As filed with the Securities and Exchange Commission on July 28, 2011
Registration No. 333-   
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
NATIONAL GRID PLC
(Exact Name of Registrant as Specified in its Charter)
     
England and Wales
(State or Other Jurisdiction of Incorporation or Organization) 		  98-0367158
(I.R.S. Employer Identification No.)
1-3 Strand
London WC2N 5EH
United Kingdom
(Address of Principal Executive Offices)
National Grid plc Long Term Performance Plan
(Full Title of the Plan)
Colin Owyang
SVP and General Counsel of National Grid USA
40 Sylvan Road
Waltham, Massachusetts 02451
(Name and Address of Authorized US Representative Agent for Service)
(781) 907-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Helen Mahy
Company Secretary and General Counsel
National Grid plc
1-3 Strand London WC2N 5EH England
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  þ Accelerated filer  o   Non-accelerated filer  o
(Do not check if a smaller reporting company) 		Smaller reporting company  o
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed Maximum     Proposed Maximum        
  Title of Securities to be     Amount to be     Offering Price     Aggregate     Amount of  
  Registered (1)     Registered (2)     Per Share (3)     Offering Price     Registration Fee (4)  
  Ordinary shares of 11 17/43 pence each     10,000,000     $10.03     $100,300,000     $11,644.83  
 
(1)   The ordinary shares of the Registrant may be represented by the Registrant’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, each representing five ordinary shares without nominal value. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on 18 January 2002, as amended by Post-Effective Amendment No. 1, filed on 1 August 2005 (Registration No. 333-81390) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of ordinary shares.
 
(2)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional ordinary shares of the Registrant that may become issuable under the National Grid plc Long Term Performance Plan as a result of any stock split, stock dividend or similar transaction.
 
(3)   The maximum offering price per share used to calculate the registration fee with respect to the ordinary shares that may be granted in the future under the National Grid plc Long Term Performance Plan was estimated pursuant to Rule 457 under the Securities Act using the average of the high and low prices per share of National Grid plc ADSs (each of which represents five ordinary shares) on the New York Stock Exchange on July 26, 2011.
 
(4)   Estimated solely for the purpose of determining the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered and issued pursuant to the Plan.
 
 

 

 

PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
     All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to employees of the Registrant and employees of subsidiaries of the Registrant participating in the plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
     The reports listed below have been filed with or furnished to the Commission by National Grid plc (“National Grid” or the “Registrant”) and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:
  (a)   the Registrant’s Annual Report on Form 20-F for the fiscal year ended 31 March 2011, filed with the Commission on 13 June 2011 (File No. 001-14958), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
 
  (b)   the Registrant’s Current Report on Form 6-K furnished to the Commission on 19 May 2011; and
 
  (c)   the description of the Registrant’s American Depositary Shares and Ordinary Shares as contained in its Registration Statement on Form F-4 (Registration No. 333-47324) filed on 4 October 2000, including any amendment subsequently filed for the purpose of updating such description.
     All documents subsequently filed by National Grid pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. To the extent designated on the cover page as incorporated by reference herein, certain reports on Form 6-K furnished to the Commission shall be deemed to be incorporated by reference in this Registration Statement from the date that such reports are furnished to the commission.
     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is deemed

 

 

to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
     Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnity and insurance
Article 127 of the Articles of Association of Registrant provides as follows:
127 Indemnity and insurance
127.1 To the fullest extent permitted by law, we will indemnify all our Directors and officers out of our own funds against the following:
  (a)   Any liability incurred by or attaching to them in connection with any negligence, default, breach of duty or breach of trust by them in relation to NG other than:
  (i)   any liability to us or any associated company; and
 
  (ii)   any liability of the kind referred to in s234(3) of the Companies Act.
  (b)   Any other liability incurred by or attaching to them:
  (i)   in actually or seemingly carrying out their duties;
 
  (ii)   in using or seemingly using their powers; and
 
  (iii)   in any other activity connected to their duties, powers or office.
Where a Director or officer is indemnified against any liability in line with this Article 127, the indemnity will cover all costs, charges, losses, expenses and liabilities incurred by them.
127.2 As well as the cover provided under Article 127.1 above, the Directors will have power to purchase and maintain insurance for or for the benefit of:
  (a)   any person who is or was at any time a Director or officer of any relevant company; or
 
  (b)   any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of any relevant company are interested.
This includes insurance against any liability incurred by or attaching to them through any act or omission:
  (i)   in actually or seemingly carrying out their duties;

 

 

  (ii)   in using or seemingly using their powers; and
 
  (iii)   in any other activity connected to their duties, powers or offices;
  in relation to:
 
  a)   any relevant company;
 
  b)   any pension fund; or
 
  c)   any employees’ share scheme;
    and all costs, charges, losses, expenses and liabilities incurred by them in relation to any act or omission
127.3 Subject to the law, we will:
  (a)   provide a Director or officer with funds to meet expenditure they have incurred or may incur in defending any criminal or civil proceedings or in connection with any application under the provisions mentioned in Section 205(5) of the Companies Act;
 
  (b)   provide a Director or officer with funds to meet expenditure they have incurred or may incur in defending an investigation by a regulatory authority or against action proposed by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to us; and
 
  (c)   do anything to enable a Director or officer to avoid incurring such expenditure, but any funds we provide or other things we do will be in line with Section 205(5) of the Companies Act.
UK Companies Act 2006
With effect from 1 October 2007, the following provisions of the Companies Act 2006 provide as follows:
      232 Provisions protecting directors from liability
  (1)   Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
 
  (2)   Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void except as permitted by —
  (a)   section 233 (provision of insurance),
 
  (b)   section 234 (qualifying third party indemnity provision), or
 
  (c)   section 235 (qualifying pension scheme indemnity provision).

 

 

  (3)   This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.
 
  (4)   Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.
      233 Provision of insurance
Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.
      234 Qualifying third party indemnity provision
  (1)   Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.
 
  (2)   Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.
Such provision is qualifying third party indemnity provision if the following requirements are met.
  (3)   The provision must not provide any indemnity against —
  (a)   any liability of the director to pay —
  (i)   a fine imposed in criminal proceedings, or
 
  (ii)   a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
  (b)   any liability incurred by the director —
  (i)   in defending criminal proceedings in which he is convicted, or
 
  (ii)   in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
 
  (iii)   in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.
  (4)   The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
 
  (5)   For this purpose —
  (a)   a conviction, judgment or refusal of relief becomes final —
  (i)   if not appealed against, at the end of the period for bringing an appeal, or

 

 

  (ii)   if appealed against, at the time when the appeal (or any further appeal) is disposed of, and
  (b)   an appeal is disposed of —
  (i)   if it is determined and the period of bringing any further appeal has ended, or
 
  (ii)   if it is abandoned or otherwise ceases to have effect.
  (6)   The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).
      235 Qualifying pension scheme indemnity provision
  (1)   Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.
 
  (2)   Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme. Such provision is qualifying pension scheme indemnity provision if the following requirements are met.
 
  (3)   The provision must not provide any indemnity against —
  (a)   any liability of the director to pay —
  (i)   a fine imposed in criminal proceedings, or
 
  (ii)   a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
  (b)   any liability incurred by the director in defending criminal proceedings in which he is convicted.
  (4)   The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
 
  (5)   For this purpose —
  (a)   a conviction becomes final —
  (i)   if not appealed against, at the end of the period for bringing an appeal, or
 
  (ii)   if appealed against, at the time when the appeal (or any further appeal is disposed of, and
  (b)   an appeal is disposed of —

 

 

  (i)   if it is determined and the period for bringing any further appeal has ended, or
 
  (ii)   if it is abandoned or otherwise ceases to have effect.
  (6)   In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.
      239 Ratification of acts of directors
  (1)   This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.
 
  (2)   The decision of the company to ratify such conduct must be made by resolution of the members of the company.
 
  (3)   Where the resolution is proposed as a written resolution neither the director (if a member of the company) not any member connected with him is an eligible member.
 
  (4)   Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.
 
      This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.
 
  (5)   For the purposes of this section —
  (a)   “conduct” includes acts and omissions;
 
  (b)   “director” includes a former director;
 
  (c)   a shadow director is treated as a director; and
 
  (d)   in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).
  (6)   Nothing in this section affects —
  (a)   the validity of a decision taken by unanimous consent of the members of the company, or
 
  (b)   any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.
  (7)   This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

 

 

      256 Associated bodies corporate
     For the purposes of this Part —
  (a)   bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
 
  (b)   companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
      1157 Powers of Court to Grant Relief in Certain Cases
  (1)   If in proceedings for negligence, default, breach of duty or breach of trust against —
  (a)   an officer of a company, or
 
  (b)   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 the officer or person is or may be liable, but that he 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, the court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.
 
  (2)   If any such officer or person 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 —
  (a)   he may apply to the court for relief, and
 
  (b)   the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.
  (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 (in Scotland, the 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 from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.
      Insurance
Under section 232 of the Companies Act 2006, the Registrant may not provide an indemnity, or include provisions in its articles of association or in separate contracts for the purpose of exempting directors from liability for their negligence, default, breach of duty or breach of trust. The Registrant may, however, insure its directors (as well as its officers) against any such liability to the Registrant and, in the circumstances set out in section 234, to third parties. Therefore, the Registrant procures, and intends to continue procuring, directors’ and officers’ liability insurance coverage for the benefit of such directors and officers, which, subject to policy terms and conditions, provides coverage to such directors and officers in circumstances in which the

 

 

Registrant and its subsidiaries are not permitted or are otherwise unable to provide indemnity. While defense costs may be met, neither the Registrant’s indemnity nor the insurance provides coverage in the event that a director or officer is the subject of criminal or regulatory fines or penalties or is proved to have acted fraudulently or dishonestly. The Registrant also procures, and intends to continue procuring, directors’ and officers’ liability insurance coverage for its benefit where it has indemnified directors and officers under the indemnity agreements referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION FUNDS.
     Not applicable.
ITEM 8. EXHIBITS.
     
4.1
  Memorandum and Articles of Association of National Grid plc, incorporated by reference to Exhibit 1.1 of the Registrant’s 2010 Form 20-F, filed on May 25, 2010, File No. 001-14958
4.2
  National Grid plc Long Term Performance Plan
5.1
  No opinion of counsel required as the securities being registered are not original issuance securities.
23.1
  Consent of PricewaterhouseCoopers LLP re 20-F financial statements
24.1
  Powers of Attorney
ITEM 9. UNDERTAKINGS.
     (a) The undersigned Registrant and, where applicable, Plan, hereby undertakes:
          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
  (i)   To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
  (ii)   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) 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;
 
  (iii)   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;
provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

 

          (2) That, for the purpose of determining any liability under the Securities Act, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions discussed in item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on this 28th day of July, 2011.
         
  NATIONAL GRID PLC
  		 
  By:   /s/ Steve Holliday   
    Name:   Steve Holliday   
    Title:   Chief Executive   
 
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated above.
     
Name   Title
 
   
/s/ Steve Holliday
  Chief Executive, Executive Director
Steve Holliday
  (Principal Executive Officer)
 
   
/s/ Andrew Bonfield
  Finance Director, Executive Director
Andrew Bonfield
  (Principal Financial Officer)
 
   
/s/ Andrew Bonfield
  Accounting Director, Executive Director
Andrew Bonfield
  (Principal Accounting Officer)
 
   
 
  Executive Director
Nick Winser*
   
 
   
 
  Executive Director
Thomas B. King*
   
 
   
 
  Chairman
Sir John Parker*
   
 
   
 
  Non-Executive Director
Linda Adamany*
   
 
   
 
  Non-Executive Director
Philip Aiken*
   
 
   
 
  Non-Executive Director and Senior Independent Director
Kenneth Harvey*
   

 

 

     
Name   Title
 
   
 
  Non-Executive Director
Maria Richter*
   
 
   
 
  Non-Executive Director
Stephen Pettit*
   
 
   
 
  Non-Executive Director
George Rose*
   
 
   
/s/ Colin Owyang
  Authorized United States Representative
Colin Owyang
   
         
   
* By:   /s/ Helen Mahy    
  Helen Mahy   
  Attorney-in-fact   

 

 

         
EXHIBIT INDEX
     
EXHIBIT    
NUMBER   DESCRIPTION
4.1
  Memorandum and Articles of Association of National Grid plc, incorporated by reference to Exhibit 1.1 of the Registrant’s 2010 Form 20-F, filed on May 25, 2010, File No. 001-14958
4.2
  National Grid plc Long Term Performance Plan
5.1
  No opinion of counsel required as the securities being registered are not original issuance securities.
23.1
  Consent of PricewaterhouseCoopers LLP re 20-F financial statements
24.1
  Powers of Attorney

 

EXHIBIT 4.2
(NATIONAL GRID LOGO)
NATIONAL GRID PLC
RULES OF THE NATIONAL GRID PLC
LONG TERM PERFORMANCE PLAN
     
Shareholders’ Approval:
  25 July 2011
 
   
Directors’ Adoption:
  25 July 2011
 
   
Expiry Date:
  25 July 2021
(LINKLATERS LOGO)
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222
Ref 01/140/S Diosi/C Hegarty

 

 

Table of Contents
         
Contents   Page
1 DEFINITIONS
    1  
2 OPERATING THE PLAN
    2  
3 GRANTING AWARDS
    3  
4 BEFORE VESTING
    6  
5 CLAWBACK
    6  
6 TIMING OF VESTING
    7  
7 VESTING
    8  
8 VESTING IN OTHER CIRCUMSTANCES — PERSONAL EVENTS
    9  
9 VESTING IN OTHER CIRCUMSTANCES — CORPORATE EVENTS
    11  
10 CHANGING THE PLAN AND TERMINATION
    13  
11 GENERAL
    14  
SCHEDULE 1
    18  

i

 

Rules of the National Grid plc Long Term Performance Plan
1   Definitions
 
    In these rules:
 
    “ Acquiring Company ” means a person who has or obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company;
 
    “ ADS ” means an American depositary share representing ordinary Shares of the Company;
 
    “ Award ” means a Conditional Award, an Option or any other type of award in respect of Shares which the Directors consider is economically equivalent, including, for example, a restricted award;
 
    “ Award Date ” means the date on which an Award is granted by deed under rule 3.2 ( Terms of Awards );
 
    “Change of control” means
  (i)   when a general offer to acquire Shares made by a person (or a group of persons acting in concert) becomes wholly unconditional; or
 
  (ii)   when, under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or
 
  (iii)   a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company in any other way.
    “ Company ” means National Grid plc;
 
    “ Conditional Award ” means a conditional right to acquire Shares granted under the Plan;
 
    “ Dealing Restrictions ” means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1, as varied from time to time;
 
    “ Directors ” means, subject to rule 9.4 ( Directors ), the board of directors of the Company or a duly authorised person or group of persons;
 
    “ Employee ” means any employee (including executive directors) of a Member of the Group;
 
    “ Expiry Date ” means 25 July 2021, the tenth anniversary of shareholder approval of the Plan;
 
    “ Grantor ” means, in respect of an Award, the entity which grants that Award under the Plan;
 
    “ Listing Rules ” means the rules relating to admission to the Official List;
 
    “ London Stock Exchange ” means London Stock Exchange plc;
 
    “ Member of the Group ” means:

1

 

  (i)   the Company;
 
  (ii)   its Subsidiaries from time to time; or
 
  (iii)   any other company which is associated with the Company and is so designated by the Directors;
    “ Official List ” means the Official List of the Financial Services Authority (or its successor(s));
 
    “ Option ” means a right to acquire Shares granted under the Plan;
 
    “ Option Period ” means a period starting on the grant of an Option and ending at the end of the day before the tenth anniversary of the grant, or such shorter period as may be specified under rules 3.2.10 ( Terms of Awards) or 7.2 ( Options ) on the grant of an Option;
 
    “ Option Price ” means zero, or the amount payable on the exercise of an Option, as specified under rule 3.2.9 ( Terms of Awards) ;
 
    “ Participant ” means a person holding an Award or his personal representatives who have produced such evidence of entitlement as the Directors deem necessary;
 
    “ Performance Condition ” means any performance condition imposed under rule 3.3 (Performance Conditions) ;
 
    “ Performance Period ” means the period in respect of which a Performance Condition is to be satisfied;
 
    “ Plan ” means these rules known as “The National Grid plc Long Term Performance Plan”, as changed from time to time;
 
    “ Shares ” means fully paid ordinary shares in the capital of the Company, or where the context requires, ADSs;
 
    “ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006;
 
    “ Vesting ” in relation to an Option, means an Option becoming exercisable and in relation to a Conditional Award, means a Participant becoming entitled to have the Shares transferred to him subject to the Plan. “Vest” and “Vested” will be construed accordingly.
2   Operating the Plan
 
2.1   Grantor

The Grantor of an Award must be:
  2.1.1   the Company;
 
  2.1.2   any other Member of the Group; or
 
  2.1.3   a trustee of any trust set up for the benefit of Employees.

2

 

    An Award granted under the Plan, and the terms of that Award, must be approved in advance by the Directors.
2.2   Eligibility
 
    The Grantor may grant an Award to anyone who is an Employee on the Award Date in accordance with any selection criteria that the Directors in their discretion may set. However, unless the Directors consider that special circumstances exist, an Award may not be granted to an Employee who on the Award Date has given or received notice of termination of employment, whether or not such termination is lawful.
 
2.3   No payment

A Participant is not required to pay for the grant of any Award.
 
2.4   Award over ADSs
 
    The Directors may determine that an Award will be made in respect of ADSs and references in these rules to Shares and Awards shall be construed accordingly.
 
3   Granting Awards
 
3.1   Timing of Awards
 
    Awards may not be granted at any time after the Expiry Date. Awards may only be granted within 42 days starting on any of the following:
  3.1.1   the date of shareholder approval;
 
  3.1.2   the day after the announcement of the Company’s results for any period;
 
  3.1.3   any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Awards;
 
  3.1.4   in respect of an Award which is to be granted to a new hire, the day on which the new hire’s employment commences;
 
  3.1.5   any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or
 
  3.1.6   the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.
3.2   Terms of Awards
 
    Awards are subject to the rules of the Plan and any Performance Condition and must be granted by deed. The terms of the Award must be determined by the Grantor and approved by the Directors. The terms must be set out in the deed, including:

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  3.2.1   whether the Award is:
  (i)   a Conditional Award;
 
  (ii)   an Option;
 
  or a combination of these;
  3.2.2   the number of Shares subject to the Award or the basis on which the number of Shares subject to the Award will be calculated;
 
  3.2.3   whether the Award is granted on the basis that it will be satisfied in cash as described in rule 7.4 ( Cash and Share alternative );
 
  3.2.4   any Performance Condition;
 
  3.2.5   any other condition specified under rule 3.4 ( Other conditions );
 
  3.2.6   the date or dates of Vesting, unless specified in a Performance Condition;
 
  3.2.7   whether the Participant is entitled to receive any dividend equivalent in accordance with rule 7.3;
 
  3.2.8   the Award Date;
 
  3.2.9   the Option Price (if relevant); and
 
  3.2.10   the Option Period (if relevant).
3.3   Performance Conditions
 
    When granting an Award, the Grantor may make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company. A Performance Condition must be objective and specified at the Award Date. The Grantor, with the consent of the Directors, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate to do so.
 
3.4   Other conditions
 
    The Grantor may impose other conditions when granting an Award. Any condition must be objective, specified at the Award Date and may provide that an Award will lapse if it is not satisfied. The Grantor, with the consent of the Directors, may waive or change a condition imposed under this rule 3.4 ( Other conditions ).
 
3.5   Award certificates
 
    Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award Date. The certificate may be the deed referred to in rule 3.2 ( Terms of Awards ) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides.

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3.6   Administrative errors
 
    If the Grantor grants an Award which is inconsistent with rule 2.2, ( Eligibility ) it will lapse immediately. If the Grantor tries to grant an Award which is inconsistent with rules 3.7 ( Individual limit for Awards ) or 3.8 ( Plan limit — five per cent. ), the Award will be limited and will take effect from the Award Date on a basis consistent with those rules.
 
3.7   Individual limit for Awards
 
    An Award must not be granted to an executive director of the Company if it would, at the proposed Award Date, cause the market value of Shares subject to Awards that he has been granted in respect of that financial year to exceed 250% of his annual basic salary from Members of the Group. For these purposes, market value may be determined by reference to the price averaged over a period as specified by the Directors.
 
    “Basic salary” means gross salary before adjustment to take account of any flexible benefits.
 
    Salary payable in a currency other than:
  (i)   Pounds Sterling, where Awards are in respect of Shares; or
 
  (ii)   US dollars, where Awards are in respect of ADSs
    will be converted into Pounds Sterling or US dollars (as appropriate) at the average of the spot buying and selling rates with the relevant currency in comparable amounts by any clearing bank chosen by the Directors on a date chosen by the Directors.
 
3.8   Plan limit — five per cent.
 
    A Grantor must not grant an Award if the number of Shares committed to be issued under that Award exceeds five per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted in the previous ten years.
 
3.9   Scope of Plan limit
 
    Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limit in rule 3.8 ( Plan limit — five per cent. ).
 
    As long as so required by the Association of British Insurers, shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as shares issued by the Company.
 
3.10   Listing Rules
 
    No Shares will be issued under the Plan if it would cause Listing Rule 6.1.19 (shares in public hands) to be breached.

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4   Before Vesting
 
4.1   Rights
 
    A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant.
 
4.2   Transfer
 
    A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 4.2 does not apply to the transmission of an Award on the death of a Participant to his personal representatives.
 
4.3   Variation of share capital etc,
 
    If there is:
  4.3.1   a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
 
  4.3.2   a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;
 
  4.3.3   a special dividend or distribution, or
 
  4.3.4   any other corporate event which might affect the current or future value of any Award,
    the Directors may adjust the number or class of Shares or securities subject to the Award and, in the case of an Option, the Option Price (including retrospective adjustments).
 
5   Clawback
 
    Where the Directors in their absolute discretion determine that exceptional circumstances exist that justify doing so;
  5.1.1   in respect of all or any part of an Award that has not Vested, the Directors may determine the Award or such part of it will be forfeited and will lapse; and
 
  5.1.2   in respect of all or any part of an Award that has Vested, the Directors may reclaim such an amount as the Directors consider appropriate through any means deemed appropriate to those specific circumstances.
    In addition, the Directors may, acting reasonably and in good faith, delay the Vesting of an Award if, at the date(s) of Vesting there is an ongoing investigation or other procedure being carried on to determine whether exceptional circumstances exist and the Directors decide that further investigation is warranted.

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    For the purposes of this rule 5, exceptional circumstances include (but are not limited to) circumstances where:
  (i)   a material misstatement of the Company’s financial results has occurred which has resulted in an overpayment to a Participant under the Plan, irrespective of whether the relevant Participant was at fault; or
 
  (ii)   the Directors have found that the Participant has engaged in misconduct (as determined by the Directors) in the period between the Award Date and Vesting.
6   Timing of Vesting
 
6.1   Satisfying conditions
  6.1.1   Subject to rule 6.1.3, where an Award is subject to a Performance Condition or other condition imposed under rule 3.4 ( Other conditions ) as soon as reasonably practicable after the end of the Performance Period, (or, in the case of a condition imposed under rule 3.4 ( Other conditions ), such period as is relevant), the Directors will determine whether, and to what extent any Performance Condition or other condition imposed under rule 3.4 ( Other conditions ) has been satisfied or waived and how many Shares Vest for each Award.
 
  6.1.2   No re-testing of a Performance Condition is permitted once the extent to which an Award may Vest has been determined in accordance with rule 6.1.1.
 
  6.1.3   If the Directors consider, in their absolute discretion, the underlying financial performance of the Company does not justify the Vesting of Awards (even if some or all of the Performance Conditions have been satisfied in whole or in part) they may determine that some or all of the Award does not Vest and instead lapses.
6.2   Timing of Vesting — Award subject to Performance Condition
 
    Where an Award is subject to a Performance Condition, subject to rules 3.4 ( Other conditions ), 8 ( Vesting in other circumstances — personal events ) and 9 ( Vesting in other circumstances — corporate events ), an Award Vests, to the extent determined under rule 6.1 ( Satisfying conditions ), on the date on which the Directors make their determination under rule 6.1 ( Satisfying conditions ) or, if on that date a Dealing Restriction applies to that Award , the first date on which it ceases to apply.
 
6.3   Timing of Vesting — Award not subject to Performance Condition
 
    Where an Award is not subject to a Performance Condition, subject to rules 3.4 ( Other conditions ), 8 ( Vesting in other circumstances — personal events ) and 9 ( Vesting in other circumstances — corporate events ), an Award Vests on the date of Vesting set by the Directors on the grant of the Award or, if on that date a Dealing Restriction applies to that Award, the first date on which it ceases to apply.

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6.4   Lapse
 
    To the extent that any Performance Condition is not satisfied at the end of the Performance Period, the Award lapses, unless otherwise specified in the Performance Condition. To the extent that any other condition is not satisfied, the Award will lapse if so specified in the terms of that condition. If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.
 
7   Vesting
 
7.1   Conditional Award
 
    As soon as practicable after a Conditional Award Vests (and in any event within 65 days of the relevant Vesting), the Grantor will arrange (subject to rules 7.5 ( Withholding ), 8.5 ( Death ) and 11.8 ( Consents )) for the transfer including a transfer out of treasury or issue, to, or to the order of, the Participant, of the number of Shares in respect of which the Award has Vested.
 
7.2   Options
  7.2.1   A Participant may exercise his Option at any time during the Option Period following Vesting by giving notice in the prescribed form to the Grantor or any person nominated by the Grantor and paying the Option Price (if any). The Option will lapse at the end of that period or, if earlier, on the earliest of:
  (i)   the date the Participant ceases to be an Employee by reason of dismissal for gross misconduct; or
 
  (ii)   six months after an event which gives rise to Vesting under rules 8.2 (“Good leavers” ), 8.6 ( Overseas transfer ) or 9 (Vesting in other circumstances — corporate events ) or, if earlier, the date six weeks after the date on which a notice to acquire Shares under section 979 of the Companies Act 2006 is first served; or
 
  (iii)   if the Participant dies, the earlier of two years from his death or three months after the Participant’s personal representatives produce such evidence of entitlement as the Directors deem as necessary.
  7.2.2   Within 30 days of the date on which the Option is exercised, the Grantor will arrange (subject to rules 7.5 ( Withholding ), 8.5 ( Death ) and 11.8 ( Consents )), for the transfer, including a transfer out of treasury, or issue to, or to the order of the Participant of the number of Shares in respect of which the Option has been exercised.
 
  7.2.3   If an Option Vests under more than one provision of the rules of the Plan, the provision resulting in the shortest exercise period will prevail.
7.3   Dividend equivalent
 
    An Award may include the right to receive an amount equal to the ordinary dividends payable on the number of Vested Shares between the Award Date and Vesting. Such amount may be paid in

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    cash or Shares (as determined from time to time by the Grantor with the consent of the Directors). Dividend equivalents will be paid to any relevant Participant as soon as practicable after Vesting or exercise.
 
7.4   Cash and Share alternative
 
    The Grantor may at any time prior to Vesting, subject to the approval of the Directors, decide to satisfy an Award by paying an equivalent amount in cash (subject to rule 7.5 ( Withholding )). For Options, the cash amount must be equal to the amount by which the market value of the Shares in respect of which the Option is exercised exceeds the Option Price.
 
    In respect of Awards which consist of a right to receive a cash amount, the Directors may decide instead to satisfy such Awards (and any dividend equivalent) by the delivery of Shares (subject to rule 7.5 ( Withholding )). The number of Shares will be calculated by reference to the market value of a Share on the date of Vesting for Conditional Awards and the date of exercise for Options.
 
7.5   Withholding
 
    The Company, the Grantor, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale or reduction in number of any Shares or the Participant discharging the liability himself.
8 Vesting in other circumstances — personal events
8.1   General rule on leaving employment
  8.1.1   Unless rule 8.2 (“Good leavers” ) applies, an Award which has not Vested will lapse on the date the Participant ceases to be an Employee.
 
  8.1.2   The Directors may decide that an Award which has not Vested will lapse on the date on which the Participant gives or receives notice of termination of his employment with any Member of the Group, (whether or not such termination is lawful) unless the reason for giving or receiving notice is one listed in rule 8.2.1 below.
8.2   “Good leavers”
  8.2.1   If a Participant ceases to be an Employee for any of the reasons set out below, then his Awards will Vest as described in rules 8.3 ( Vesting — Award subject to Performance Condition ) and 8.4 ( Vesting — Award not subject to Performance Condition ) and lapse as to the balance. The reasons are:
  (i)   ill-health, injury or disability, as established to the satisfaction of the Directors;
 
  (ii)   retirement with the agreement of the Company or the Participant’s employer;
 
  (iii)   the Participant’s employing company ceasing to be a Member of the Group;

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  (iv)   a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither a Member of the Group;
 
  (v)   redundancy; and
 
  (vi)   any other reason, if the Directors so decide in any particular case.
  8.2.2   The Directors may only exercise the discretion provided for in rule 8.2.1(vi) no later than 30 days after cessation of the relevant Participant’s employment.
8.3   Vesting — Award subject to Performance Condition
 
    Where rule 8.2 ( “Good leavers” ) applies, the Award does not lapse, and, unless the Directors decide otherwise:
  (i)   the extent to which it will Vest is measured in accordance with rule 6.1 ( Satisfying conditions ) by treating the Performance Period in respect of an Award as ending on the date of the termination of employment;
 
  (ii)   the Award Vests immediately, to the extent that the Performance Condition has been or is likely to be satisfied (as determined by the Directors in the manner specified in the Performance Condition or in such manner as they consider reasonable); and
 
  (iii)   the Award is reduced pro rata by reference to each completed month starting on the Award Date, so that it reflects only the proportion of the period between the Award Date and the date or dates of Vesting (as specified in the deed referred to in rule 3.2 ( Terms of Awards )) which has elapsed before the termination of employment.
8.4   Vesting — Award not subject to Performance Condition
 
    Where rule 8.2 ( “Good leavers” ) applies, and the Award is not subject to a Performance Condition, unless the Directors decide otherwise,:
  (i)   the Award does not lapse but will Vest immediately; and
 
  (ii)   the Award is reduced pro rata by reference to each completed month starting on the Award Date, to reflect the acceleration of Vesting.
8.5   Death
 
    If a Participant dies, his Awards will Vest on the date of death but only to the extent that any Performance Condition has been or is likely to be satisfied as at the date of death. The Award will also be reduced pro rata to reflect the acceleration of Vesting. It will then lapse as to the balance.
 
    The Directors will determine, in the manner specified in the Performance Condition (or, if not so specified, in such manner as the Directors consider reasonable) the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest.

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    The Grantor will only arrange for Shares to be issued or transferred to the personal representatives of a deceased Participant if they have produced such evidence of entitlement as the Directors deem necessary.
 
8.6   Overseas transfer
 
    If a Participant remains an Employee but is transferred to work in another country or changes tax residence status and, as a result he would:
  8.6.1   suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the Directors); or
 
  8.6.2   become subject to restrictions on his ability to exercise his Options or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on Vesting of his Awards because of the security laws or exchange control laws of the country to which he is transferred,
    then the Directors may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will lapse as to the balance.
 
8.7   Meaning of “ceasing to be an Employee”
 
    For the purposes of rules 8 ( Vesting in other circumstances — personal events ) and 7.2 ( Options ), a Participant will not be treated as ceasing to be an Employee until he is no longer an Employee of any Member of the Group or if he recommences employment with a Member of the Group within seven days.
9 Vesting in other circumstances — corporate events
9.1   Time of Vesting
  9.1.1   In the event of a Change of control an Award Vests subject to rules 9.1.2 and 9.3 ( Exchange ). The Award lapses as to the balance except to the extent exchanged under rule 9.3 ( Exchange ).
 
  9.1.2   If the Company is or may be affected by any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of any Award, the Directors may allow an Award to Vest. The Award will Vest to the extent specified in rule 9.2 ( Extent of Vesting ) and will lapse as to the balance unless exchanged under rule 9.3 ( Exchange ). The Directors may impose other conditions on Vesting.
9.2   Extent of Vesting
 
    Where an Award Vests under rule 9.1 ( Time of Vesting ):
  9.2.1   if the Award is subject to a Performance Condition, the Directors will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award

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      which will Vest. In addition, unless the Directors decide otherwise, the Award is reduced pro rata by reference to each completed month starting on the Award Date, so that it reflects only the proportion of the period between the Award Date and the date or dates of Vesting (as specified in the deed referred to in rule 3.2 ( Terms of Awards )) which has elapsed before the relevant event; and
  9.2.2   if the Award is not subject to any Performance Condition, unless the Directors decide otherwise, the Award is reduced pro rata by reference to each completed month starting on the Award Date, so that it reflects only the proportion of the period between the Award Date and the date or dates of Vesting (as specified in the deed referred to in rule 3.2 ( Terms of Awards )) which has elapsed before the relevant event..
9.3   Exchange
 
    An Award will not Vest under rule 9.1 ( Time of Vesting ) but will be exchanged on the terms set out in rule 9.6 ( Exchange terms ) to the extent that the Directors, with the consent of the Acquiring Company, decide before Change of control that the Award will be automatically exchanged.
 
9.4   Directors
 
    In this rule 9 ( Vesting in other circumstances — corporate events ), “ Directors ” means those people who were members of the remuneration committee of the Company immediately before the Change of control.
 
9.5   Timing of exchange
 
    Where an Award is to be exchanged under rule 9.3 ( Exchange ) the exchange is effective immediately following the relevant event.
 
9.6   Exchange terms
 
    Where a Participant is granted a new award in exchange for an existing Award, the new award:
  9.6.1   must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;
 
  9.6.2   must be equivalent to the existing Award, subject to rule 9.6.4;
 
  9.6.3   is treated as having been acquired at the same time as the existing Award and, subject to rule 9.6.4, Vests in the same manner and at the same time;
 
  9.6.4   must:
  (i)   be subject to a Performance Condition which is, so far as possible, equivalent to any Performance Condition applying to the existing Award; or
 
  (ii)   not be subject to any Performance Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 9.2 ( Extent of Vesting ) and Vest at the

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      end of the original Performance Period (if applicable) or on the date of Vesting set by the Directors on the grant of the Award; and/or
  (iii)   be subject to such other terms as the Directors consider appropriate in all the circumstances;
  9.6.5   is governed by the Plan, excluding rule 10.2 ( Shareholder approval ), as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 9.6.1 above.
10 Changing the Plan and termination
10.1   Directors’ powers
 
    Except as described in the rest of this rule 10, the Directors may at any time change the Plan in any way.
 
10.2   Shareholder approval
  10.2.1   Except as described in rule 10.2.2, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:
  (i)   the Participants;
 
  (ii)   the limits on the number of Shares which may be issued under the Plan;
 
  (iii)   the individual limit for each Participant under the Plan;
 
  (iv)   the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or
 
  (v)   the terms of this rule 10.2.1.
  10.2.2   The Directors can change the Plan and need not obtain the approval of the Company in general meeting for any minor changes:
  (i)   to benefit the administration of the Plan;
 
  (ii)   to comply with or take account of the provisions of any proposed or existing legislation;
 
  (iii)   to take account of any changes to legislation; or
 
  (iv)   to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

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  10.2.3   The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rules 3.7 ( Individual limit for Awards ) and 3.8 ( Plan limit — five per cent. ).
10.3   Notice
 
    The Directors are not required to give Participants notice of any changes.
 
10.4   Termination
 
    The Plan will terminate on the Expiry Date, but the Directors may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Awards.
11 General
11.1   Terms of employment
  11.1.1   This rule 11.1 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.
 
  11.1.2   Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.
 
  11.1.3   No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.
 
  11.1.4   The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.
 
  11.1.5   The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.
 
  11.1.6   No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:
  (i)   any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

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  (ii)   any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;
 
  (iii)   the operation, suspension, termination or amendment of the Plan.
11.2   Directors’ decisions final and binding
 
    The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.
 
11.3   Third party rights
 
    Nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
 
11.4   Documents sent to shareholders
 
    The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.
 
11.5   Costs
 
    The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.
 
11.6   Employee trust
 
    The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006 or any applicable law.
 
11.7   Data protection
 
    By participating in the Plan the Participant consents to the holding and processing of personal information provided by the Participant to any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:
  11.7.1   administering and maintaining Participant records;
 
  11.7.2   providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
 
  11.7.3   providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;

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  11.7.4   transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country.
      The Participant is entitled, on payment of a fee, to a copy of the personal information held about him or her, and if anything is inaccurate the Participant has the right to have it corrected.
 
  11.8   Consents
 
      All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant is responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
 
  11.9   Share rights
 
      Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.
 
  11.10   Listing
 
      If and so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.
 
  11.11   Notices
  11.11.1   Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet.
 
  11.11.2   Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Directors or duly appointed agent may decide and notify Participants.
 
  11.11.3   Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

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11.12   Governing law and jurisdiction
 
    English law governs the Plan and all Awards and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

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SCHEDULE 1
USA
1   The rules of this Schedule are made under and amend and supplement the terms of The National Grid plc Long Term Performance Plan (the “ Plan ”). The rules of this Schedule apply to Awards granted to Participants subject to U.S. taxation (“ U.S. Participants ”). In the event of any conflict, this Schedule takes precedence over the Plan and any other applicable Schedule.
 
2   Any capitalized words used in this Schedule and not defined in this Schedule shall have the meaning given to them in the Plan.
 
3   For the purposes of this Schedule, the “ Short Term Deferral Period ” means the period beginning on the date on which the applicable Performance Period ends (if rule 8.3 applies, such date will be the date of the termination of employment) and ending on the later of (i) 15 March after the end of the calendar year in which the Short Term Deferral Period begins or (ii) 15 June after the end of the Company’s taxable year in which the Short Term Deferral Period begins.
 
4   Awards may not be granted in the form of Options and the definition of Award in rule 1 of the Plan is amended accordingly.
 
5   All Awards granted to U.S. Participants will be subject to the satisfaction of one or more Performance Conditions imposed under rule 3.3 of the Plan.
 
6   In no event will Shares or dividend equivalents be transferred to U.S. Participants later than the date on which the Short Term Deferral Period ends.
 
7   Rule 9.6.4(i) of the Plan is amended and restated as follows:
 
    “be subject to a Performance Condition which is, so far as possible, equivalent to any Performance Condition applying to the existing Award and shall be subject to any such other terms as the Directors consider appropriate in all the circumstances.”
 
8   Rules 9.6.4(ii) and (iii) of the Plan are deleted.
 
9   Deferral of Awards into the Deferred Compensation Plan
 
    With respect to U.S. Participants, the transfer of Shares in satisfaction of an Award may be deferred to a date later than the date on which the Short Term Deferral Period ends by a Participant in the National Grid Deferred Compensation Plan or in any other deferred compensation plan as may be permitted by the Directors (together the “ Deferred Compensation Plan ”), consistent with an election made under, and pursuant to the terms of, the Deferred Compensation Plan. The Deferred Compensation Plan shall provide that in lieu of receiving Shares prior to the end of the Short Term Deferral Period, the number of Shares that would have been received at that time may be deferred by an election made under and in accordance with the Deferred Compensation Plan.

18

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 18, 2011 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in National Grid plc’s Annual Report on Form 20-F for the year ended March 31, 2011.
/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
London, UK
28 July 2011

 

EXHIBIT 24.1
DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Nicholas Winser, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
  )            
by Nicholas Winser
  )   /s/ Nicholas Winser        
 
               
in the presence of:-
  )            
 
               
Witness
               
 
               
Signature
      /s/ Helen Mahy        
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
 
  London
 
  WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Thomas B. King, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
  )            
by Thomas B. King
  )   /s/ Thomas B. King        
 
               
in the presence of:-
  )            
 
               
Witness
               
 
               
Signature
      /s/ Helen Mahy        
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
 
  London
 
  WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Sir John Parker, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
    )          
by Sir John Parker
    )     /s/ Sir John Parker    
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
 
  London
 
  WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Linda L. Adamany, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
    )          
by Linda L. Adamany
    )     /s/ Linda L. Adamany    
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
 
  London
 
  WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Kenneth Harvey, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
by Kenneth Harvey
  )
) 		   
/s/ Kenneth Harvey 		   
 
               
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
London
WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Maria Richter, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
by Maria Richter
  )
) 		   
/s/ Maria Richter 		   
 
               
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
London
WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Philip Aiken, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
by Philip Aiken
  )
) 		   
/s/ Philip Aiken 		   
 
               
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
London
WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)
REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, Stephen Pettit, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
by Stephen Pettit
  )
) 		   
/s/ Stephen Pettit 		   
 
               
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
London
WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel

 

 

DIRECTOR’S POWER OF ATTORNEY
NATIONAL GRID PLC (THE “COMPANY”)

REGISTRATION WITH THE US SECURITIES AND EXCHANGE COMMISSION
OF ORDINARY SHARES OF THE COMPANY
TO BE ISSUED PURSUANT TO
NATIONAL GRID PLC LONG TERM PERFORMANCE PLAN
(THE “REGISTRATION”)
          I, George Rose, BEING A DIRECTOR OF THE COMPANY, HEREBY APPOINT and authorise any other director or the Company Secretary and General Counsel for the time being of the Company (any such person acting in such capacity being hereinafter called “my Attorney”) to be my lawful attorney in connection with the Registration on the following basis:
     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 plc Long Term Performance Plan (the “Plan”) and the prospectus circulated to participants in the Plan.
     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 for six months from the date hereof and shall at all times (both during and after the said period) 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 reasonably require it.
          IN WITNESS of which this power of attorney has been executed as a deed on 26 July, 2011.
                 
SIGNED as a deed
by George Rose
  )
) 		   
/s/ George Rose 		   
 
               
 
               
in the presence of:-
    )          
 
               
Witness
               
 
               
Signature
          /s/ Helen Mahy    
 
               
     
Name
  Helen Mahy
 
   
Address
  1-3 Strand
London
WC2N 5EH
 
   
Occupation
  Company Secretary and General Counsel