Exhibit 4.10


Exhibit 4.10







	National Grid Transco	1-3 Strand	 T +44
        (0) 20 7004 3000
	London WC2N 5EH	F +44 (0) 20 7004
        3004
	  	www.ngtgroup.com



 

	5thJune
        2003	 
	 	Sir John Parker
        FREng

      Chairman
	 	 
	 	D:
          +44 (0) 20 7004 3010

    
	Mr Kenneth
        Harvey

      Broomfield House

      Westwood Road

      Windlesham

      Surrey

      GU20 6LW	F:
          +44 (0) 20
          7004 3012

        M: +44 (0) 7831
            496201

        john.parker@ngtgroup.com

    
	 	 
	 	 
	Dear 		 


 

With reference to the letter
    of appointment from National Grid Group plc dated 1st June 2002,
    I am writing to confirm the terms of your appointment as a Non-Executive
    Director of National Grid Transco plc (the "Company") with effect
    from 1 April 2003. It is agreed that this is a contract for services and
    is not a contract of employment.

	Appointment
	Your appointment, which commenced on
        21 October 2002, will be for an initial term of three years, ending at
        the Company's AGM in 2006, unless otherwise terminated earlier in accordance
        with the Company's Articles of Association or by and at the discretion
        of either party upon one month's written notice. Continuation of your
        contract of appointment is contingent on satisfactory performance and
        re-election at forthcoming AGMs. In the unlikely event that shareholders
        do not support your appointment or other shareholder action terminates
        your appointment before the 2006 AGM, you will not be entitled to receive
        damages for breach of contract. As you know, it is Board policy that
        Non-Executive Directors are typically expected to serve two three-year
        terms; any extension to this is subject to review by the Nominations
        Committee (prior to making recommendations to the Board) in the light
        of good corporate governance policy at the time.


Time Commitment

    Overall we anticipate a time commitment
    of approximately 2-21⁄2 days on average per month, after the induction
    phase, taking account reading and preparation time for Board and Committee
    meetings. This will include attendance at Board meetings (estimated 9 scheduled
    meetings per annum of which 2-3 per annum will be in the USA) plus ad hoc
    and emergency meetings, the AGM, any extraordinary general meetings, 2 Board
    strategy sessions and at least one site visit per year. It is planned that
    certain Board meetings will be held out of London at the Company's operations
    (in the UK and USA).

By confirming this appointment,
    you have agreed that you are able to allocate sufficient time to meet the
    expectations of your role including appropriate preparation time. The agreement
    of the Chairman should be sought before accepting additional commitments
    that might affect the time you are able to devote to your role as a Non-Executive
    Director of the Company.

	  	National Grid Transco plc
	 	Registered Office: 1–3 Strand,
        London WC2N 5EH
	 	Registered in England and Wales, No
        4031152


 







	 	 


	You should also have regard to your
        duties as a director in light of the UK Listing Rules and Combined Code
        and obligations arising as a result of the Company's shares being listed
        on the New York Stock Exchange, as set out in the relevant section in
        the Directors' Information Pack. You will also be subject to the Company's
        Share Dealing Code as set out in the Directors Information Pack.
	 
	Role
	Non-Executive Directors have the same
        general legal responsibilities to the Company as any other director.
        The Board as a whole is collectively responsible for promoting the success
        of the Company by directing and supervising the Company's affairs. The
        Board:


	•	 provides effective business leadership
        of the Company within a framework of prudent and effective controls which
        enable risk to be assessed and managed;


	•	 sets the Company's strategic aims,
        ensures that the necessary financial and human resources are in place
        for the Company to meet its objectives, and reviews management performance;
        and


	•	 sets the Company's values and standards
        and ensures that its obligations to its shareholders and others are understood
        and met.



 

	In addition to these requirements
        of all directors, the role of the non-executive has the following key
        elements:
	•	 Strategy: Non-Executive Directors
        should constructively challenge and contribute to the development of
        strategy;


	•	 Performance: Non-Executive Directors
        should scrutinise the performance of management in meeting agreed goals
        and objectives and monitor the reporting of performance;


	•	 Risk: Non-Executive Directors
        should satisfy themselves that the financial function of the Company
        is professionally managed and that financial controls and systems of
        risk management are robust and defensible; and


	•	 People: Non-Executive Directors
        are responsible for determining appropriate levels of remuneration of
        executive directors and have a prime role in appointing, and where necessary
        removing, senior management and in succession planning.


Committees

    This letter refers to your appointment as
    a Non-Executive Director of the Company. You have also been requested to
    serve on the Nominations, Audit and Remuneration Committees.

Fees

    You will be paid an annual retainer fee
    of £30,000 gross per annum which will be paid monthly in arrears. You
    will also be entitled to attendance fees of £1,500 for each Board meeting
    held in your country of residence and £3,000 for each overseas meeting.
    This attendance fee is intended to cover your attendance at any Committee
    meetings. You will not receive any additional fees
    for membership of, or attendance at, any Board Committee meetings. The Company
    will reimburse you for all reasonable and properly documented expenses you
    incur in performing the duties of your office. The Board shall review the
    above fees from time to time and they are therefore subject to change. All
    fees and payments will be made subject to any deductions required to be made
    by the Company.






	Outside Interests
	It is accepted and acknowledged that
        you have business interests other than those of the Company and have
        declared any conflicts that are apparent at present. In the event that
        you become aware of any potential conflicts of interest, these should
        be disclosed to the Chairman and/or Company Secretary as soon as apparent.
	 
	The Board of the Company have determined
        you to be independent according to the provision of the Combined Code.
	 


	Confidentiality
	You will, naturally, during your appointment
        and following its termination not disclose or communicate to any person
        (except as required by law or in the course of the proper performance
        of your duties, or with the consent of the Board of Directors) nor use
        for your own account or advantage any confidential information relating
        to the Company or any of its subsidiaries or associate companies which
        you obtained during your appointment or otherwise.
	 
	You will be required to return all papers
        containing confidential information on termination of the appointment.
	 
	Your attention is also drawn to the
        requirements under both legislation and regulation as to the disclosure
        of price sensitive information. Consequently you should avoid making
        any statements that might risk a breach of these requirements without
        prior clearance from the Chairman or Company Secretary.


Induction

    You have already been provided with an introduction
    to the Company and its businesses and detailed information on a variety of
    areas plus a directors' information pack. We have also arranged for various
    site visits and meetings with senior and middle management and the Company's
    advisors. We will also arrange for you to meet major investors as appropriate.

Review Process

    The performance of individual directors
    and the whole Board and its Committees is evaluated annually. If, in the
    interim, there are any matters which cause you concern about your role you
    should discuss them with the Chairman as soon as is appropriate.

 






 

	Insurance


	The Company has directors' and officers'
        liability insurance and it is intended to maintain such cover for the
        full term of your appointment. A summary of the cover is included in
        your directors' information pack.
	 


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

      Chairman
	 
	Agreed and Accepted by
	 
	Kenneth Harvey