NATIONAL GRID PLC (Form: S-8, Received: 10/23/2012 17:01:33)

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As filed with the Securities and Exchange Commission on October 23, 2012

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

98-0367158

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1-3 Strand

London WC2N 5EH

United Kingdom

(Address of Principal Executive Offices)

National Grid USA Companies’

Defined Contribution

Supplemental Executive Retirement 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:

Alison Kay

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.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered ⁽¹⁾	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price ⁽²⁾	Amount of Registration Fee ⁽²⁾
Deferred Compensation Obligations	$8,000,000	100%	$8,000,000	$1,091.20

⁽¹⁾	Represents unsecured obligations of National Grid USA to pay deferred compensation in the future in accordance with the terms of the above referenced Plan.

⁽²⁾	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.

TABLE OF CONTENTS


PART I					1
PART II					1
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE					1
ITEM 4. DESCRIPTION OF SECURITIES					2
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL					3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS					3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED					9
ITEM 8. EXHIBITS					9
ITEM 9. UNDERTAKINGS					9
SIGNATURES					11
EXHIBIT INDEX					13
EX-4.2
EX-5.1
EX-23.1

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 2012, filed with the Commission on 12 June 2012 (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 17 May 2012; 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.

Under the National Grid USA Companies’ Defined Contribution Supplemental Executive Retirement Plan (as amended from time to time, the “Plan”), National Grid USA (“NGUSA”) may provide deferred compensation to certain eligible highly compensated employees (each a “participant”).

The nature and amount of compensation to be deferred by NGUSA for each participant will be determined in accordance with the Plan based on certain percentages of the participant’s compensation and certain limits to participant contributions made to NGUSA’s Section 401(k) defined contribution plan imposed under the Internal Revenue Code of 1986, as amended (the “Code”). Deferred amounts will be credited to an account maintained on the books and records of NGUSA in the name of the participant. The value of a participant’s account will be based on the amounts initially credited to the account by NGUSA and the performance of one or more hypothetical investments selected by the participant under the Plan. No amounts credited will actually will be invested in any investment and, accordingly, participants will not have any ownership interest in any investment. The National Grid USA Investment Committee has the sole discretion to determine the investments available under the Plan and the measurement mechanisms to determine the hypothetical gains and losses on amounts deemed invested in accordance with the terms of the Plan.

The Plan generally provides for the payment of the deferred amounts to participants in a single lump sum upon their separation from service or disability. Upon the death of a participant, the designated beneficiary will receive payment of the deferred compensation and, if no beneficiary designation is on file, the payment will be made to the participant’s surviving spouse or, if there is no surviving spouse, then to the participant’s estate. Participant elected deferrals of compensation are not permitted under the Plan.

Payments of the deferred compensation may be accelerated (without penalty) in certain circumstances including in order to comply with a domestic relations order or federal, state, local, or foreign laws, to satisfy tax withholding requirements, and upon certain participant account terminations and liquidations or a failure of the Plan to meet the requirements of Section 409A of the Code.

The deferred compensation obligations are unfunded, unsecured general obligations of NGUSA to pay in the future the value of the participant’s account, adjusted to reflect the hypothetical gains and losses resulting from performance of the selected investments in accordance with the terms of the Plan. The obligations will rank without preference with other unsecured and unsubordinated indebtedness of NGUSA from time to time outstanding. The deferred compensation obligations will be paid in cash, and will be subject to withholding for applicable taxes. Nothing in the Plan will be construed to give a participant or any other person rights to any specific assets of NGUSA, its subsidiaries or its affiliates.

The deferred compensation obligations cannot be assigned, alienated, pledged or encumbered. The obligations are not convertible into any other security of NGUSA or the Registrant.

The NGUSA, through actions taken by the Benefits Committee of the National Grid USA Service Companies, may amend or terminate the Plan at any time; provided, however, that no such amendment or termination may adversely affect the rights of participants or their beneficiaries with respect to amounts credited to their Plan accounts prior to such amendment or termination without the written consent of the participant, except to the extent required to avoid adverse tax consequences or required by applicable law.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

The opinion of counsel is being given by Ms. Alison Kay, who is General Counsel to the Registrant. Ms. Kay does not participate in the Plan.

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Indemnity and insurance

Article 126 of the Articles of Association of Registrant provides as follows:

126 Indemnity and insurance

126.1 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 Section 234(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 126, the indemnity will cover all costs, charges, losses, expenses and liabilities incurred by them.

126.2 As well as the cover provided under Article 126.1 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:

any relevant company;

any pension fund; or

any employees’ share scheme;

and all costs, charges, losses, expenses and liabilities incurred by them in relation to any act or omission

126.3 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 USA Companies’ Defined Contribution Supplemental Executive Retirement Plan

5.1		Opinion of Counsel

23.1		Consent of PricewaterhouseCoopers LLP re 20-F financial statements

23.2		Consent of Counsel (included in Exhibit 5.1)

24.1		Powers of Attorney (included in the signature pages contained herein)

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 23rd day of October, 2012.


NATIONAL GRID PLC

By:		/s/ Steve Holliday
Name:		Steve Holliday
Title:		Chief Executive

The undersigned do hereby constitute and appoint Steve Holliday, Andrew Bonfield, Malcolm Cooper, and Alison Kay all or any one of them, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

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.


Signature		Title

/s/ Steve Holliday		Chief Executive (Principal Executive Officer)
Steve Holliday

/s/ Andrew Bonfield		Finance Director (Principal Financial Officer and Principal Accounting Officer)
Andrew Bonfield

/s/ Peter Gershon		Chairman and non-executive Director
Sir Peter Gershon

/s/ Linda Adamany		Non-executive Director
Linda Adamany

/s/ Philip Aiken		Non-executive Director
Philip Aiken

/s/ Nora Mead Brownell		Non-executive Director
Nora Mead Brownell

/s/ Paul Golby		Non-executive Director
Paul Golby


/s/ Kenneth Harvey		Non-executive Director
Kenneth Harvey

/s/ Ruth Kelly		Non-executive Director
Ruth Kelly

/s/ Tom King		Director
Tom King

/s/ Maria Richter		Non-executive Director
Maria Richter

/s/ George Rose		Non-executive Director
George Rose

/s/ Mark Williamson		Non-executive Director
Mark Williamson

/s/ Nick Winser		Director
Nick Winser

/s/ Colin Owyang		(Authorised Representative in the United States)
Colin Owyang

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 USA Companies’ Defined Contribution Supplemental Executive Retirement Plan

5.1		Opinion of Counsel

23.1		Consent of PricewaterhouseCoopers LLP re 20-F financial statements

23.2		Consent of Counsel (included in Exhibit 5.1)

24.1		Powers of Attorney (included in the signature pages contained herein)

EXHIBIT 4.2

National Grid USA Companies’

Defined Contribution

Supplemental Executive Retirement Plan

Effective: January 1, 2011

National Grid USA Companies’

Defined Contribution Supplemental Executive Retirement Plan

TABLE OF CONTENTS


ARTICLE I INTRODUCTION		1

1.1	Introduction and Purpose	1

DEFINITIONS		2

2.1	Account	2

2.2	Affiliated Company	2

2.3	Benefits Administrator	2

2.4	Board	2

2.5	Code	2

2.6	Company	2

2.7	Compensation	3

2.8	Disability	3

2.9	Effective Date	3

2.10	Eligible Employee	3

2.11	Employer Contribution Account	3

2.12	Employer Contribution Credits	3

2.13	ERISA	3

2.14	Investment Funds	3

2.15	Participant	3

2.16	Plan	4

2.17	Plan Year	4

National Grid USA Companies’

Defined Contribution Supplemental Executive Retirement Plan


2.18	Separation from Service	4

2.19	Specified Employee	4

2.20	Valuation Date	4

2.21	Written or “in Writing”	4

ARTICLE II ELIGIBILITY AND PARTICIPATION		5

3.1	Eligibility to Participate	5

3.2	Cessation of Participation	5

ARTICLE IV EMPLOYER CREDITS		6

4.1	Establishment of Participant Accounts	6

4.2	Employer Contribution Credits	6

4.3	Employee Deferrals	7

4.4	Credits for Investment Earnings and Debits for Investment Losses	7

ARTICLE V VESTING		9

5.1	Vesting of Employer Contribution Account	9

5.2	Vesting Upon Death or Disability	9

ARTICLE VI PAYMENT OF BENEFITS		10

6.1	Distribution of Benefits and Distribution Elections	10

6.2	Time and Form of Distribution	10

6.3	Distributions to Specified Employees	10

6.4	Permitted Acceleration of Payment	10

6.5	Payment of Disability Benefits	11

National Grid USA Companies’

Defined Contribution Supplemental Executive Retirement Plan


6.6	Payment of Death Benefits	12

6.7	In-service Withdrawals and Distributions	12

6.8	Valuation of Distributions	12

6.9	Timing of Distributions	12

ARTICLE VII AMENDMENT AND TERMINATION OF PLAN		13

7.1	Amendments Generally	13

7.2	Right to Terminate	13

ARTICLE VIII MISCELLANEOUS		15

8.1	Unfunded Plan	15

8.2	Nonguarantee of Employment	15

8.3	Nonalienation of Benefits	15

8.5	Applicable Law	15

8.6	Headings and Subheadings	15

8.7	Severability	15

ARTICLE IX ADMINISTRATION OF THE PLAN		16

9.1	Powers and Duties of the Committee	16

9.2	Claims Procedure	16

National Grid USA Companies’

Defined Contribution Supplemental Executive Retirement Plan

iii

ARTICLE I INTRODUCTION

1.1

Introduction and Purpose

The National Grid USA Companies Defined Contribution Supplemental Executive Retirement Plan (the “Plan”) has been established by National Grid USA (the “Company”) for the purpose of providing deferred compensation for a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Plan is intended to enhance the long-term performance and retention of such management or highly compensated employees selected to participate in this Plan.

The Plan is intended to constitute a non-qualified, unfunded plan for federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 as amended from time to time (“ERISA”). Further, this Plan is intended to comply with Internal Revenue Code Section 409A and is to be construed in accordance with Code Section 409A, the Code Section 409A Regulations, and such additional regulatory and/or other guidance as may be issued by the Internal Revenue Service (“IRS”) or the U.S. Department of Treasury (“Treasury”) from time to time with respect to Code Section 409A.

Without affecting the validity of any other provision of the Plan, to the extent that any Plan provision does not meet the requirements of Code Section 409A and the Code Section 409A Regulations (including modifications and amendments thereto), the Plan shall be construed and administered as necessary to comply with such requirements until this Plan is appropriately amended to comply with such requirements.

This Plan shall function solely as a “top-hat” plan within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. As such, this Plan is subject to limited ERISA reporting and disclosure requirements, and is exempt from all other ERISA requirements. Distributions required or contemplated by this Plan or actions required to be taken under this Plan shall not be construed as creating a trust of any kind or a fiduciary relationship between the Company and any Participant, any Participant’s designated beneficiary, or any other person.

This Plan is to be maintained according to the terms of this document and the Company or its designee shall have the sole authority to construe, interpret and administer the Plan.

DEFINITIONS

Wherever used in the Plan, the following terms have the meanings set forth below, unless otherwise expressly provided:

2.1

Account

Account means the separate account established for recordkeeping purposes only for each Participant comprised of the Employer Contribution Account as further described in Article IV of the Plan.

2.2

Affiliated Company

Affiliated Company means (i) the Company, (ii) any other corporation which is a member of the controlled group of corporations which includes the Company, provided that in applying Code Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b) and determining trades or businesses under common control for purposes of Code Section 414(c) 50 percent (50%) is substituted for 80 percent (80%) each time used, and (iii) any other entity in which the Company has a significant equity interest or owns a substantial capital or profits interest.

2.3

Benefits Administrator

Benefits Administrator means the Benefits Committee of the National Grid USA Service Companies or its designee.

2.4

Board

Board means the board of directors of National Grid USA, and in the absence of such board for any reason, shall mean the board of directors of National Grid plc or its successor.

2.5

Code

Code means the Internal Revenue Code of 1986, as amended. Where reference is made to “Code Section 409A Regulations,” this is intended to refer to Treasury Regulation Sections 1.409A-1 through –6, as such regulations may be modified or amended by the Treasury from time to time.

2.6

Company

Company means National Grid USA, a Massachusetts corporation, and affiliates or subsidiaries, and any Affiliated Company or subsidiary. The Company is a wholly owned subsidiary of National Grid plc whose stock is publicly traded.

2.7

Compensation

Compensation means compensation as defined in the National Grid Incentive Thrift Plan I.

2.8

Disability

Disability means a Participant determined to be totally disabled by the Social Security Administration.

2.9

Effective Date

Effective Date means January 1, 2011.

2.10

Eligible Employee

Eligible Employee means all highly compensated employees of the Company who: (1) are employed in Bands A+, A, or B, and (2) have their National Grid Incentive Thrift Plan I “Core” contributions limited due to imposed IRS limitations.

2.11

Employer Contribution Account

Employer Contribution Account means the separate account established by the Committee for recordkeeping purposes to track Employer Contribution Credits in the name of each Participant in accordance with Section 4.1 of the Plan.

2.12

Employer Contribution Credits

Employer Contribution Credits means the amounts credited to a Participant’s Employer Contribution Account in accordance with Section 4.2 of the Plan.

2.13

ERISA

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.14

Investment Funds

Investment Funds means one or more investment alternatives made available under the Plan by the Committee or an assigned investment committee for designation by Participants under the Plan for purposes of determining investment earnings and losses. The investment alternatives under this Plan will be the same as the investment alternatives offered under the National Grid Incentive Thrift Plan I.

2.15

Participant

Participant means any present or former Eligible Employee who has become a Participant in the Plan in accordance with the provisions of Article III and who continues to have an Account balance under the Plan or whose beneficiary has such Account balance.

2.16

Plan

Plan means the National Grid USA Companies’ Defined Contribution Supplemental Executive Retirement Plan, as set forth in this document and as amended from time to time.

2.17

Plan Year

Plan Year means the calendar year, the twelve-month period beginning each January 1 and ending on December 31.

2.18

Separation from Service

Separation from Service has the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations.

2.19

Specified Employee

Specified Employee means an individual determined by National Grid to be a “specified employee” as defined in subsection (a)(2)(B)(i) of Section 409A. For purposes of determining “specified employee” status, except as National Grid may otherwise determine consistent with the requirements of Section 409A, the measurement period shall be April 1 through March 31. The Plan Administrator may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Plan.

2.20

Valuation Date

Valuation Date means each day the New York Stock Exchange is open for trading.

2.21

Written or “in Writing”

Written or in Writing means, with respect to any documentation of an election or other action by a Participant or by the Committee, that such documentation be either in paper or, as permitted by the Committee, in electronic form; provided, however, that such documentation must be adequate to establish a right that is enforceable under applicable law.

ARTICLE II ELIGIBILITY AND PARTICIPATION

3.1

Eligibility to Participate

Any employee who satisfies the eligibility requirements shall enter the Plan on the first day of the month after completing 3 months of employment.

3.2

Cessation of Participation

A Participant shall cease active participation in the Plan upon the occurrence of his or her Separation from Service, death or Disability or no longer being a member of the eligible class.

ARTICLE IV EMPLOYER CREDITS

4.1

Establishment of Participant Accounts

The Company shall establish and maintain on its books and records an Account in the name of each Participant to record:

(a)

amounts of Employer Contribution Credits on the Participant’s behalf pursuant to Section 4.2 of the Plan;

(b)

credits or debits for investment earnings or losses pursuant to Section 4.4 of the Plan; and

(c)

payments of benefits to the Participant or the Participant’s beneficiary pursuant to Article VI of the Plan.

4.2

Employer Contribution Credits

For each Eligible Employee, the Company may, but is not required to, direct the Committee to credit the Employer Contribution Account with an amount equal to the following schedule:

(a)

For Bands A+, A, and B: a restoration credit to the extent that the core contributions to the National Grid Incentive Thrift Plan I are restricted by the Code limitations;

(b)

For Band A+: a total employer contribution rate of 9.0% of Compensation offset by the core contributions to the National Grid Incentive Thrift Plan I and the restoration credit component described above;

(c)

For Band A: a total employer contribution rate of 6.0% of Compensation offset by the core contributions to the National Grid Incentive Thrift Plan I and the restoration component described above.

The Employer Contribution Credit will be made annually as soon as administratively possible following the close of the Plan Year. The Credit will only be made for the period of time during a Plan Year for which an employee is a participant in the Plan. For an Eligible Employee that incurs a Separation from Service, the credit will be made as soon as administratively possible following the date of such separation on a pro rata basis including only the months the participant was employed during that Plan Year.

Any employer matching contributions made to the National Grid Incentive Thrift Plan I will not be offset from the Employer Contribution Credit.

4.3

Employee Deferrals

Employee deferrals of Eligible Compensation are not permitted under the terms of the Plan.

4.4

Credits for Investment Earnings and Debits for Investment Losses

(a)

All amounts credited to a Participant’s Account shall be credited with amounts of investment earnings or debited with amounts of investment losses that correspond to the total investment return earned by the Investment Fund or combination of Investment Funds designated in advance by the Participant for these purposes.

(b)

The designation of one or more Investment Funds by a Participant under this Section 4.4 of the Plan shall be used solely to measure the amounts of investment earnings or losses that will be credited or debited to the Participant’s Account on the Company’s books and records, and the Company shall not be required under the Plan to establish any account in the Investment Funds or to purchase any Investment Fund shares on the Participant’s behalf.

(c)

The designation by a Participant of any Investment Funds under this Section 4.4 of the Plan shall be made in accordance with rules and procedures established by the Committee.

(d)

The Investment Funds are valued each day the New York Stock Exchange is open for trading.

(e)

A Participant may elect to revise the investment options with respect to existing Account allocations or future contributions at any time (subject to any Investment Fund limitation) in a manner communicated by the Company. The Committee, however, retains the right to review and restrict transfer rights at any time.

(f)

If a Participant fails to make a proper designation, then his or her Accounts shall be deemed to be invested in the Investment Fund(s) designated by the National Grid USA Investment Committee (the “Investment Committee”) from time to time for this purpose at the Investment Committee’s discretion. This investment option can be changed by the Investment Committee from time to time at the Investment Committee’s discretion. In the absence of such Investment Committee for

any reason, the Committee shall designate the applicable Investment Fund(s).

ARTICLE V VESTING

5.1

Vesting of Employer Contribution Account

A Participant shall be fully (100%) vested in the amounts credited to his or her Account upon the earlier of (1) the completion of three years of service from the Participant’s original date of hire or (2) the attainment of age 55 with at least one year of service from the Participant’s original date of hire. For purposes of this Plan, a year of service shall mean 12 months of consecutive service.

5.2

Vesting Upon Death or Disability

Regardless of the Participant’s years of service, a Participant’s interest in his or her Account shall become fully (100%) vested upon death or Disability if his or her Separation from Service has not previously occurred.

ARTICLE VI PAYMENT OF BENEFITS

6.1

Distribution of Benefits and Distribution Elections

A Participant shall receive payment of benefits in the form and manner as described in this Article VI.

6.2

Time and Form of Distribution

A Participant’s distribution of benefits shall always be made in the form of a single lump sum payment as soon as practicable following the Participant’s Separation from Service with the Company, except to the extent a delayed distribution is required pursuant to Section 6.3 below.

6.3

Distributions to Specified Employees

Notwithstanding the foregoing, in the event that, as of the date a distribution is to be made on account of a Participant’s Separation from Service, any class of the Company’s stock is publicly traded on an established securities market or otherwise, as determined under the Code Section 409A Regulations, any distribution due hereunder to such Participant on account of his or her Separation from Service shall, if such Participant is determined to be a Specified Employee, not commence until after the six (6) month anniversary of such Participant’s Separation from Service. Notwithstanding the foregoing, in the event a distribution is delayed by reason of this Section 6.3 and the affected Participant’s death occurs prior to commencement of such distribution, such distribution shall be made as soon as practicable following such Participant’s death.

6.4

Permitted Acceleration of Payment

Notwithstanding the timing provisions pursuant to this Article VI of the Plan, the timing of a payment shall be accelerated in the following circumstances (but only to the extent permitted under the Code Section 409A Regulations):

(a)

Payment shall be made to the extent necessary to comply with a domestic relations order (as defined in Code Section 414(p)(1)(B)) that meets the requirements of the Company’s domestic relations order procedures applicable to non-qualified plans, if such payment is made to an individual other than the Participant.

(b)

Payment shall be made to the extent necessary to comply with an ethics agreement with the Federal government or to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the

Participant would otherwise not be able to participate under an applicable rule).

(c)

Payment of a Participant’s entire Account may be made in the form of a lump sum payment of amounts deferred under the Plan that do not exceed a specified amount, provided any action by the Company causing such lump sum payment to be made to a Participant is evidenced in Written form and executed by an authorized officer of the Company no later than the date such lump sum payment is made, and provided that such lump sum payment results in the termination and liquidation of the entirety of the Participant’s Account under the Plan, and his or her deferred compensation benefits under all other agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 1.409A-1(c)(2) of the Code Section 409A Regulations; and provided further that the total payment to the Participant (under the Plan and all other arrangements treated as a single nonqualified deferred compensation plan) is not in excess of the applicable dollar amount under Code Section 402(g)(1)(B).

(d)

Payment is permitted to the extent necessary to satisfy any applicable federal, state and local income tax withholding and federal payroll withholding requirements pursuant to provisions of Code Section 409A and the regulations thereunder, related to benefits provided in the Plan.

(e)

Payment of a Participant’s entire Account shall be made in the event of the failure of the Plan (or failure of any other plan required to be aggregated with the Plan pursuant to regulations published under Code Section 409A) to meet the requirements of Code Section 409A.

6.5

Payment of Disability Benefits

If a Participant incurs a Disability, the entire value of his or her Account shall be distributed to the Participant in a single lump sum. Any distribution pursuant to this Section 6.5 will occur following the determination of the Disability by the Social Security Administration.

6.6

Payment of Death Benefits

(a)

Each Participant shall designate a beneficiary on the proper beneficiary form as prescribed by the Committee to receive his or her Accounts in the event of death. If a Participant dies with a balance credited to his or her Account, such balance shall be paid to the applicable beneficiary or beneficiaries in a single lump sum.

(b)

Any distributions pursuant to this Section 6.6 will occur following the date of death and receipt by the Company of acceptable proof of the Participant’s death and will be paid as soon as practicable thereafter.

(c)

Notwithstanding the above, if no beneficiary designation is on file with the Company at the time of death of the Participant or such designation is not effective for any reason then the designated beneficiary to receive such benefits shall be as follows:

(1)

the Participant’s surviving spouse; or

(2)

if there is no surviving spouse, then to the Participant’s estate.

All decisions made by the Committee in good faith and based upon affidavit or other evidence satisfactory to the Committee regarding questions of fact in the determination of the identity of such beneficiary(ies) shall be conclusive and binding upon all parties, and payment made in accordance therewith shall satisfy all liability hereunder.

6.7

In-service Withdrawals and Distributions

In-service loans, withdrawals and distributions of any kind shall not be permitted.

6.8

Valuation of Distributions

The benefit amount of a Participant’s Account to be distributed pursuant to this Article VI shall be based on the value of such Account on any Valuation Date after instructions are received in good order by the Benefits Administrator.

6.9

Timing of Distributions

Any distribution made in accordance with an event in this Article VI shall be made as soon as administratively feasible following the event, but no later than 90 days following the date the benefit is payable under this Article VI.

ARTICLE VII AMENDMENT AND TERMINATION OF PLAN

7.1

Amendments Generally

The Company, through action taken by the Committee, reserves the right to amend the Plan at any time. No amendment, however, may reduce the amount credited to Accounts at the time of the amendment’s adoption, except as may otherwise be required by law. Without limiting the generality of the foregoing, the Committee may amend the Plan to impose such restrictions upon the timing, filing and effectiveness of deferral elections, if applicable under the terms of the Plan, the investment procedures and investment alternatives available under the Plan and the distribution provisions of Article VI which the Committee deems appropriate or advisable in order to avoid the current income taxation of amounts deferred under the Plan which might otherwise occur as a result of changes to the tax laws and regulations governing deferred compensation arrangements such as the Plan and may also, in such event, cease further deferrals under the Plan.

7.2

Right to Terminate

The Company, through action taken by the Committee, may terminate the Plan at any time in whole or in part.

(a)

Except for such modifications, limitations or restrictions as may otherwise be required to avoid current income taxation or other adverse tax consequences as a result of changes to the tax laws and regulations applicable to the Plan, no such plan amendment or plan termination authorized by the Committee shall adversely affect the benefits accrued to date under the Plan or otherwise reduce the then outstanding balances credited to Accounts or otherwise adversely affect the distribution provisions in effect for those Accounts, and all amounts deferred prior to the date of any such plan amendment or termination shall, subject to the foregoing exception, continue to become due and payable in accordance with the distribution provisions of Article VI as in effect immediately prior to such amendment or termination. Termination of the Plan shall not serve to reduce the amount credited to an Account at the time of termination.

(b)

Notwithstanding the above, the Company may terminate the Plan and distribute the Participant’s credited Accounts in the form of a single lump sum. Such a Plan termination may occur only if the conditions set forth below are met, consistent with the requirements of Code Section 409A and the Code Section 409A Regulations:

(i)

The termination and liquidation does not occur proximate to a downturn in the financial health of the Company;

(ii)

The Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that

would be aggregated with the Plan under applicable provisions of the Code Section 409A Regulations assuming a Participant in the Plan also had deferrals credited under all such other agreements, methods, programs;

(iii)

No payments in liquidation of the plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan (other than amounts distributed under the terms of the Plan without regard to the action to terminate and liquidate the Plan;

(iv)

All payments in liquidation of the Plan are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and

(v)

The Company does not adopt a new plan that would be aggregated with the Plan under applicable provisions of the Code Section 409A Regulations if assuming a Participant participated in both plans, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

ARTICLE VIII MISCELLANEOUS

8.1

Unfunded Plan

This Plan is an unfunded deferred compensation arrangement for Eligible Employees. While it is the intention of the Company that this Plan shall be unfunded for federal tax purposes and for purposes of Title I of ERISA, the Company may establish a grantor trust to satisfy part or all of its Plan payment obligations so long as the Plan remains unfunded for federal tax purposes and for purposes of Title I of ERISA. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any employee or other person. To the extent any person acquires a right to receive a payment from the Company under the Plan, such right shall be no greater than that of an unsecured general creditor of the Company.

8.2

Nonguarantee of Employment

Nothing contained in the Plan shall be construed as a contract of employment between the Company and any Participant, or as a right of any Participant to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any Participant with or without cause.

8.3

Nonalienation of Benefits

Except as provided in Section 6.4 or as may be required by law, benefits payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, whether voluntary or involuntary. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits under the Plan shall be void. The Company shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan.

8.4

Applicable Law

This Plan shall be construed and enforced in accordance with the laws of the state of New York.

8.5

Headings and Subheadings

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions.

8.6

Severability

The invalidity and unenforceability of any particular provision of this plan shall not affect any other provision and the Plan shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

ARTICLE IX ADMINISTRATION OF THE PLAN

9.1

Powers and Duties of the Committee

The Benefits Administrator will be responsible for the administration of the Plan. The Benefits Administrator shall have full responsibility to represent the Company and the Participants in all things it may deem necessary for the proper administration of the Plan. Subject to the terms of the Plan, the decision of the Benefits Administrator upon any question of fact, interpretation, definition or procedures relating to the administration of the Plan shall be conclusive. The responsibilities of the Benefits Administrator shall include, but not be limited to, the following:

(a)

Verifying all procedures by which payments to Participants and their beneficiaries are authorized.

(b)

Deciding all questions relating to the eligibility of employees to become Participants in the Plan.

(c)

Interpreting the provisions of the Plan in all particulars.

(d)

Establishing and publishing rules and regulations for carrying out the Plan.

(e)

Preparing an individual record for each Participant in the Plan, which shall be available for examination by such Participant, or authorized persons.

(f)

Reviewing and answering any denied claim for benefits that has been appealed to the Committee under the provisions of this Article.

9.2

Claims Procedure

(a)

Filing of Claim. Any Participant or beneficiary under the Plan may file a written claim for a Plan benefit with the Committee or with a person named by the Committee to receive claims under the Plan.

(b)

Notice of Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Participant or beneficiary under the Plan (“claimant”), the claimant shall be given a written notification, including electronic communication, containing specific reasons for the denial or limitation of the benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of the benefit is based. In addition, it shall contain a description of any other material or information necessary for the claimant to perfect a claim, and an explanation of why such material or information is necessary. The notification shall further provide appropriate information as to the steps to be taken if the claimant wishes to appeal the denial or limitation of benefit and submit a claim for review. This written notification shall be given to a claimant within 90 days after receipt of the claim

by the Committee unless special circumstances require an extension of time for process of the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of said 90-day period, and such notice shall indicate the special circumstances which make the postponement appropriate.

(c)

Right of Review. In the event of a denial or limitation of the claimant’s benefit, the claimant or the claimant’s duly authorized representative shall be permitted to review pertinent documents free of charge upon request and to submit to the Committee issues and comments in writing. In addition, the claimant or the claimant’s duly authorized representative may make a written request for a full and fair review of the claim and its denial by the Committee; provided, however, that such written request must be received by the Committee within 60 days after receipt by the claimant of written notification of the denial or limitation of the claim. The 60-day requirement may be waived by the Committee in appropriate cases.

(d)

Decision on Review. A decision shall be rendered by the Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days, but in no event shall the decision be rendered more than 120 days after the receipt of such request for review. Any decision by the Committee shall be furnished to the claimant in writing and shall set forth the specific reasons for the decision and the specific plan provisions on which the decision is based.

EXECUTION OF DOCUMENT

EXHIBIT 5.1

[National Grid plc Letterhead]

National Grid plc

1-3 Strand

London WC2N 5EH

United Kingdom

19 October 2012

Dear Sirs

Re: Registration Statement on Form S-8

I am General Counsel for National Grid plc (the “ Company ”), a company organized under the laws of England and Wales and have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed by the Company with the Securities and Exchange Commission on or about 22 October 2012 in connection with the registration under the Securities Act of 1933, as amended (the “ 1933 Act ”) of US$ 8,000,000 of deferred compensation obligations (the “ Obligations ”) of the Company under the National Grid USA Companies’ Defined Contribution Supplemental Executive Retirement Plan (the “ Plan ”).

This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and be construed in accordance with English law as in effect on the date hereof.

For the purposes of this opinion I have examined and relied on copies of such corporate records and other documents, including the Registration Statement, and reviewed such matters of law, as I have deemed necessary or appropriate for the purposes of this opinion. I have also relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

On the basis of, and subject to, the foregoing and having regard to such considerations of English law in force at the date of this letter as I consider relevant, I am of the opinion that the Obligations have been duly authorized for issuance and, when the Obligations are issued by the Company pursuant to the terms of the Plan, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforcement thereof may be limited by operation of law.

This opinion is given solely in connection with the filing of the Registration Statement. This opinion is strictly limited to matters dealt with herein and does not extend to and is not to be read as extending by implication to any other matter. In giving the foregoing opinion, I have made no investigation of the laws of any country other than England, and my opinion is confined to matters of English law. I further advise that the term “enforceable” as used in this opinion means that the obligations assumed by the relevant party under the relevant document are of the type which the English courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular where obligations are to be performed in a jurisdiction outside England, they may not be enforceable in England to the

extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Sincerely,

/s/ Alison Kay

Alison Kay

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 16 May, 2012 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 31 March, 2012.

/s/ PricewaterhouseCoopers LLP

London, UK

23 October, 2012

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