Exhibit 4.16

 	  Exhibit 4.16


 







	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
    
	 	 
	 	D: +44 (0) 20
        7004 3010
	Mr James Ross	F: +44 (0) 20
        7004 3012
	Olive Hill	M: +44 (0) 7831
        496201
	Wyck Rissington

      Near Cheltenham

      Gloucestershire

    GL54 2PW	john.parker@ngtgroup.com
	 	 
	 	 
	 	 


	Dear	
	With reference to your letter
        of appointment dated 4th March 1999 as amended by the letter
        dated 24th October 2001, I am writing to confirm the terms
        of your appointment as a Non-Executive Director and Deputy Chairman of
        National Grid Transco plc (the "Company") with effect from
        1 April 2003. You will also be the senior independent Non-Executive Director
        on the Board. It is agreed that this is a contract for services and is
    not a contract of employment.


Appointment

Your appointment, which commenced on 1st March
    1999, currently ends at the Company's AGM in 2004, 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 re­election at forthcoming AGMs. In the unlikely event that shareholders do not support your appointment or other shareholder action terminates your appointment before the 2004 AGM, you will not be entitled to receive damages for breach of contract. As you know, it is Board policy that Non­Executive
    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 1 day per week on average 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

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


 







accepting additional commitments
    that might affect the time you are able to devote to your role as a Non-Executive
Director and Deputy Chairman of the Company.

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 and Deputy Chairman of the Company. You have also been requested to serve on the Nominations Committee and be chairman of the Risk and Responsibility Committee.

Fees

You
    will be paid an annual fee of £115,000 gross per annum which will be
    paid monthly in arrears which includes fees for your chairmanship of the
    Risk and Responsibility Committee. 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 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



17.6.03

James Ross