Exhibit 4.11

 Exhibit 4.11






	National Grid Transco	 	 	  	 	 	1-3
      Strand	 	 	T +44
      (0) 20 7004 3000	 
	London WC2N 5EH	F +44 (0) 20 7004 3004
	 	  	 	 	 	 	 	 	 	www.ngtgroup.com	 
	 	 	 	 	 	 	 	 	 	 	 
									 	 	
	5th June 2003	 	 	 	 	 	Sir John
    Parker FREng

	 	 	 	 
	 	 	 	 	 	 	Chairman	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Professor
    Paul Joskow	 	 	 	 	 	D: +44
      (0) 20 7004 3010	 	 	 
	7
    Chilton Street	 	 	 	 	 	F: +44
      (0) 20 7004 3012	 	 	 
	Brookline	 	 	 	 	 	M: +44
      (0) 7831 496201	 	 	 
	MA
    02446-3902	 	 	 	 	 	john.parker@ngtgroup.com	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 

	Dear	



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

	Appointment
	Your appointment, which commenced on 27th March
      2000, was for an initial term of three years, ending at the Company's AGM
      in 2003. The Board has agreed to extend the period of your appointment
      to the Company's AGM in 2005, unless otherwise terminated earlier in accordance
      with the Company's Articles of Association or by and at the discretion
      of either party upon one month's-written notice. Continuation of your contract
      of appointment is contingent on satisfactory performance and re-election
      at forthcoming AGMs. In the unlikely event that shareholders do not support
      your appointment or other shareholder action terminates your appointment
      before the 2005 AGM, you will not be entitled to receive damages for breach
      of contract. As you know, it is Board policy that Non-Executive Directors
      are typically expected to serve two three-year terms; any extension to
      this is subject to review by the Nominations Committee (prior to making
      recommendations to the Board) in the light of good corporate governance
    policy at the time.
	 
	Time Commitment
	Overall we anticipate a time commitment
      of approximately 2-21⁄2 days on average per month taking account of reading
      and preparation time for Board and Committee meetings. This will include
      attendance at Board meetings (estimated 9 scheduled meetings per annum
      of which 2-3 per annum will be in the USA) plus ad hoc and emergency meetings,
      the AGM, any extraordinary general meetings, 2 Board strategy sessions
      and at least one site visit per year. It is planned that certain Board
      meetings will be held out of London at the Company's operations (in the
    UK and USA).
	 
	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 Audit Committee and be chairman of the Finance Committee.

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. For your chairmanship of the Finance Committee you
will receive £12,500 per annum. 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 in US dollars at the rate of exchange applicable at the date of
payment and 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 subsidiary 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.
	 
	Governing Law
	The agreement contained in this letter
      shall be governed by, and construed in accordance with, English law and
    shall be subject to the exclusive jurisdiction of the English courts.
	 
	Entire Agreement
	This appointment letter represents the
      entire understanding, and constitutes the whole agreement, in relation
      to the Appointment and supersedes any previous agreement between yourself
    and the Company with respect thereto.
	 
	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
	 
	Paul Joskow