 

	16.5.1	the rights, powers, duties and obligations of 
either Party which are conferred or created by the Act, 
the NGC Transmission Licence, the PES Licence or the 
Electricity Supply Regulations 1988 or any amendment or 
re-enactment thereof; or 

	16.5.2	the rights, powers duties and obligations of the 
Director or the Secretary of State under the Act, any 
such Licence as aforesaid or otherwise howsoever.

16.6	Each of the sub-clauses of this Clause 16 shall:

	16.6.1	be construed as a separate and severable contract 
term, and if one or more of such sub-clauses is held to 
be invalid, unlawful or otherwise unenforceable the 
other or others of such sub-clauses shall remain in 
full force and effect and shall continue to bind the 
Parties; and 

	16.6.2	survive termination of this Agreement.

16.7	Each Party acknowledges and agrees that the other Party 
holds the benefit of sub-clauses 16.1 and 16.2 and 16.3 
above for itself and as trustee and agent for its officers, 
employees and agents. 

16.8	Each Party acknowledges and agrees that the provisions of 
this Clause 16 have been the subject of discussion and 
negotiation and are fair and reasonable having regard to the 
circumstances as at the date hereof. 

17.	INTELLECTUAL PROPERTY

All Intellectual Property relating to the subject matter of this 
Agreement conceived, originated, devised, developed or created by 
a Party its officers employees, agents or consultants during the 
currency of this Agreement shall vest in such Party as the sole 
beneficial owner thereof save where the Parties agree in writing 
otherwise.

18.	FORCE MAJEURE

If either Party (the "Non-Performing Party") shall be unable to 
carry out any of its obligations under this Agreement due to a 
circumstance of Force Majeure this Agreement shall remain in 
effect but save as otherwise provided herein the Non-Performing 
Party's obligations hereunder shall be suspended without 
liability for a period equal to the circumstance of Force Majeure 
provided that: 

	(i)	the Non-Performing Party gives the other Party prompt 
notice describing the circumstances of Force Majeure, 
including the nature of the occurrence, its expected 
duration and the particular obligations affected by it, 
and continues to furnish regular reports with respect 
thereto during the period of Force Majeure; 

	(ii)	the suspension of performance is of no greater scope 
and of no longer duration than is required by the Force 
Majeure;

	(iii)	No liabilities of either Party that arose before 
the Force Majeure causing the suspension of performance 
are excused as a result of the Force Majeure; 

	(iv)	the Non-Performing Party uses all reasonable efforts to 
remedy its inability to perform; and 

	(v)	as soon as practicable after the event which 
constitutes Force Majeure the Parties shall discuss how 
best to continue their operations so far as possible in 
accordance with this Agreement. 

19.	WAIVER

No delay or omission of NGC or PES in exercising any right, 
power, privilege or remedy under this Agreement 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 
future exercise thereof or the exercise of any other right, 
power, privilege or remedy. 

20.	NOTICES

20.1	Any notice or other communication to be given by one Party 
to the other under, or in connection with the matters 
contemplated by, this Agreement shall be addressed to the 
recipient and sent to the address, telex number or facsimile 
number of such other Party given in Schedule 9 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 20 to the Party giving the relevant notice or other 
communication to it. 

20.2	Any notice or other communication to be given by one Party 
to the other Party under, or in connection with the matters 
contemplated by, this Agreement 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: 

	20.2.1	in the case of delivery by hand, when delivered; 
or 

	20.2.2	in the case of first class prepaid post, on the 
second day following the day of posting or (if sent 
airmail from overseas) on the fifth day following the 
day of posting; or 

	20.2.3	in the case of telex, on the transmission of the 
automatic answerback 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 

	20.2.4	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. 

21.	VARIATIONS

21.1	The provisions of Schedules 1, 3, 6, 7 and 8 may be varied 
from time to time by written memorandum referring to this 
Clause 21 and signed by an authorised officer of each of 
the Parties.  Subject thereto no variations to this 
Agreement shall be effective unless made by way of 
supplemental deed.

21.2	The parties shall within twelve months of the date hereof 
agree on the following in respect of each of the sites 
listed in Schedules 2 and 4:

	21.2.1	NGC's Assets which are actually on PES's Land and 
PES's Assets which are actually on NGC's Land as at the date 
hereof; 

	21.2.2	The Services and Common Assets in existence as at 
the date hereof; and 

	21.2.3	In respect of the Services agreed upon pursuant to 
the preceeding sub-clause of the kind specified in Part Two 
of Schedule 7 details of the level of quality or quantity of 
such Service as at the date hereof. 

21.3	If the parties fail to agree any of the matters referred to 
in sub-clause 21.2 within the period stated therein or (if 
sooner) when a disagreement relating thereto arises either 
may refer the same for determination pursuant to Clause 12. 

22.	OVERRIDING PROVISIONS

22.1	In the event of any conflict between NGC's or PES's 
obligations hereunder and their obligations under the NGC 
Transmission Licence and PES Licence, the Act, any direction 
of the Secretary of State for Energy, the Director or ruling 
of the Monopolies and Mergers Commission, the Grid Code, 
under any Connection Agreement or under any Supplemental 
Connection Agreement between the Parties, the provisions of 
the NGC Transmission Licence and PES Licence, the Act, the 
Grid Code, the Connection Agreement or Supplemental 
Connection Agreement, the direction of the Secretary of 
State for Energy, the Director, or ruling of the Monopolies 
and Mergers Commission shall prevail and accordingly NGC and 
PES respectively shall not be responsible for any failure to 
perform their respective obligations hereunder to the extent 
that any such failure is directly attributable to proper 
compliance with such provisions, rulings or directions.  

22.2	In the event of any inconsistency between the terms of this 
Agreement and the terms of any agreement between either of 
the Parties and Nuclear Electric plc relating to access to 
or use of property or equipment affected by a nuclear site 
licence the terms of the latter shall prevail.  Any 
inconsistency between the terms of any such agreement as 
aforesaid between NGC and Nuclear Electric plc on the one 
hand and between PES and Nuclear Electric plc on the other 
hand shall be resolved pursuant to paragraph (ii) of Clause 
27. 

23.	ASSIGNMENT AND SUB-CONTRACTING

23.1	The rights and obligations of a Party may not be assigned 
(otherwise than to an Affiliate or by way of a charge or an 
assignment by way of security) without the consent of the 
other Party, such consent not to be unreasonably withheld.  
In respect of any such assignment the assigning Party shall 
ensure that the assignee agrees in terms and form acceptable 
to the other Party to be bound by and comply with the terms 
of this Agreement. 

23.2	Each Party shall have the right to sub-contract or delegate 
the performance of any of its obligations or duties arising 
under this Agreement without the consent of the other.  The 
sub-contracting by either Party of the performance of any 
obligations or duties under this Agreement shall not relieve 
such Party from the liability for performance of such 
obligation or duty.

24.	ILLEGALITY AND PARTIAL INVALIDITY

24.1	If at any time any provision of this Agreement should become 
or be declared unlawful, invalid, illegal or unenforceable 
in any respect under the law of any jurisdiction, neither 
the validity, legality or enforceability of the remaining 
provisions nor the validity, legality or enforceability of 
such provision under the law of any other jurisdiction shall 
be affected. 

24.2	If any part of a provision of this Agreement is or becomes 
or is declared invalid, unlawful, illegal or unenforceable 
but the rest of such provision would remain valid, lawful or 
enforceable if part of the wording were deleted the 
provision shall apply with such modifications as may be 
necessary to make it valid, lawful, enforceable and 
effective but without affecting the meaning of legality, 
validity or enforceability of any other provision of this 
Agreement. 

25.	TERM AND TERMINATION 

This Agreement shall continue on a site by site basis until none 
of NGC's Assets are on PES's land, and none of PES's Assets are 
on NGC's land and no Common Assets or Services are shared or 
provided always that insofar as the provisions of this Agreement 
relate to a particular site of NGC and/or PES the provisions of 
this Agreement shall in relation to each such site determine on a 
site by site basis. 

26.	REGISTRATION AND MEMORANDUM

26.1	Where any or all of PES's Land and/or NGC's Land is 
registered or PES's or NGC's interest therein is subject to 
compulsory registration at H.M. Land Registry the Parties 
agree to apply to the Chief Land Registrar for the 
registration as appropriate of the rights and obligations 
granted by or contained in this Agreement and further agree 
to place on deposit at H.M. Land Registry all relevant Land 
or Charge Certificates to enable such registration to be 
effected. 

26.2	Where any of PES's Land and/or NGC's Land is not so 
registered or subject to compulsory registration, NGC and 
PES are respectively free to procure within six months of 
the date hereof that memoranda of this Agreement are 
endorsed on or otherwise securely attached to the most 
recent conveyance (in the case of a freehold interest) or 
the lease under or pursuant to which they hold such land. 

27.	ENTIRE AGREEMENT

This Agreement contains or expressly refers to the entire 
agreement between the Parties with respect to the subject-matter 
hereof, and expressly excludes any warranty, condition or other 
undertaking implied at law or by custom, and supersedes all 
previous agreements and understanding between the Parties with 
respect thereto and 

	(i)	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 this Agreement; but

	(ii)	the Parties acknowledge that each of them may have 
entered or may enter into agreements with any generating company 
(as defined in the Act) containing similar rights and/or 
liabilities to those contained in this Agreement affecting NGC's 
Land and/or PES's Land and any assets thereon.  The Parties 
shall, when entering into such agreement with any of the said 
generating companies, use reasonable endeavours to avoid 
conflicts between the provisions thereof and the provisions of 
this Agreement but in the event of any conflict the parties shall 
procure that appropriate arrangements are made to settle the same 
to give full effect (so far as practicable) to the rights and 
liabilities under this Agreement and under such other agreements 
as aforesaid.  Where relevant the provisions of Clause 7.3 shall 
apply.  In the event of any dispute as to such conflict and/or 
arrangements the dispute shall be dealt with in accordance with 
Clause 12. 

IN WITNESS whereof this Agreement has been entered into under 
seal the day and year first above written. 

SCHEDULE 1

PES's Assets on NGC's Land



Assets of the following kind: 

	(a)	HV apparatus including/comprising busbar isolators, 
circuit breaker, earth switch, current transformer, voltage 
transformer; 

	(b)	Termination apparatus including/comprising overhead 
connection tension insulators and downdroppers/HV cable and 
sealing ends; 

	(c)	Protection, control and alarm apparatus (including 
associated panels and multicore cabling);

	(d)	Intertrip apparatus;

	(e)	Standby diesels"

	(f)	Connections to compressed air and oil installations; 

	(g)	Sections of water washing installations; 

	(h)	Spares excluding Strategic Spares;

	(i)	Metering Equipment; 

	(j)	Aerials; 

	(k)	MV supply cables and apparatus;

	(l)	Batteries and associated apparatus;

	(m)	Telecommunications apparatus;

	(n)	Cathodic protection.

To the extent not included as part of such assets the same shall 
be deemed to include all control and auxiliary cables and the 
associated terminations, pipes and ducts and other ancillary 
equipment exclusively serving the same. 

SCHEDULE 2

PES's Land



[List of site addresses]


SCHEDULE 3

NGC's Assets on PES's Land


Assets of the following kind: 

	(a)	HV apparatus including/comprising busbar isolators, 
circuit breaker, earth switch, current transformer, voltage 
transformer; 

	(b)	Termination apparatus including/comprising overhead 
connection tension insulators and downdroppers/HV cable and 
sealing ends; 

	(c)	Protection, control and alarm apparatus (including 
associated panels and multicore cabling);

	(d)	Intertrip apparatus;

	(e)	Standby diesels;

	(f)	Connections to compressed air and oil installations; 

	(g)	Sections of water washing installations; 

	(h)	Spares excluding Strategic Spares;

	(i)	Metering Equipment; 

	(j)	Aerials; 

	(k)	MV supply cables and apparatus;

	(l)	Batteries and associated apparatus;

	(m)	Telecommunications apparatus;

	(n)	Cathodic protection.

To the extent not included as part of such assets the same shall 
be deemed to include all control and auxiliary cables and the 
associated terminations, pipes and ducts and other ancillary 
equipment exclusively serving the same. 

SCHEDULE 4

NGC'S Land


(List of Site addresses)

SCHEDULE 5


Part I


Security Details (Cl.4.1)


1.	NGC and PES Land

Security of Site Compounds will be maintained in accordance with 
the Electricity Supply Regulations 1988, which in the case of 
compounds containing exposed HV apparatus will be by a fence not 
less than 2.4 metres high or alternative enclosure.  All 
buildings not enclosed within a site compound fence will be 
securely locked to restrict unauthorised access.  A local 
management instruction will apply to the issue of security keys. 

PART II


Plant MV LV Apparatus Safety Co-Ordination Procedures (Cl.4.5)


(1)	In this Clause: 

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

"Connection Site" shall have the meaning given to it in the Grid 
Code;
"Existing Rules" means the rules, procedures or current 
arrangements for and relating to safety co-ordination across 
boundaries (to permit work to or testing on the system of one of 
the Parties which, for this to be done safely, requires isolation 
and/or other precautions on Plant and/or MV and/or LV Apparatus 
whether at, adjacent to or remote from the location of the work 
or testing) which are in force followed or complied with at PES's 
Land and NGC's Land at the date of this Agreement;

"Low Voltage" or "LV" means a voltage not exceeding 250 volts;

"Medium Voltage" or "MV" means a voltage exceeding 250 volts but 
not exceeding 650 volts;

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

(2)	The Parties will continue to comply with the Existing Rules 
pending any agreed modifications thereto.

(3)	The Parties will arrange for the Existing Rules (if not 
already in writing) to be written down and, in any event, to 
be agreed between the person or persons responsible on 
behalf of the relevant Parties for the co-ordination of 
safety at each Connection Site(s)

SCHEDULE 6


Common Assets (Cl.8.1)


PART ONE 

(a)	Batteries

(b)	Telemetering equipment

(c)	Communicating equipment (other than telemetering equipment)

(d)	Connections to insulating oil and SF6 gas installations

(e)	Miscellaneous MV/LV cabling


PART TWO

Site lightin

SCHEDULE 7


Shared Services (Cl.8.2)


PART ONE 

(a)	AC and DC electrical supplies

(b)	Compressed air for switchgear operation

(c)	Water supplies

(d)	Insulating Oil

(e)	Fire fighting systems and use of adjacent fire hydrants

(f)	Use of system for transporting insulating oil

(g)	Use of system for transporting Sulphur hexafluoride


PART TWO 

(h)	Toilet Facilities

(i)	Mess Facilities

(j)	Public Telephones

(k)	Cranes and Lifting Equipment

(l)	Security Alarms Systems


SCHEDULE 8


Charges for the provision of Site AC Supplies and Insulating Oil


The Recipient shall pay a due proportion of the cost of Site AC 
supplies to the Providing Party based on the use of such 
supplies by the Recipient as established by local agreement 
where the Providing Party purchases AC Supplies on a 
commercial basis. 

The Recipient shall pay for Insulating oil such charges as may be 
agreed from time to time by reference to the cost of supply 
of the same in respect of any of the sites the subject of 
this Agreement were the same is provided.  In the event of 
any dispute as to such charges the provisions of Clause 12 
shall apply. 

Save as otherwise agreed in any particular case invoices shall be 
rendered in monthly arrears and payment shall be made within 
14 days of the date of invoice.


SCHEDULE 9


Addresses, Fax Nos etc (Cl.20)


THE SEAL of THE CENTRAL ELECTRICITY	)
GENERATING BOARD hereunto affixed		)
is authenticated by: 					



THE COMMON SEAL of MIDLAND			)
ELECTRICITY BOARD is hereunto affixed and	)
is authenticated by:					)







DATED _______________ 1990
THE NATIONAL GRID COMPANY PLC
to
[ _____________ ]

LICENCE TO RETAIN ASSETS
at [ __________ 

INDEX

Clause	Description

1.	Definitions and Interpretation
2.	Right to Retain Assets Lines and Cables
3.	Modification
4.	Safety Security and Compliance with Statutes
5.	Relocation of PES's Assets
6.	Relocation of Lines and Cables
7.	Removals
8.	Rights of Access
9.	Services and Use of Common Assets
10.	Payment
11.	Non-Interference
12.	Cable Tunnels and Lines and Cable
13.	Dispute Resolution
14.	Governing Law and Jurisdiction
15.	Confidentiality
16.	Dealings with Land
17.	Limitation of Liability
18.	Intellectual Property
19.	Force majeure
20.	Waiver
21.	Notices
22.	Variations
23.	Overriding Provisions
24.	Assignments and Sub-Contracting
25.	Illegality and Partial Invalidity
26.	Term and Termination
27.	Agreement as to Assets Services and Common Assets
28.	Registration and Memorandum
29.	Entire Agreement
Schedule 1	The PES's Assets on NGC's Land
Schedule 2	NGC's Land
Schedule 3	Security Details
Schedule 4	Common Assets
Schedule 5	Shared Services
Schedule 6	Charges for the of Services
Schedule 7	Addresses Fax Nos. etc.

PARTICULARS

DATE:

NGC:	THE NATIONAL GRID COMPANY PLC of National Grid House, Sumner 
Street,
	London SE1 9JU

PES:	[ _______ } of

LICENCE TO RETAIN ASSETS


THIS LICENCE is made on the date stated and BETWEEN the parties 
stated in the Particulars

WHEREAS

(A)	Certain assets of the PES (including assets of third parties 
used by the PES under
	arrangements with such third parties) are situated on 
property title to which (by
	way of freehold or leasehold) is vested in NGC;
(B)	Certain assets and facilities of NGC are required for use by 
both parties in the
	carrying on of their respective undertakings; and
(C)	This Agreement is entered into by the parties to give effect 
to appropriate 
	arrangements in respect of such assets and the use of assets 
and facilities.

NOW IT IS HEREBY AGREED as follows:-

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement the following words and expressions shall, 
unless the subject-matter or
	context otherwise requires or is inconsistent therewith, 
bear the following meanings:-

	"the Act"			the Electricity Act 1989;

	"Ancillary Lines and Cables"	any wire cable tube conductor 
or similar thing
					(including its casing or coating) used 
or designed
					to be used for the operation monitoring 
or control
					of the PES's Assets which belong to the 
PES and
					pass through or under NGC's Land

	"PES"				the Public Electricity Supplier 
named in the 
					Particulars and its successors in title 
and assigns

	"PES's Assets"			(a) assets (to be agreed or 
determined pursuant to
					Clause 27) of the kind listed in 
Schedule I
					(including any plinths or other 
structures 
					(excluding buildings) to or upon which 
the same
					are affixed and to or upon which no 
assets of any
					other person are affixed and any straps, 
bolts or
					other such things for attachment 
thereto) as any
					of the same may be Modified pursuant to 
this
					Agreement and
					(b) the Ancillary Lines and Cables

	"Cable"				any wire cable or other similar 
thing (including
					other similar thing (including its 
casing or
					coating) for transmitting and/or 
distributing 
					electricity together with cooling 
systems and 
					junction boxes fibre optic cables and 
other ancillary
					equipment which belong to the PES and 
pass 
					through NGC's Land

	"NGC"				the Party so named in the 
Particulars and its 
					successors in title to NGC's Land;

	"NGC's Land"			the land belonging to NGC described 
in 
					Schedule 2

	"Common Asset"			assets of the kind listed in 
Schedule 4 to be 
					agreed or determined pursuant to Clause 
27

	"Competent Authority"		includes 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 Economic Community;

	"Connection Agreement"		the Master Connection and Use 
of System 
					Agreement entered into by, among others, 
NGC
					and the PES regarding, among other 
things, the
					connection of PES Plant and Apparatus 
(as
					defined therein) to the NGC Transmission 
					System (as defined herein) and the use 
by the
					PES of such system;

	"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 thereto then in force;

	"the Director"			the Director General of Electricity 
Supply
					appointed for the time being pursuant to 
					Section 1(1) of the Act by the Secretary 
of
					State;

	"Emergency Personnel"		in relation to a Party, all 
employees of that
					Party who have appropriate knowledge and 
					experience and are recognised by that 
Party
					as being able to carry out competently 
and
					safely emergency action for the purposes 
of 
					Clause 11;

	"Force Majeure"			in relation to a Party, any 
event or circumstance
					which is beyond the reasonable control 
of that 
					Party and which results in or causes the 
failure 
					of that Party to perform any of its 
obligations
					under this Agreement including any 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 that 
Party's plant 
					and apparatus which could not have been
					prevented by Good Industry Practice, 
governmental
					restraint, any Act of Parliament or 
legislation,
					bye-law, prohibition, measure or 
Directive (not
					being any order regulations or directive 
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;

	"Good Industry Practice"		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;

	"the Grid Code"			the document or documents 
produced pursuant
					to one of the conditions of the NGC 
Transmission
					Licence, as from time to time revised in 
					accordance with the Conditions of the 
NGC 
					Transmission Licence;

	"HV"				of a nominal voltage exceeding 650 
volts;

	"Intellectual Property"		patents, trademarks, service 
marks, rights in 
					designs, trade names, copyrights and 
topography
					rights (whether or not any of the same 
is registered
					and including applications for 
registration of any
					of the same) and rights
					under licences and consents in relation 
to any of 
					the same and all rights or forms of 
protection of 
					a similar nature or having equivalent or 
similar effect to any
					of the same which may subsist anywhere 
in the
					world;

	"Line"				any line which is used for 
transmitting and/or
					distributing electricity and includes 
anything 
					exclusively supporting such line that is 
to say 
					any structure pole or other thing in on 
by or 
					from which any such line is or may be 
supported
					carried or suspended any apparatus 
connected
					to any such line for the purpose of 
carrying
					electricity and any wire cable tube pipe 
or other
					similar thing (including its casing or 
coating)
					which surrounds or supports or is 
surrounded
					or supported by or is installed in close
					proximity to or is supported carried or
					suspended in association with any such 
line 
					earthing wires fibre optic cables and 
other 
					ancillary equipment which belong to the 
PES

	"Modification"			in relation to a Line Cable or 
Asset, any 
					alteration to or replacement of such 
Line Cable
					or Asset pursuant to Clauses 2.2 or 3.1 
of this
					Agreement and "Modify" and "Modified" 
shall
					be construed accordingly;

	"NGC Transmission Licence"	NGC's licence granted pursuant 
to Section
					6 (1)(b) of the Act;

	"Party"				each person for the time being and 
from time
					to time party to this Agreement and any
					successor(s) in title to, or permitted 
assign(s)
					of, such person;

	"Permitted Purpose"		in relation to a Right of Access, 
the purpose 
					specified in this Agreement for which 
such
					Right of Access is granted;

	"Public Electricity Supply 		the PES's licence granted 
pursuant to Section
	Licence"			6 of the Act;

	"Relocation Proposal"		a proposal by NGC to the PES 
pursuant to
					sub-clause 5.1 for the relocation of any 
of the
					PES's Assets on NGC's Land;

	"Regulations"			the Electricity Supply Regulations 
1988 or any
					amendment thereof;

	"Right of Access"		full right and liberty during the 
currency of this
						Agreement to enter upon and through and 
					remain upon any part of NGC's Land 
subject
					to the provisions of Clause 8;

	"Services"			in the context of Clause 9, goods 
and services
					of the kind listed in Schedule 5 to be 
agreed
					or determined pursuant to Clause 27;

	"Supplemental Connection	a site specific connection 
agreement to be 
	Agreement"			entered into between NGC and the 
PES in
					substantially the form set out in the 
					appropriate schedule to the Connection 
					Agreement;

1.2	In this Agreement:-

	(i)	unless the context otherwise requires all references to 
a particular clause, sub-clause,
		paragraph or Schedule shall be a reference to that 
clause, sub-clause paragraph or
		Schedule in or to this Agreement;
	
	(ii)	the table of contents and headings are inserted for 
convenience only and shall be
		ignored in construing the Agreement;

	(iii)	references to the words "include" or "including" 
are to be construed without
		limitation to the generality of the preceding words;
	
	(iv)	unless there is something in the subject matter or the 
context which is inconsistent
		therewith, any reference to an Act of Parliament or any 
Section thereof or Schedule
		thereto, or other provision thereof or any instrument, 
order or regulation made 
		thereunder shall be construed at the particular time, 
as including a reference to any
		modification, extension, replacement or reenactment 
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; and

	(v)	references to the masculine shall include the feminine 
and references in the singular
		shall include the plural and vice versa and words 
denoting natural persons shall
		include companies, corporations and any other legal 
entity and vice versa.

2.	RIGHT TO RETAIN ASSETS LINES AND CABLES

2.1	Subject to sub-clause 5.1, NGC hereby grants to the PES the 
right to retain use and Modify
	as provided in this Agreement the PES's Assets on NGC's Land 
in such places as they are 
	currently situated and such right shall extend to any 
Modified PES Asset.  NGC undertakes to maintain any shelter 
or support enjoyed by the PES's Assets at the date of this 
Agreement or, if later, when Modified as aforesaid and 
grants to the PES a Right of Access for the purpose of the 
use, maintenance, inspection, testing, removal, operation, 
modification, or repair of any of the PES's Assets or for 
the purpose of
	compliance with any statute or Directive under the 
provisions of Clause 4.

2.2	Subject to Clause 6 NGC hereby grants the PES the right:-

	2.2.1	to retain and use all Lines and Cables which are 
now or shall (in accordance with the
		terms of this Agreement) be installed in over or 
through NGC's Land and grants to the 
		PES a Right of Access for the purpose of the use 
maintenance, inspection, testing, 
		removal, operation, Modification or repair of any of 
the Lines and Cables

	2.2.2	subject to obtaining the prior written consent of 
NGC (such consent not to be unreasonably
		withheld or delayed) to replace such Lines and Cables 
with Lines and Cables of the same
		or similar type either in the same position or in such 
other position as the NGC may
		approve (such approval not to be unreasonably withheld 
or delayed and not to be
		granted subject to the payment of any sums of money) 
and forthwith after any such
		replacement to remove the Lines and Cables from NGC's 
Land and repair any damage
		so caused

	2.2.3	to install new or additional Lines and Cables over 
on or through NGC's Land but only to
		the extent necessary to exploit the capability of the 
PES's Assets as at the date of this
		Agreement on NGC's Land such installation to be subject 
to the prior written consent
		of NGC (such consent not to be unreasonably withheld or 
delayed) and subject to 
		compliance with the following;-

		(i)	the PES shall in such circumstances give to NGC 
written notice requiring
			NGC to grant a wayleave (as hereinafter defined) 
within a period 
			specified in the notice not being less than 21 
days

		(ii)	within the period specified in the said notice or 
such longer period as the
			Parties may agree NGC may:-

			(a)	grant the required wayleave or

			(b)	grant or indicate a willingness to grant a 
wayleave subject to such
				terms and conditions as NGC may consider 
reasonable (such terms 
				and conditions to include terms and 
conditions relating to the route
				of the Line or Cable the period during which 
the wayleave may 
				continue in force and any payment to be made 
by the PES whether
				of a capital or periodic nature as 
consideration for the wayleave)

		(iii)	in the event that NGC shall have failed to 
grant the wayleave as required
			by the PES or indicated a willingness to grant a 
wayleave subject to terms
			and conditions to which the PES objects the PES 
may refer the matter for
			resolution in accordance with Clause 13

		(iv)	a "wayleave" means consent for the PES to install 
and keep installed a new
			Line or Cable on under or over NGC's Land and to 
have access thereto for
			the purposes of inspecting, testing, maintaining, 
repairing, removing, renewing,
			operating altering or replacing the same

	2.2.4	All other provisions of this Agreement shall apply 
to any new Line or Cable so 
		installed

2.3	NGC hereby grants to the PES the right to use any conducting 
media under over or on the NGC's Land for the passage and 
running of gas, water, electricity, telephone and other 
communication media and services now benefiting the PES's 
Assets

2.4	The PES shall, if considering moving, replacing or altering 
any of the PES's Assets, give due consideration as to 
whether it shall be operationally practicable, desirable and 
reasonably economic to move such Asset to (or place the 
replacement or altered Asset on) its own property.

3.	MODIFICATION

3.1	The PES may replace or alter any of the PES's Assets 
provided that:-

	3.1.1	The replacement Asset or the Asset as so altered:-

		(i)	is placed in the same or approximately the same 
position;

		(ii)	fulfills the same or a similar purpose;

		(iii)	can, where relevant, be accommodated in and 
on existing buildings
			or structures;

		(iv)	does not require additional or improved facilities 
or services
			from NGC;

		(v)	does not restrict the actual and intended use of 
NGC's Land and
			any equipment thereon or therein to any materially 
greater extent
			than the Asset so replaced or altered; and

		(vi)	is (unless otherwise agreed by NGC (such agreement 
not to be 
			unreasonably withheld or delayed)) either of the 
same or a 
			similar smaller size or the alteration is effected 
substantially
			within the space occupied by such Asset to enable 
the Asset
			to be used up to its full capability.

	3.1.2	Prior written notification has been given to NGC.

	3.1.3	Subject to NGC's prior approval (such approval not 
be unreasonably withheld or 
		delayed) the PES may if necessary install the modified 
Asset adjacent to the Asset
		to be replaced so as to enable dual running whilst the 
modified Asset is commissioned
		provided that the PES shall remove the Asset for which 
the replacement is substituted as 
		soon as practicable

	3.1.4	NGC shall if considering materially moving any of 
its assets to a position adjacent to
		any of the PES's Assets or replacing or altering any of 
its assets which are situated
		adjacent to the PES's Assets or making any substantial 
alteration to any building in
		which the PES's Assets are situated give due 
consideration to the PES's operational
		requirements of which NGC is aware

3.2	If any Modification shall require minor alterations or works 
to the existing buildings or structures of NGC housing or 
supporting the PES's Asset in question, such alterations or 
works may be carried out (with the prior written approval of 
NGC (such approval not to be unreasonably withheld or 
delayed)) but at the cost of the PES.

3.3	To the extent that any of the conditions of Clause 3.1 are 
not met in relation to any Modification, NGC may by notice 
in writing require the PES promptly to remove such 
replacement or alteration and if the PES fails to do so may 
remove the same itself at the cost and expense of the PES.  
On such removal, the PES may reinstate the Asset so replaced 
or altered.

4.	SAFETY SECURITY AND COMPLIANCE WITH STATUTES

4.1	NGC undertakes in relation to the PES's Assets to maintain 
and provide security in accordance with the arrangements set 
out in Part 1 of Schedule 3.

4.2	Each Party shall procure that as between the parties all 
reasonable and necessary steps are taken, as and when 
necessary or desirable, in cooperation with the other (and, 
so far as applicable, with any third party), to ensure 
compliance with the provisions (each such provision or part 
thereof being in this Clause 4 and "Obligation") of:-

	(i)	all statutes and Directives applicable to any of the 
PES's Assets and/or  any part 
		(including the whole) of NGC's Land and/or the 
employees of either party; and

	(ii)	any statute or Directive which may affect any other 
property (of whatever nature) of
		either Party as a result of the existence, nature, 
location, or manner of operation of 
		any of the PES's Assets.

4.3	Each Party shall, so far as it is aware of the same, unless 
it has reasonable grounds for believing that the other party 
possesses the information, keep the other Party informed of 
all material matters relating to any Obligation.

4.4	In the event of any dispute as to responsibility, as between 
the Parties, pursuant to Clause 4.2, for compliance with an 
Obligation, that responsibility shall be allocated, so far a 
practicable, on the basis that:-

	(i)	each Party shall refrain from taking or permitting any 
action which would prevent 
		compliance with an Obligation; and

	(ii)	positive action required in relation to a Party's land 
or asset as a consequence of the
		existence, nature, location or manner of operation of 
that land or asset shall be the
		 responsibility of that Party, and, to the extent that 
such action is required in respect of
		or affecting any property of the other Party (or 
property of a third party located in or on 
		that other Party's land), such action may be taken with 
the prior  approval of that other 
		Party (such approval, subject to (i) above, not to be 
unreasonably withheld or delayed).

4.5	The provisions for safety coordination between the Parties 
contained in Part 2 of Schedule 3 shall apply.

5.	RELOCATION OF PES's ASSETS

5.1	At any time and from time to time NGC may (with the prior 
written consent of the PES (such consent not be unreasonably 
withheld or delayed)) request the PES to relocate any of the 
PES's Assets either to a different location on NGC's Land or 
to the PES's or a third party's land, such consent to be 
sought given or referred in accordance with the following 
procedure:-

	5.1.1	NGC shall serve a written notice on the PES, which 
notice shall specify:-

		(a)	the PES's Assets (other than the Lines and Cables) 
which NGC
			wishes to be relocated;

		(b)	the reasons for such wish;

		(c)	the proposed new location for such assets;

		(d)	the timing of carrying out such relocation;

		(e)	the route of any Ancillary Lines and Cables 
required to be
			relocated; and

		(f)	any reasonable conditions with which such 
relocation or
			repositioning must comply.

	5.1.2	The PES shall within four months of receipt of any 
such notice serve a counter
		notice stating:-

		(a)	whether or not in its reasonable opinion such 
Relocation Proposal
			is acceptable to it;

		(b)	if the Relocation Proposal is not acceptable to 
the PES, the grounds
			for such opinion and the terms of any alternative 
proposal ("the
			Alternative Relocation Proposal") covering so far 
as relevant the
			matters referred to in items (a) to (f) of sub-
clause 5.1.1 which
			would be acceptable to the PES; and

		(c)	in  respect of the Relocation Proposal (if 
accepted) or of any 
			Alternative Relocation Proposals, an estimate 
(sufficiently detailed
			having regard to the circumstances) of the proper 
costs likely to be 
			incurred in connection with considering the 
Relocation Proposal
			or the Alternative Relocation Proposal and 
effecting the said
			relocation of the PES's Assets and the proper 
costs of relocating 
			any other equipment that may be necessary as a 
result of the 
			relocation of those Assets and the reasonable cost 
of employing staff 
			involved in the relocation and reasonable internal 
management costs 
			and any consequential losses (excluding any 
relating to operating 
			costs) including payments to third parties 
incurred as a result of the
			relocation of those Assets and the proposed manner 
and timing
			of payment of the same by the NGC.

	5.1.3	If within one month of the date of such counter 
notice (or such longer period as
		may be reasonably necessary) NGC has not withdrawn the 
Relocation Proposal
		and the Parties have not agreed upon it or the 
Alternative Relocation Proposal 
		(if any) or a variation of either of them and upon the 
best estimate reasonably 
		available of  the costs likely to be involved on the 
basis referred to in Clause
		5.1.2(c) the matter shall be dealt with in accordance 
with Clause 13.

5.2	Upon approval or settlement of any Relocation Proposal, 
Alternative Relocation Proposal or variation thereof 
pursuant to Clause 5.1 the PES shall proceed diligently to 
obtain or procure all necessary consents permissions and 
licences to enable it to relocate the PES's Assets (and any 
Lines and/or Cables consequently required to be relocated) 
provided that if the PES having used all reasonable 
endeavours (including the lodging and pursuing of an appeal 
to the appropriate authority if there are reasonable grounds 
for an appeal) shall have failed to obtain such consents 
permissions and licences as aforesaid then the Relocation 
Proposal or the Alternative Relocation Proposal or variation 
thereof shall be of no further effect save that NGC shall 
not be prevented from making at any other time further 
Relocation Proposals.

5.3	On receipt of any necessary consents as aforesaid and 
provided NGC has taken any necessary steps to facilitate 
such relocation the PES shall relocate or procure the 
relocation of the relevant PES's Assets as quickly as 
reasonably practicable (having regard to, amongst other 
things, technical and operational requirements and to its 
obtaining all necessary licences and consents).

5.4	NGC shall pay to the PES all costs incurred pursuant to 
Clause 5.1 which shall be (as far as practicable) in line 
with the estimate agreed or settled pursuant to Clause 5.1 
provided that all reasonable endeavours are used to minimise 
such costs and provided further that in the event the 
Relocation Proposal is withdrawn by NGC or consent thereto 
is reasonably withheld by the PES pursuant to Clause 5.1 or 
the PES shall be unable to obtain all the said necessary 
consents licences or permission NGC shall within 28 days of 
demand pay to the PES all costs incurred as aforesaid by the 
PES in connection with the Relocation Proposal and any 
Alternative Relocation Proposal.

5.5	The rights and obligations of the parties hereunder shall 
continue to apply to any of the PES's Assets as relocated 
including the provisions of this Clause 5.

6.	RELOCATION OF LINES AND CABLES

6.1	At any time and from time to time NGC may with the prior 
written consent of the PES (such consent not be unreasonably 
withheld or delayed) by notice in writing addressed to the 
PES require the PES to relocate or re-position the then 
existing Lines and Cables of the PES (or any or all of such 
Lines and Cables) which are situated in on over or through 
NGC's Land (in this paragraph all such Lines and Cables 
being hereinafter referred to as "the Equipment").

6.2	The said notice to be served by NGC on the PES shall specify 
(a) the Equipment which the NGC wishes to be relocated or 
re-positioned (b) a reasonable time in which such relocation 
or re-positioning is to be carried out (c) a suitable 
alternative location or route for the Equipment and (d) 
reasonable conditions (if any) in which such relocation or 
re-positioning shall be carried out.

6.3	As soon as possible after receipt of the said notice the PES 
shall proceed to apply for all necessary consents 
permissions and licences necessary for the said relocation 
or re-positioning (hereinafter in this Clause 6 called "the 
Consents") using all reasonable endeavours to obtain the 
same.

6.4	If the PES having used all reasonable endeavours (including 
the lodging and pursuing of an appeal to the appropriate 
authority if there are reasonable grounds for an appeal) 
shall have failed to obtain the Consents then the said 
Notice shall be of no further effect save that NGC shall not 
be precluded from serving at any other time further notices 
under this or any other Clause or Sub-clause and save 
further that NGC shall forthwith reimburse to the PES all 
costs properly incurred by the PES in connection with the 
provisions of this Clause 6.

6.5	If the PES shall obtain the Consents the PES shall as soon 
as practicable diligently carry out such relocation or re-
positioning of the Equipment to the reasonable satisfaction 
of NGC and shall make good all damage caused by the said 
relocation or re-positioning of the Equipment.

6.7	From time to time NGC shall pay to the PES all costs (a) 
properly incurred by the PES in effecting the said 
relocation or re-positioning of the Equipment and (b) 
properly incurred in complying with the obligations under 
the preceding sub-clauses of this Clause 6 such costs to 
include any consequential losses (excluding any relating to 
operating costs) the reasonable cost of employing staff 
involved in the relocation or re-positioning of the 
Equipment and the Compliance with the said obligations 
including reasonable internal management costs such 
payment(s) to be made within 28 days of receipt by NGC of 
documentary evidence of the aforesaid costs incurred by the 
PES.

6.8	The rights and obligations of the Parties hereunder shall 
continue to apply to the Equipment as relocated or re-
positioned including the provisions of this Clause 6.

7.	REMOVALS

7.1	In the event that there shall cease to be any Supplemental 
Connection Agreement relating to any of the PES's Assets on 
NGC's Land the PES shall remove those of the PES's Assets to 
which such Supplemental Connection relates (except Ancillary 
Cables which shall be made safe) from NGC's Land as quickly 
as practicable and in any event within the period provided 
in the Supplemental Connection Agreement for the removal of 
the PES's Equipment (as therein defined) consequent upon a 
disconnection (as defined in the Connection Agreement) and 
shall remedy any damage caused to NGC's Land as a result 
thereof.  The Parties shall negotiate in good faith 
appropriate arrangements to minimise the effects of the 
removal.

7.2	In the event that the PES is obliged to remove any of its 
Assets from NGC's Land, whether under this Clause 7 or 
otherwise, and fails to do so in accordance with the 
relevant provisions, NGC shall be entitled to remove the 
PES's Assets and the PES shall provide all reasonable 
assistance to enable NGC safely so to do and shall pay and 
reimburse to NGC all costs and expenses reasonably incurred 
by NGC in so doing.

8.	RIGHTS OF ACCESS

8.1	A Right of Access includes the right to bring on to NGC's 
Land such vehicles, plant, machinery, tools, equipment and 
maintenance or construction materials as shall be reasonably 
necessary for the Permitted Purpose.

8.2	A Right of Access given to the PES may be exercised by any 
person, including third party contractors, reasonably 
nominated from time to time by the PES.  To the extent (if 
any) that any particular authorisation or clearances may be 
required to be given by NGC and the procedures for giving 
and obtaining the same are not for the time being stipulated 
in arrangements made pursuant to Clause 8.3, NGC shall give 
the same within a reasonable time from the date of the 
request therefor, save in the case of emergency in which 
case it shall be given without delay.

8.3	The NGC shall procure that all reasonable arrangements and 
provisions are made and/or revised from time to time as and 
when necessary or desirable to facilitate the safe exercise 
of the Right of Access with the minimum of disruption, 
disturbance  or inconvenience to both Parties.  Such 
arrangements and provisions may, to the extent that the same 
is reasonable, limit or restrict the exercise of the Right 
of Access and/or provide for NGC to make reasonable 
directions or regulations from time to time in relation to a 
specified matter.  Matters to be covered by such 
arrangements and/or provision include:-

	(i)	the identification of any relevant PES's Assets;

	(ii)	the particular access routes applicable to the land in 
question having particular
		regard for the weight and size limits on those routes;

	(iii)	any limitations on times of exercise of a Right of 
Access;
	
	(iv)	any requirements as to prior notification and as to 
authorisation of security
		clearance of individuals exercising such Rights of 
Access, and procedures
		for obtaining the same;
	
	(v)	the means of communication to the PES and all employees 
and/or contractors
		who may be authorised from time to time by the PES to 
exercise a Right of
		Access of any relevant directions or regulations made 
by NGC;

	(vi)	the identification of and arrangements applicable to 
Emergency Personnel.

	the PES shall procure that any such arrangements and/or 
provisions (or directions or
	regulations issued pursuant thereto) properly made from time 
to time by NGC shall
	be observed and performed by the PES and all persons 
exercising any Right of Access.
	
	8.4.1	The PES shall procure that all reasonable steps 
are taken in the exercise
		of any Right of Access to:-

		(a)	Avoid or minimise damage to NGC's Land, any other 
property
			thereon or therein;
		(b)	cause as little disturbance and inconvenience as 
possible to NGC
			or other occupier of NGC's Land.

		and shall promptly make good any damage caused to NGC's 
Land and/or such other
		property in the course of the exercise of such rights 
and shall indemnify NGC
		against all actions, claims, proceedings, losses, costs 
and demands arising out
		of such exercise.

	8.4.2	Subject to Clause 8.4.1, all Rights of Access 
shall be exercisable free of any 
		charge or payment of any kind.

8.5	Subject to any contrary arrangements for the time being made 
under Clause 8.3 to enable a Right to Access to be exercised 
safely where exceptional circumstances so require

	8.5.1	a Right of Access for operation or inspection 
shall be immediately available
		without prior notice and local procedures shall be put 
in place to provide 
		such immediate access;

	8.5.2	a Right of Access for the purpose of maintenance, 
adjustment, testing or
		repair of HV apparatus granted in respect of land on 
which exposed HV
		conductors are sited shall only be exercisable on the 
giving to NGC of 
		at least 7 days prior written notice (or such other 
notice as may be agreed
		locally or (if less) such notice as may be reasonable 
in the circumstances)
		except in the case of loss of load or other system 
emergency (in which
		event NGC shall render all possible assistance in 
procuring that the Right
		of Access shall be exercisable as soon as possible).  
The Parties will make
		local arrangements to ensure that the PES is not 
delayed in its ability to 
		deal with any emergency which has resulted in loss of 
load or has resulted
		in a reduction in system security;

	8.5.3	a Right of Access for the purpose of Modifying any 
of the PES's Assets
		shall be exercisable only after two weeks prior notice 
to NGC (or such
		other notice as may be agreed locally or (if less) may 
be reasonable in
		the circumstances).

8.6	NGC shall procure that all reasonable steps are taken in 
respect of its use and occupation of NGC's Land to:-

	(i)	avoid or minimise damage to the PES's Assets and to any 
Common 
		Assets

	(ii)	cause as little disturbance and inconvenience as 
possible to the PES
		by such use occupation and operation and shall promptly 
make good
		any damage so caused to the PES's Assets and/or any 
Common Assets.

9.	SERVICES AND USE OF COMMON ASSETS

9.1	Subject as hereinafter provided, in relation to each Common 
Asset, NGC shall if required by the PES make the Common 
Asset in question available for continued use by the PES to 
at least the same extent as it was available for use by the 
PES immediately prior to the date of this Agreement.

9.2	Subject as hereinafter provided, in relation to each 
Service, NGC shall, if required by the PES, continue to 
provide the same to the PES.  Such provision shall be of 
such a quality and quantity and shall be provided at such 
times as the PES shall reasonably request.  NGC shall not be 
required to exceed the level of quality or quantity of the 
Service normally provided prior to the date of this 
Agreement unless specifically agreed otherwise between the 
Parties (such agreement not to be unreasonably withheld or 
delayed and where appropriate to include a provision for 
payment for such increased Service) save that with regard to 
the Services listed in Part 2 of Schedule 5 NGC shall be 
under no obligation at any time to increase the quality or 
quantity of any of such Services normally provided prior to 
the date of this Agreement.

9.3	Where the use of any Common Asset is made available or such 
Services are supplied as aforesaid, the Parties shall 
procure that appropriate arrangements and provisions are 
made between the local personnel employed by each of them in 
that regard such arrangements to include:-

	9.3.1	the identification of the Common Assets and/or 
Services in question including (where
		relevant) the extent of their availability;
	9.3.2	the hours during which such use or provision shall 
be allowed or made;
	9.3.3	any requirements as to notification of use or call 
for supply or temporary suspension
		thereof;
	9.3.4	any requirements as to authorisation or security 
clearance of individuals and the
		procedure for obtaining the same;
	9.3.5	any safety requirements;
	9.3.6	administration of payment arrangements.

	9.4.1	The provision of use of the Common Assets listed 
in Part 1 of Schedule 4 and the
		supply of the Services listed in Part 1 of  Schedule 5 
shall not be terminated unless 		NGC ceases to 
require the common Asset or Service for its own use in which 
case
		the supply of the Service or use of the Common Asset 
may be terminated by not less
		than one year's notice in writing. 
	9.4.2	The provision of use of the common Assets listed 
in Part 2 of Schedule 4, and the
		supply of those Services listed in Part 2 Schedule 5 
shall continue until terminated
		by not less than one year's notice in writing.
	9.4.3	In the event of a termination under Sub-Clauses 
9.4.1 and 9.4.2 above if the PES
		still has at the time of such termination a bona fide 
requirement for the Common
		Asset or Service and shall not be able to obtain an 
adequate alternative therefor 
		whether from a third party or otherwise NGC shall 
cooperate with the PES so as
		to minimise the effect of such termination on the 
operations of the PES including
		where practicable the provision of a right to use land 
for the location of an
		alternative to the Common Asset in question or an 
alternative source of supply 
		for the Service in question provided that (for the 
avoidance of doubt) any cost
		of the provision of the replacement of the common Asset 
or Service shall be borne 
		by the PES.

9.5	NGC shall maintain the Common Assets in accordance with Good 
Industry Practice.

9.6	The PES shall maintain all its relevant assets in such 
repair and condition that the level of Services provided 
does not substantially increase as a result of the lack of 
repair or condition of the relevant assets.

10.	PAYMENT

10.1	The Parties agree that save as provided in Clause 10.2 the 
provision of the use of Common Assets and the provision of 
Services, shall be free of charge for the purposes of this 
Agreement.

10.2	the PES agrees to pay NGC for the provision of Insulating 
Oil a fee calculated in accordance with the provisions of 
Schedule 6.

10.3	Any sums payable under this Agreement shall be payable 
together with any Value Added Tax chargeable on the same.  
Any costs, expenses or other sums to be repaid or reimbursed 
to either  Party under this Agreement shall include any 
irrecoverable Value Added Tax paid by that Party in relation 
to such sums to the extent that no credit is available in 
respect thereof under Section 15 of the Value Added Tax Act 
1983.

10.4	If either Party fails to pay on the due date any amount 
properly due under this Licence such Party shall pay to the 
other interest on such overdue amount from and including the 
date of such failure to (but excluding) the date of actual 
payment (as well after as before judgment) at the rate of 4% 
over Barclays Bank PLC base rate for the time being and from 
time to time.  Interest shall accrue from day to day.

11.	NON-INTERFERENCE

11.1	NGC and the PES agree that neither of them nor their agents, 
employees and invitees will respectively interfere in any 
way with any of the PES's Assets or the property and assets 
of NGC which are located at any time on NGC's Land without 
the consent of the other Party.  For the purposes of this 
clause "Interfere" shall include:-

	11.1.1	disconnecting or altering the connection of any of 
the PES's Asset or the 
		property or any asset of NGC to any system of cables, 
foundations, pipes,
		drains or other media to which it may be connected from 
time to time or
		to prevent supply of any substance or thing through 
such connected system;
	11.1.2	affixing or removing any item or substance of any 
nature whatsoever to or
		from any of the PES's Assets or the property or any 
asset of NGC;
	11.1.3	damaging any of the PES's Assets or the property 
or any assets of NGC or
		doing or omitting to do any act or allowing any state 
of affairs to subsist as 
		a result of which the PES's Assets or the property or 
assets of NGC would
		be likely to sustain any material damage;
	11.1.4	allowing any other person to interfere with any of 
the PES's Assets;
	11.1.5	alter any meters or settings on any of the PES's 
Assets;
	11.1.6	the obstruction of access to any of the PES's 
Assets;
	11.1.7	impairing the effectiveness of any gate, fence, 
wall alarm system or means
		of keeping out intruders.

11.2	The obligations contained in this Clause 11 shall be 
suspended to the extent that emergency action is taken by 
Emergency Personnel in good faith to protect the health and 
safety of persons or to prevent damage to property.  All 
reasonable care shall be taken in the course of such 
emergency action.  When the emergency has ended, any damaged 
property will be reinstated by the Party whose asset gave 
rise to the emergency, save for damage occurring by reason 
of lack of reasonable care in the course of the emergency 
action which shall be the responsibility of the Party taking 
the emergency action.

11.3	NGC agrees with the PES:-
	(i)	to keep NGC's Land or to procure that it be kept in 
such state of repair
		and condition as shall not cause damage to the PES's 
Assets and Lines 
		and Cables and shall not prevent the PES from 
exercising the rights
		granted to it herein or from using the PES's Assets for 
the purpose of
		the PES's business.
	(ii)	in the event that NGC intends to carry out any works to 
NGC's Land or
		to exercise the rights referred to herein which shall 
involve the 
		removal or other material interference with any PES's 
Asset  (including
		the construction, repair or alteration of any building 
or other erection
		on land on which such Asset is situate) and/or any such 
works which
		may materially prejudice any of the PES's rights 
hereunder in respect
		of the same NGC shall not commence such works until NGC 
has given
		notice in writing of its intentions to the PES and (if 
necessary) has at the
		NGC's expense made adequate provision to ensure that 
the PES's Asset 
		is still capable of use by the PES to the same extent 
as previously enjoyed.
	(iii)	to permit the PES to display warning notices on 
NGC's Land as the
		PES may reasonably require and other notices as the PES 
reasonably 
		requires with the prior written consent of NGC (such 
consent not to be
		unreasonably withheld and to include reasonable 
conditions as to 
		appearance, size and location) or are required by 
statute.

12.	CABLE TUNNELS AND LINES AND CABLES

	Any cable tunnels situated under NGC's land shall be kept 
fully maintained and repaired on the following basis:

	12.1	in the case of cable tunnels containing the HV cables 
of one Party only
		maintenance of the whole tunnel shall be the 
responsibility of that
		Party;
	12.2	in the case of cable tunnels containing HV cable of 
more than one Party
		maintenance of the whole tunnel shall be the 
responsibility of the Party
		with the majority in number of such cables for the time 
being and the
		cost of such maintenance shall be apportioned between 
the Parties 
		according to level of use;
	12.3	in the case of cable tunnels containing solely cables 
other than HV
		cables maintenance shall be the responsibility of the 
Party with the
		majority in number of such cables for the time being 
and the cost
		of maintenance shall be apportioned between the Parties 
according 	
		to level of use;
	12.4	to the extent that any part of any cable tunnel for 
which the PES is
		responsible in accordance with the above provisions for 
the
		maintenance thereof is within NGC's Land NGC grants to 
the PES
		a Right of Access for all purposes necessary to 
discharge its
		obligations under this Clause 12 and shall give all 
reasonable 
		cooperation and assistance to the PES as may be 
requisite for the 
		proper discharge by the PES of its obligations under 
this Clause.


13.	DISPUTE RESOLUTION

13.1	Save where expressly stated in this Agreement to the 
contrary and subject to any contrary provision of the Act, 
any Licence, or the Regulations, or the rights, powers, 
duties and obligations of the Director or the Secretary of 
State for Energy under the Act, any Licence or otherwise 
howsoever, any dispute or difference of whatever nature 
howsoever arising under, out of, or in connection with this 
Agreement between the parties hereto shall be and is hereby 
referred to arbitration pursuant to the arbitration rules of 
the Electricity Supply Industry Arbitration Association in 
force from time to time.

13.2	Whatever the nationality, residence or domicile of the 
parties hereto 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 1950 
(notwithstanding anything in Section 34 thereof) to 1979 
(including any modification, extension, replacement or re-
enactment thereof for the time being in force) shall apply 
to any such arbitration wherever the same or any part of it 
shall be conducted.

13.3	Subject always to Clause 13.5 below, 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 of the Parties (the "defendant contracting 
party"), and the defendant contracting party wishes to make 
a third party claim (as defined in Clause 13.4 below) 
against the other Party ("contracting party") which would 
but for this Clause 13.3 have been a dispute or difference 
referred to arbitration by virtue of Clause 13.1 above then, 
notwithstanding the provisions of Clause 13.1 above 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 
third party and the defendant contracting party but also 
between either or both of them and the 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.

13.4	For the purpose of this Clause 13 third party claim shall 
mean:-

	(a)	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
	(b)	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
		said tariff customer; or
	(c)	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
		said 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).

13.5	Clause 13.3 above shall apply only if at the time the legal 
proceedings are commenced no arbitration has been commenced 
between the defendant contracting party and the 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.

14.	GOVERNING LAW AND JURISDICTION

14.1	This Agreement shall be governed and construed in all 
respects in accordance with English law.

14.2	Subject and without prejudice to clause 13 and to clause 
14.4 the Parties irrevocably agree that the courts of 
England are to have exclusive jurisdiction to settle any 
dispute which may arise out of or in  connection with this 
Agreement and that accordingly any suit, action or 
proceeding (together in this clause 14 referred to as 
"Proceedings") arising out of or in connection with this 
Agreement may be brought in such courts.

14.3	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 14 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.

14.4	For the avoidance of doubt nothing contained in the 
foregoing provisions of this clause 14 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.

15.	CONFIDENTIALITY

	15.1.1	For the purposes of this Clause 15 except where 
the context otherwise requires:-

		
	"Authorized Recipient," in relation to any Protected 
Information, means
		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 this clause 15 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 PES under the provisions of this Agreement;  

		"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 adviser to or 
performs
			work in relation to or services for the Main 
Business;

		"Customer" has the same meaning as in the Connection 
Agreement;

		"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 Transfer Date (as defined in the 
Connection
		Agreement) 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;

		"Permitted Activities" means activities carried on for 
the 
		purposes of the Main Business;

		"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;
	
		"Supplier" has the same meaning as in the Connection 
Agreement.

	15.1.2	For the avoidance of doubt data and other 
information which a Party is
		permitted to divulge or publish to the other Party 
pursuant to this Agreement 
		shall not necessarily be regarded as being in the 
public domain by reason of 
		being so discharged or published.

15.2	Confidentiality for NGC and its Subsidiaries.
	NGC and its subsidiaries in each of their capacities in this 
Agreement shall secure that Protected Information is not:-

	15.2.1	divulged by Business Personnel to any person 
unless that person is 
		an Authorised Recipient;
	15.2.2	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 require, 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
	15.2.3	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.  

15.3	Nothing in Clause 15 shall apply:-

	15.3.1	to any Protected Information which, before it is 
furnished to Business 
		Personnel is in the public domain;
	15.3.2	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 15 does not 
apply; or
		(b)	is acquired by NGC or any subsidiary of NGC in
			circumstances in which this clause 15 does apply 
and
			thereafter ceases to be subject to the 
restrictions imposed
			by this Clause 15; 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 15; 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
	15.3.3	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
			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
			to comply by virtue of the Act or the NGC 
Transmission
			Licence; or 
		(c)	in compliance with any other requirement of law; 
or
		(d)	in response to a requirement of any recognised 
stock exchange
			or regulatory authority or the Panel on Takeovers 
and Mergers; or
		(e)	pursuant to the Arbitration Rules for the 
Electricity Supply
			Industry Arbitration Association or pursuant to 
any judicial
			or other arbitral process or tribunal having 
jurisdiction in 
			relation to NGC or any of its subsidiaries; or
		(f)	in compliance with the requirements of Section 35 
of the Act
			and with the provisions of the Fuel Security Code; 
or
	15.3.4	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 as 
		defined in the Connection Agreement) with the Party to 
whose affairs such
		Protected Information relates.

15.4	NGC and its subsidiaries may use all and any information or 
data supplied to or acquired by it, from or in relation to 
the other Party in performing Permitted Activities including 
for the following Purposes:-
	15.4.1	the operation and planning of the NGC Transmission 
System;
	15.4.2	the calculation of charges and preparation of 
offers of terms for
		connection to or use of the NGC Transmission System;
	15.4.3	the operation and planning of the Ancillary 
Services Business (as
		defined in the NGC Transmission Licence) and the 
calculation of
		charges therefor;
	15.4.4	the operation of the Settlements Business (as 
defined in the NGC
		Transmission Licence); 
	15.4.5	the provision of information under the British 
Grid Systems 
		Agreement and the EdF Protocol (as defined in the 
Connection
		Agreement);
	and may pass the same to subsidiaries of NGC which carry out 
such activities and the parties hereto agree to provide all 
information to NGC and its subsidiaries for such purposes.

15.5	NGC undertakes 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
	15.5.1	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 is known to be engaged in 
the
			writing of electricity purchase contracts (as 
defined in the
			NGC Transmission Licence); or
		(c)	known to be retained as a consultant to any such 
person 
			who is referred to in (a) or (b) above; or
	15.5.2	who is to be transferred to the Generation 
Business save where NGC or
		such subsidiary could not, in all circumstances 
reasonably be expected
		to refrain from divulging to such Business Person 
Protected Information
		which is required for the proper performance of his 
duties.

15.6	Without prejudice to the other provisions of this Clause 15 
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.

15.7	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.

15.8	Confidentiality other than for NGC and its Subsidiaries.
	15.8.1	The PES hereby undertakes with 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 in the 
circumstances 
		set out in Clause 15.8.2 or to the extent expressly 
permitted by
		this Agreement or with the consent in writing of NGC.
	15.8.2	Exceptions:  the circumstances referred to in 
Clause 15.8.1 are:-
		15.8.2.1	where the Confidential Information, before it 
is
			furnished to the PES, is in the public domain; or
		15.8.2.2	where the Confidential Information, after it 
is 
			furnished to the PES:-
			(a)	is acquired by the PES in circumstances in
				which this Clause 15 does not apply; or
			(b)	is acquired by the PES in circumstances in	
				which this Clause 15 does apply and there-
				after ceases to be subject to the 
restrictions
				imposed by this Clause 15; or
			(c)	enters the public domain and in any such
				case otherwise than as a result of a breach
				by the PES of its obligations in this Clause
				15 or a breach by the person who disclosed
				that Confidential Information of that 
person's
				confidentiality obligation; or
		15.8.2.3	if the PES is required or permitted to make 
disclosure of
			the confidential Information to any person:-
			(i)	in compliance with the duties of the PES 
under
				the Act or any other requirement of a 
Competent
				Authority;
			(ii)	in compliance with the conditions of any 
Licence
				or any document referred to in any Licence 
with
				which the PES is required to comply;
			(iii)	in compliance with any other requirement 
of law;
			(iv)	in response to a requirement of any stock 
exchange
				or regulatory authority or the Panel on 
Takeovers
				and Mergers; or
			(v)	pursuant to the Arbitration Rules for the 
Electricity
				Supply Industry Arbitration Association or 
pursuant
				to any judicial or other arbitral process or 
tribunal
				having jurisdiction in relation to the PES; 
or
		15.8.2.4	when Confidential Information is furnished by 
the PES to the
			employees, directors, agents, consultants and 
professional
			advisers of the PES, in each case on the basis set 
out in the 
			sub-clause 15.9.

15.9	With effect from the date of this Agreement the PES shall 
adopt procedures within its organisation for ensuring the 
confidentiality of all Confidential Information which it is 
obliged to preserve as confidential under Clause 15.8.  
These procedures are:-
	15.9.1	the Confidential Information will be disseminated 
within the PES only
		on a "need to know" basis;
	15.9.2	employees, directors, agents, consultants and 
professional advisers
		of the PES in receipt of Confidential Information will 
be made
		fully aware of the PES's obligations of confidence in 
relation
		thereto; and
	15.9.3	any copies of the Confidential Information whether 
in hard copy
		or computerised form will clearly identify the 
Confidential 
		Information as confidential.

16.	DEALINGS WITH LAND

16.1	Each party agrees that it shall not by any act or default 
render the PES's Assets or the assets of NGC on NGC's Land 
(as appropriate) liable to any distress, execution or other 
legal process, and in the event that such assets shall 
become so liable, shall forthwith give notice of any such 
proceedings to the other Party and shall forthwith notify 
any third party instituting any such process of the 
ownership of such assets.

16.2	If NGC desires to mortgage or charge any of its land or its 
interest therein on which any of the PES's Assets are 
located or if either party desires to mortgage or charge any 
of its own assets or to enter into any arrangement which, if 
made, might affect the rights of the other Party expressly 
granted herein, then that Party shall ensure that the other 
Party's assets are not and will not be subject to the rights 
granted therein and are not and will not be affected by the 
mortgage, legal charge or other agreement or arrangement, 
and shall give written notification thereof to the other 
Party.

16.3	In the event that NGC shall wish to grant rights over or 
dispose of any interest in or change the use of any land to 
which this Agreement applies NGC shall notify the PES of 
such wish and fully consult with the PES in respect thereof 
and shall not grant such rights or make such disposal or 
change of use subject to and where appropriate with the 
benefit of this Agreement and where the disposal involves 
the Common Assets and/or Services shall procure that the 
party to whom the interests are disposed of shall complete a 
deed of covenant with the PES in such form as the PES shall 
reasonably require to enable the PES to continue to have the 
use of such Common Assets or Services to the same extent as 
prior to such disposal.

17.	LIMITATION OF LIABILITY

17.1	Save where any provision of this Agreement provides for an 
indemnity and save as provided in this sub-clause 17.1 and 
sub-clause 17.2 neither party (the "Party Liable") nor its 
officers, employees or agents shall be liable to the other 
party for loss arising from any breach of this Agreement 
other than for loss directly resulting from such breach and 
which at the date hereof was reasonably foreseeable as not 
unlikely to occur in the ordinary course of events from such 
breach and which resulted from:-
	17.1.2	physical damage to the property of the other 
Party, its officers, 
		employees or agents; and/or
	17.1.2	the liability of the other Party to any other 
person for loss 
		arising from physical damage to the property of such 
other
		person.

17.2	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 the other Party, its 
officers, employees or agents, from and against all such and 
any loss or liability which 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, 
its officers, employees or agents.

17.3	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 the other party for:-
	17.3.1	any loss of profit, loss of revenue, loss of use, 
loss of contract
		or loss of goodwill; or
	17.3.2	any indirect or consequential loss; or
	17.3.3	loss resulting from the liability of such other 
Party to any
		other person howsoever and whensoever arising save as
		provided in sub-clauses 17.1.2 and 17.2.

17.4	The rights and remedies provided by this Agreement 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 this Agreement, 
including without limitation any rights either party may 
possess in tort which shall include actions brought in 
negligence and/or nuisance.  Accordingly, each of the 
parties hereby waives in the fullest extent possible all 
such rights and remedies provided by common law or statute, 
and releases the Party Liable 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.

17.5	Save as otherwise expressly provided in this Agreement, this 
clause 17 insofar as it excludes or limits liability shall 
override any other provision in this Agreement provided that 
nothing in this clause 17 shall exclude or restrict or 
otherwise prejudice or affect any of:-
	17.5.1	the rights, powers, duties and obligations of 
either Party which
		are conferred or created by the Act, the NGC 
Transmission
		Licence, the PES Licence or the Electricity Supply 
Regulations
		1988 or any amendment or re-enactment thereof; or
	17.5.2	the rights, powers, duties and obligations of the 
Director or the
		Secretary of State under the Act, any such Licence as 
aforesaid
		or otherwise howsoever.

17.6	Each of the sub-clauses of this clause 17 shall:-
	17.6.1	be construed as a separate and severable contract 
term, and if 
		one or more of such sub-clauses is held to be invalid, 
unlawful
		or otherwise unenforceable the other or others of such 
sub-
		clauses shall remain in full force and effect and shall 
continue to
		bind the parties; and
	17.6.2	survive termination of this Agreement.

17.7	Each Party acknowledges and agrees that the other Party 
holds the benefit of sub-clauses 17.1 and 17.2 and 17.3 
above for itself and as trustee and agent for its officers, 
employees and agents.

17.8	Each Party acknowledges and agrees that the provisions of 
this clause 17 have been the subject of discussion and 
negotiation and are fair and reasonable having regard to the 
circumstances as at the date hereof.

18.	INTELLECTUAL PROPERTY

	All Intellectual Property relating to the subject matter of 
this Agreement conceived, originated, devised, developed or 
created by a Party, its officers, employees, agents or 
consultants during the currency of this Agreement shall vest 
in such Party as the sole beneficial owner thereof save 
where the Parties agree in writing otherwise.

19.	FORCE MAJEURE

	If either Party (the "Non-Performing Party") shall be unable 
to carry out any of its obligations under this Agreement due 
to a circumstance of Force Majeure this Agreement shall 
remain in effect but save as otherwise provided herein the 
Non-Performing Party's obligations hereunder shall be 
suspended without liability for a period equal to the 
circumstance of Force Majeure provided that:-
	(i)	the Non-Performing Party gives the other Party prompt 
notice describing
		the circumstances of Force Majeure, including the 
nature of the occurrence,
		its expected duration and the particular obligations 
affected by it, and
		thereafter furnishes regular reports with respect 
thereto during the period
		of Force Majeure;
	(ii)	the suspension of performance is of no greater scope 
and of no longer
		duration than is required by the Force Majeure;
	(iii)	no liabilities of either Party that arose before 
the Force Majeure causing
		the suspension of performance are affected as a result 
of the Force Majeure;
	(iv)	the non-performing Party uses all reasonable efforts to 
remedy its
		inability to perform; and
	(v)	as soon as practicable after the event which 
constitutes Force Majeure 
		the Parties shall discuss how best to continue their 
operations so far
		as possible in accordance with this Agreement.

20.	WAIVER

	No delay or omission of  NGC or the PES in exercising any 
right, power, privilege or remedy under this Agreement 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 future exercise thereof or the 
exercise of any other right, power, privilege or remedy.

21.	NOTICES

21.1	Any notice or other communication to be given by one Party 
to the other under, or in connection with the matters 
contemplated by, this Agreement shall be addressed to the 
recipient and sent to the address, telex number or facsimile 
number of such other Party given in Schedule 7 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 21 to the Party giving the relevant notice or other 
communication to it.

21.2	Any notice or other communication to be given by one Party 
to the other Party under, or in connection with the matters 
contemplated by, this Agreement 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:-
	21.2.1	in the case of delivery by hand, when delivered; 
or
	21.2.2	in the case of first class prepaid post, on the 
second day 
		following the day of posting or (if sent airmail from 
		overseas) on the firth day following the day of 
posting; or
	21.2.3	in the case of telex, on the transmission of the 
automatic
		answerback 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
	21.2.4	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.

22.	VARIATIONS

	The provisions of Schedules 4 and 5 may be varied form time 
to time by written memorandum referring to this Clause 22 
and signed by an authorised office of each of the parties.  
Subject thereto no variations to this Agreement shall be 
effective unless made by way of supplemental deed.

23.	OVERRIDING PROVISIONS

[23.1]	In the event of any conflict between the obligations of 
a successor to NGC or the PES hereunder and their 
obligations under the NGC Transmission Licence and PES 
Licence, the Act, any direction of the Secretary of State 
for Energy, the Director or ruling of the Monopolies and 
Mergers Commission, the Grid Code, under any Connection 
Agreement or under any Supplemental Connection Agreement 
relating to any of the PES's Assets, the provisions of the 
NGC Transmission Licence and PES Licence, the Act, the Grid 
Code, any Connection Agreement or any Supplemental 
Connection Agreement relating to any of the PES's Assets, 
the direction of the Secretary of State for Energy, the 
Director, or ruling of the Monopolies and Mergers Commission 
shall prevail and accordingly NGC and the PES respectively 
shall not be responsible for any failure to perform their 
respective obligations hereunder to the extent that any such 
failure is directly attributable to proper compliance with 
such provisions, rulings or directions.

[23.2	In the event of any inconsistency between the terms of 
this Agreement and the terms of an agreement between NGC and 
Nuclear Electric plc to take effect from 31st March 1990 
relating to access to or use of property or equipment 
affected by a Nuclear Site Licence ("the Nuclear Site 
Licence Agreement") a copy of which as been disclosed to the 
PES prior to the date hereof the terms of the latter shall 
prevail.

23.3	The PES hereby covenants with NGC to comply with the 
provisions of the Nuclear Site Licence Agreement in so far 
as it affects the PES's Assets and the exercise by the PES 
of its rights under this Agreement.

23.4	NGC hereby covenants with the PES to comply with the 
provisions of the Nuclear Site Licence Agreement insofar as 
it affects the NGC's Land and the assets of the NGC 
thereon.]

24.	ASSIGNMENT AND SUB-CONTRACTING

24.1	The PES shall not assign or otherwise deal (in whole or in 
part) with its rights hereunder save that the PES may with 
the prior written consent of NGC such consent not to be 
unreasonably withheld:-
	24.1.1	charge the rights as a whole,
	24.1.2	assign the rights as a whole to a person holding a 
Licence granted pursuant 
		to section 6(1)(c) or 6(2) of the Act or to a company 
of which the PES
		holds beneficially the whole of the issued share 
capital or which holds
		the whole of the issued share capital of the PES
	24.1.3	assign the rights as a whole to an assignee which 
is contemporaneously
		acquiring a substantial part of the undertaking of the 
PES in connection
		with the distribution of electricity.

24.2	Each Party shall have the right to sub-contract or delegate 
the performance of any of its obligations or duties arising 
under this Agreement without the consent of the other.  The 
sub-contracting by either Party of the performance of any 
obligations or duties under this Agreement shall not relieve 
such Party from the liability for performance of such 
obligation or duty.

25.	ILLEGALITY AND PARTIAL INVALIDITY

25.1	If at any time any provision of this Agreement should become 
or be declared unlawful, invalid, illegal or unenforceable 
in any respect under the law of any jurisdiction, neither 
the validity, legality or enforceability of the remaining 
provisions nor the validity, legality or enforceability of 
such provision under the law of any other jurisdiction shall 
be affected.

25.2	If any part of a provision of this Agreement is or becomes 
or is declared invalid, unlawful, illegal or unenforceable 
but the rest of such provision would remain valid, lawful or 
enforceable if part of the wording were deleted the 
provision shall apply with such modifications as may be 
necessary to make it valid, lawful, enforceable and 
effective but without affecting the meaning of legality, 
validity or enforceability of any other provision of this 
Agreement.

26.	TERM AND TERMINATION

	This Agreement shall continue until none of the PES's Assets 
are on any part of NGC's Land and no Common Assets or 
Services are shared by or provided to the PES pursuant to 
this Agreement.

27	AGREEMENT AS TO ASSETS, SERVICES AND COMMON ASSETS

	
27.1	The parties shall within twelve months of the date hereof 
agree on the following:-
	27.1.1	The PES's Assets which are actually on NGC's Land 
as at the 
		date hereof and,
	27.1.2	the Services and Common Assets which are on NGC's 
Land 
		and are required by the PES as at the date hereof,
	27.1.3	the Lines and Cables belonging to the PES and the 
routes 
		thereof which are on and/or under NGC's Land as at the
		date hereof,
	27.1.4	in respect of the Services agreed upon pursuant to 
the preceding
		sub-clause of the kind specified in Part 2 of Schedule 
5 details
		of the level of quality or quantity of such Service as 
at the 
		date hereof.

27.2	If the Parties fail to agree any of the matters referred to 
in this Clause either may refer the same for resolution in 
accordance with Clause 13 at any time after a disagreement 
arises.

28.	REGISTRATION AND MEMORANDUM

28.1	Where any or all of NGC's Land is registered or NGC's 
interest therein is subject to compulsory registration at 
H.M. Land Registry NGC agrees to apply to the Chief Land 
Registrar for the registration as appropriate of the rights 
and obligations granted by or contained in this Agreement 
and further agrees to place on deposit at H.M. Land Registry 
all relevant Land or Charge Certificates to enable such 
registration to be effected as and when such Land or Charge 
Certificate are available.

28.2	Where any of NGC's Land is not so registered or subject to 
compulsory registration, NGC is entitled to procure within 
six months of the date hereof that a memorandum of this 
agreement is endorsed on or otherwise securely attached to 
the most recent conveyance (in the case of a freehold 
interest) or the lease under or pursuant to which NGC holds 
NGC's land.

29.	ENTIRE AGREEMENT

29.1	This Agreement contains or expressly refers to the entire 
agreement between the Parties with respect to the subject-
matter hereof, and expressly excludes any warranty condition 
or other 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 this Agreement.

29.2	The parties acknowledge that each of them may have entered 
or may enter into agreements with any generating company (as 
defined in the Act) containing similar rights and/or 
liabilities to those contained in this Agreement affecting 
the PES's Assets NGC's Land and any assets thereon.  The 
Parties shall, when entering into such agreement with any of 
the said generating companies, use reasonable endeavours to 
avoid conflicts between the provisions thereof and the 
provisions of this Agreement but in the event of any 
conflict the Parties shall procure that appropriate 
arrangements are made to settle the same to give full effect 
(so far as practicable) to the rights and liabilities under 
this Agreement and under such other agreements as aforesaid.  
Where relevant the provisions of Clause 8.3 shall apply.  In 
the event of any dispute as to such conflict and/or 
arrangements the dispute shall be dealt with in accordance 
with Clause 13.

IN WITNESS whereof this Agreement has been entered into under 
seal the day and year first above
written.



SCHEDULE 1


The PES's Assets on NGC's Land


Assets of the following kind:-

(a)	HV Apparatus including/comprising busbar isolators, circuit 
breaker, earth switch,
	current transformer, voltage transformer

(b)	Termination Apparatus including/comprising overhead 
connection tension 
	insulators and downdroppers/HV cable and sealing ends

(c)	Protection, control and alarm apparatus (including 
associated panels and
	multicore cabling)

(d)	Intertrip apparatus

(e)	Standby diesels

(f)	Connections to compressed air and oil installations

(g)	Sections of water washing installations

(h)	Spares excluding Strategic Spares

(i)	Metering equipment

(j)	Aerials

(k)	MV supply cables and apparatus

(l)	Batteries and associated apparatus

(m)	Telecommunications apparatus

(n)	Cathodic protection


To the extent not included as part of such assets the same shall 
be deemed to include all control and
auxillary cables and associated terminations pipes and ducts and 
other auxillary equipment exclusively
serving the same.



SCHEDULE 2


NGC'S Land

[Site address]


SCHEDULE 3


Security Details (Cl. 4)


Part 1



1.	NGC Land
	Security of NGC Site Compounds will be maintained in 
accordance with the Electricity Supply Regulations 1988.  
All buildings not enclosed within a site compound fence will 
be securely locked to restrict unauthorised access.  A local 
management instruction will apply to the issue of security 
keys.

Part 2

Plant MV LV Apparatus Safety Coordination Procedures (Cl. 4.5)


(1)	In this Schedule:-

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

	"Connection Site"	shall have the meaning given to it in 
the Grid Code;

	"Existing Rules"		means the rules, procedures or 
current arrangements for
				and relating to safety coordination across 
boundaries 
				(to permit work to or testing on the system 
of one of the
				Parties which, for this to be done safely, 
requires 
				isolation and/or other precautions on Plant 
and/or MV
				and/or LV Apparatus whether at, adjacent to 
or remote
				from the location of the work or testing) 
which are in
				force followed or complied with at NGC's Land 
at the 
				date of this Agreement;

	"Low Voltage" or "LV"	means a voltage not exceeding 250 
volts;

	"Medium Voltage" 	means a voltage exceeding 250 volts but 
not exceeding
	or "MV"		650 volts;

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

(2)	The Parties will continue to comply with the Existing Rules 
pending any agreed modifications thereto.

(3)	The Parties will arrange for the Existing Rules (if not 
already in writing) to be written down, and in any event, to 
be agreed between the person or persons responsible on 
behalf of the relevant Parties for the coordination of 
safety at each Connection Site(s).


SCHEDULE 4


Common Assets (Cl. 9.1)


Part 1



		(a)	Batteries

		(b)	Earthing Systems

		(c)	Telemetering Equipment

		(d)	Connections to insulating oil and SF6 gas
			installations

		(e)	Miscellaneous MV/LV cabling



Part 2


		(a)	Communicating Equipment (excepting Telemetering 
Equipment)

		(b)	Site lighting



SCHEDULE 5


Shared Services (Cl. 9.2)


Part 1


			(a)	AC and DC electrical supplies

			(b)	Compressed air for switchgear operation

			(c)	 Water supplies

			(d)	Insulating Oil

			(e)	Fire fighting systems and use of adjacent 
fire hydrants

			(f)	Use of system for transporting insulating oil

			(g)	Use of system for transporting Sulphur 
hexafluoride


Part 2


			(a)	Toilet facilities

			(b)	Canteen facilities
		
			(c)	Public telephones

			(d) 	Cranes and lifting equipment

			(e)	Security alarm systems

SCHEDULE 6


Charges for the Provision of Services


	The charges to be made by NGC for the supply of Insulating 
Oil shall be a proper charge having regard to the quantity 
of the supply which charge shall be agreed locally from time 
to time.


SCHEDULE 7


Addresses, Fax Nos., etc. (Cl. 21.)