Exhibit 4.15

 Exhibit 4.15







 

	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	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Mr George
    Rose	 	 	 	 	 	D: +44
      (0) 20 7004 3010	 	 	 
	Cravenfold	 	 	 	 	 	F: +44
      (0) 20 7004 3012	 	 	 
	Moorside
    Lane	 	 	 	 	 	M: +44
      (0) 7831 496201	 	 	 
	Wiswell	 	 	 	 	 	john.parker@ngtgroup.com	 	 	 
	Clitheroe	 	 	 	 	 	 	 	 	 
	Lancashire	 	 	 	 	 	 	 	 	 
	BB7 9DB	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 

	Dear	


With reference to the letter of appointment from National Grid Group plc dated 11th 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. 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.

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


 







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	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 and Remuneration Committees and be
    chairman of the Audit 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 Audit
      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 subject to any deductions
    required to be made by the Company.


 







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	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.


 







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	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
	 

	George Rose