|
England and
Wales
(Jurisdiction of Incorporation |
98-0367158
(I.R.S. Employer Identification No.) |
|
Lawrence J.
Reilly
Senior Vice President and General Counsel National Grid USA 25 Research Drive Westborough, MA 01582 (508) 389-2000 |
John G.
Cochrane
Senior Vice President and Chief Financial Officer National Grid USA 25 Research Drive Westborough, MA 01582 (508) 389-2000 |
|
Helen
Mahy
Company Secretary National Grid Transco plc 1-3 Strand London, WC2N 5EH England |
Kirk L.
Ramsauer
Deputy General Counsel National Grid USA 25 Research Drive Westborough, MA 01582 |
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Title of
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Proposed
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Proposed
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|
|
securities
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Amount
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maximum
|
maximum
|
|
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being
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to be
|
offering
|
aggregate
|
Amount of
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registered(1)(2)
|
registered
|
price per share
(3)
|
offering
price
|
registration
fee
|
|
------------
|
---------
|
--------------
|
----------------
|
---------------
|
|
Ordinary
|
|
|
|
|
|
Shares of
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100,000,000
|
$6.08
|
$608,300,000.00
|
$49,211.47
|
|
10 pence
each
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|
|
|
|
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(1)
|
The 100,000,000 Ordinary Shares of National
Grid Transco plc each being registered hereby will be issuable upon exercises of
options granted to employees of National Grid Transco plc and its subsidiaries
in the United States pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the “Plans”). In addition to the 100,000,000
Ordinary Shares indicated above, pursuant to Rule 416 under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration
Statement also covers an indeterminate number of Ordinary Shares which may be
issuable pursuant to the Plans in respect of the shares covered hereby pursuant
to the operation of the anti-dilution and option readjustment provisions of the
Plans.
|
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(2)
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American Depositary Shares which may be issued
with respect to Ordinary Shares registered hereunder have been registered under
a separate Registration Statement on Form F-6.
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(3)
|
The maximum offering price per share used to
calculate the registration fee with respect to the Ordinary Shares issuable upon
the exercise of options that may be granted in the future under the Plans was
estimated pursuant to Rule 457 under the Securities Act using the average of the
high and low prices per share of National Grid Transco plc American Depositary
Shares (each of which represents five Ordinary Shares) on the New York Stock
Exchange on March 10, 2003.
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(a)
|
The Registrant's Annual Report on Form 20-F
filed on June 21, 2002 (the “Form 20-F”), pursuant to Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which includes audited financial statements for the year ended
March 31, 2002.
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(b)
|
The Registrant's report of a foreign private
issuer on Form 6-K furnished on October 21, 2002, which includes a summary
description of the merger between National Grid Group plc and Lattice Group
plc.
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(c)
|
The description of the Registrant's Ordinary
Shares as contained in its Registration Statement on Form 20-F filed on October
4, 1999, including any amendment filed for the purpose of updating
such description.
|
|
Subject to the Statutes [as defined in
National Grid Transco's Articles of Association], the Company may indemnify any
Director or other officer against any liability. Subject to those provisions,
but without prejudice to any indemnity to which the person concerned may
otherwise be entitled, every Director or other officer of the Company and the
Auditors shall be indemnified out of the assets of the Company against any
liability incurred by him as a Director, other officer of the Company or as
Auditor in defending any proceedings (whether civil or criminal) in which
judgment is given in his favour or he is acquitted or in connection with any
application under the Statutes in which relief is granted to him by the
court.
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|
(1) This section applies to any provision,
whether contained in a company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any person (whether an
officer or not) employed by the company as auditor from, or indemnifying him
against, any liability which by virtue of any rule of law would otherwise attach
to him in respect of any negligence, default, breach of duty or breach of trust
of which he may be guilty in relation to the company.
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(2) Except as provided by the following
subsection, any such provision is void.
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(3) This section does not prevent a company
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(a) from purchasing and maintaining for any
such officer or auditor insurance against any such liability;
or
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(b) from indemnifying any such officer or
auditor against any liability incurred by him
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(i) in defending any proceedings (whether
civil or criminal) in which judgment is given in his favour or he is acquitted,
or
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(ii) in connection with any application under
Section 144(3) or (4) (acquisition of shares by innocent nominee) or Section 727
(general power to grant relief in case of honest and reasonable conduct) in
which relief is granted to him by the court.
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(1) If in any proceedings for negligence,
default, breach of duty or breach of trust against an officer of a company or a
person employed by a company as auditor (whether he is or is not an officer of
the company) it appears to the court hearing the case that that officer or
person is or may be liable in respect of the negligence, default, breach of duty
or breach of trust, but that he has acted honestly and reasonably, and that
having regard to all the circumstances of the case (including those connected
with his appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either wholly or
partly, from his liability on such terms as it thinks fit.
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(2) If any such officer or person as
above-mentioned has reason to apprehend that any claim will or might be made
against him in respect of any negligence, default, breach of duty or breach of
trust, he may apply to the court for relief; and the court on the application
has the same power to relieve him as under this section it would have had if it
had been a court before which proceedings against that person for negligence,
default, breach of duty or breach of trust had been brought.
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(3) Where a case to which subsection (1)
applies is being tried by a judge with a jury, the judge, after hearing the
evidence, may, if he is satisfied that the defendant or defender ought in
pursuance of that subsection to be relieved either in whole or in part from the
liability sought to be enforced against him, withdraw the case in whole or in
part from the jury and forthwith direct judgment to be entered for the defendant
or defender on such terms as to costs or otherwise as the judge may think
proper.
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Exhibit 4A
|
Memorandum and Articles of Association of
National Grid Group plc, incorporated by reference to Exhibit 1 of the
Registrant's 2002 Form 20-F, filed on June 21, 2002, File No.
1-4315
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Exhibit 4B
|
National Grid Executive Share Option Plan
2002, incorporated by reference to Exhibit 4(c) of the Registrant’s 2002
Form 20-F filed on June 21, 2002, File No. 1-4315
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Exhibit 4C
|
National Grid Executive Share Option Plan
2000, incorporated by reference to Exhibit 4C of the Registrant’s Form S-8
Registrant Statement filed on July 26, 2001, File No.
333-65968
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Exhibit 4D
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National Grid Executive Share Option Scheme,
incorporated by reference to Exhibit 4D of the Registrant’s Form S-8
Registration Statement filed on July 26, 2001, File No.
333-65968
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Exhibit 5
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Opinion and Consent of Fiona B. Smith, General
Counsel of the Registrant
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Exhibit 23
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Consent of PricewaterhouseCoopers re 20-F
financial statements
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Exhibit 24
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Powers of Attorney of the
Directors
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(i)
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To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b)(§230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
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(iii)
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To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
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NATIONAL GRID TRANSCO
PLC
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By: /s/ Roger Urwin
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Roger Urwin, Group Chief
Executive
|
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Principal Executive
Officer:
/s/ Roger Urwin Roger Urwin, Group Chief Executive Date: March 12, 2003 Principal Financial Officer and Principal Accounting Officer: /s/ Stephen Lucas Stephen Lucas Group Finance Director Date: March 12, 2003 Authorized U.S. Representative of the Registrant: /s/ Lawrence J. Reilly Lawrence J. Reilly General Counsel, National Grid USA Date: March 7, 2003 |
Directors (a
majority):
Edward Astle* Group Director, Telecommunications John Grant* Non-executive Director Kenneth Harvey* Non-executive Director Steven Holliday* Group Director, UK and Europe Paul Joskow* Non-executive Director Stephen Lucas* Group Finance Director Sir John Parker* Non-executive Director and Chairman Stephen Pettit* Non-executive Director James Ross* Non-executive Director and
Deputy Chairman Richard Sergel* Group Director, North America Roger Urwin* Director and Group Chief Executive John Wybrew* Group Corporate Affairs Director |
|
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* Helen Mahy, the undersigned
attorney-in-fact, by signing her name hereto, does
execute this Registration Statement on behalf of the above-named Directors as of the 12th day of March, 2003, pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement. /s/ Helen Mahy Attorney-in-Fact |
|
Exhibit 4A
|
Memorandum and Articles of Association of
National Grid Group plc, incorporated by reference to Exhibit 1 of the
Registrant's 2002 Form 20-F, filed on June 21, 2002, File No.
1-4315
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Exhibit 4B
|
National Grid Executive Share Option Plan
2002, incorporated by reference to Exhibit 4(c) of the Registrant’s 2002
Form 20-F filed on June 21, 2002, File No. 1-4315
|
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Exhibit 4C
|
National Grid Executive Share Option Plan
2000, incorporated by reference to Exhibit 4C of the Registrant’s Form S-8
Registrant Statement filed on July 26, 2001, File No.
333-65968
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Exhibit 4D
|
National Grid Executive Share Option Scheme,
incorporated by reference to Exhibit 4D of the Registrant’s Form S-8
Registration Statement filed on July 26, 2001, File No.
333-65968
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Exhibit 5
|
Opinion and Consent of Fiona B. Smith, General
Counsel of the Registrant
|
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Exhibit 23
|
Consent of PricewaterhouseCoopers re 20-F
financial statements
|
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Exhibit 24
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Powers of Attorney of the
Directors
|
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1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
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2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
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3.
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I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
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4.
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This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
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5.
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I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
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SIGNED as a
deed
by EDWARD ASTLE in the presence of: |
)
) ) |
/s/ Edward Astle |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
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1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
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2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
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3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
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4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
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5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
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SIGNED as a
deed
by JOHN ALBERT MARTIN GRANT in the presence of: |
)
) ) |
/s/ John Albert Martin Grant |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
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1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
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2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
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3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
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SIGNED as a
deed
by KENNETH GEORGE HARVEY ) in the presence of: |
)
) ) |
/s/ Kenneth George Harvey |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
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4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by STEVEN HOLLIDAY in the presence of: |
)
) ) |
/s/ Steven Holliday |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by PAUL JOSKOW in the presence of: |
)
) ) |
/s/ Paul Joskow |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by STEPHEN CHARLES BURRARD LUCAS in the presence of: |
)
) ) |
/s/ Stephen Charles Burrard Lucas |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by SIR JOHN PARKER in the presence of: |
)
) ) |
/s/ Sir John Parker |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by STEPHEN RAYMOND PETTIT in the presence of: |
)
) ) |
/s/ Stephen Raymond Pettit |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by JAMES HOOD ROSS in the presence of: |
)
) ) |
/s/ James Hood Ross |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by RICHARD SERGEL in the presence of: |
)
) ) |
/s/ Richard Sergel |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by ROGER JOHN URWIN in the presence of: |
)
) ) |
/s/ Roger John Urwin |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |
|
1.
|
I hereby authorise my Attorney to do and
perform all matters and things to be done or performed by me and to agree the
form and content of and to approve, sign, execute and deliver on my behalf (as a
director of the Company) any application, agreement, deed or other document
whatsoever pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration and any amendments
thereto, as my Attorney may consider necessary or desirable and which shall have
been approved by resolution of the directors of the Company or a duly authorised
committee thereof, including without prejudice to the generality of the
foregoing a registration statement on Form S-8 for registration of Ordinary
Shares to be issued pursuant to the National Grid Executive Share Option Plan
2002, National Grid Executive Share Option Plan 2000 and National Grid Executive
Share Option Scheme (the "Plans") and the prospectus circulated to participants
in the Plans.
|
|
2.
|
I hereby undertake to ratify and confirm
everything which my Attorney shall do or purport to do by virtue of this power
of attorney and will fully indemnify my Attorney against all losses,
liabilities, costs, claims, actions, demands or expenses which he may incur or
which may be made against him as a result of or in connection with anything
lawfully done by virtue of this power of attorney.
|
|
3.
|
I hereby declare that this power of attorney
shall be irrevocable from and after the date hereof and shall at all times be
conclusively binding on me and my personal representatives in favour of third
parties who have not received notice of revocation but so that the exercise by
me in person from time to time of any of the powers hereby conferred shall not
of itself be deemed to be a revocation.
|
|
4.
|
This power of attorney shall be governed by
and construed in accordance with the laws of England and I submit to the
nonexclusive jurisdiction of the English Courts for all purposes connected with
it.
|
|
5.
|
I authorise a copy of this document to be
delivered to the SEC and to any other person who may require
it.
|
|
SIGNED as a
deed
by JOHN BRYAN WYBREW in the presence of: |
)
) ) |
/s/ John Bryan Wybrew |
|
Witness
Signature
Name Address Occupation |
/s/ Helen Mahy Helen Mahy 1-3 Strand London WC2N 5EH England Company Secretary |