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Deferred Compensation
Obligations ⁽¹⁾

 

the Registrant’s Annual Report on Form 20-F for the fiscal year ended 31 March 2010, filed with the Commission on 25 May 2010 (SEC File No. 001-14958), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

the Registrant’s Current Report on Form 6-K furnished to the Commission on 18 November 2010; and

the description of the Registrant’s American Depositary Shares and Ordinary Shares as contained in its Registration Statement on Form F-4 (File No. 333-47324) filed on 4 October 2000, including any amendment subsequently filed for the purpose of updating such description.

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:

any liability to us or any associated company; and

any liability of the kind referred to in s234(3) of the Companies Act.

Any other liability incurred by or attaching to them:

in actually or seemingly carrying out their duties;

in using or seemingly using their powers; and

in any other activity connected to their duties, powers or office.

any person who is or was at any time a Director or officer of any relevant company; or

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.

in actually or seemingly carrying out their duties;

in using or seemingly using their powers; and

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;

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;

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

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.

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.

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 –

section 233 (provision of insurance),

section 234 (qualifying third party indemnity provision), or

section 235 (qualifying pension scheme indemnity provision).

This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

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

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

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.

The provision must not provide any indemnity against –

any liability of the director to pay –

a fine imposed in criminal proceedings, or

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

any liability incurred by the director –

in defending criminal proceedings in which he is convicted, or

in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

For this purpose –

a conviction, judgment or refusal of relief becomes final –

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal) is disposed of, and

an appeal is disposed of –

if it is determined and the period of bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

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

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

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.

The provision must not provide any indemnity against -

any liability of the director to pay -

a fine imposed in criminal proceedings, or

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

any liability incurred by the director in defending criminal proceedings in which he is convicted.

The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

For this purpose -

a conviction becomes final -

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal is disposed of, and

an appeal is disposed of -

if it is determined and the period for bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

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

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.

The decision of the company to ratify such conduct must be made by resolution of the members of the company.

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.

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.

For the purposes of this section –

“conduct” includes acts and omissions;

“director” includes a former director;

a shadow director is treated as a director; and

in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

Nothing in this section affects –

the validity of a decision taken by unanimous consent of the members of the company, or

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.

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 –

bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

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

If in proceedings for negligence, default, breach of duty or breach of trust against –

an officer of a company, or

a person employed by a company as auditor (whether he is or is not an officer of the company).

it appears to the court hearing the case that 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.

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 –

he may apply to the court for relief, and

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.

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.

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.

National Grid USA Companies’ Deferred Compensation Plan II

Opinion of Counsel

Consent of PricewaterhouseCoopers LLP re 20-F financial statements

Powers of Attorney

The undersigned Registrant and, where applicable, Plan, hereby undertakes:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

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;

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;

 

 

 

 

 

 

/s/ Steve Holliday

Steve Holliday

 

/s/ Steve Lucas

Steve Lucas

 

/s/ Steve Lucas

Steve Lucas

 

 

Nick Winser*

 

 

Mark Fairbairn*

 

 

Thomas B. King*

 

 

Sir John Parker*

 

 

Linda Adamany*

 

 

Philip Aiken*

 

 

Kenneth Harvey*

 

 

Maria Richter*

 

 

John Allan*

 

/s/ Colin Owyang

Colin Owyang

* By:

 

 

 

 

National Grid USA Companies’ Deferred Compensation II

Opinion of Counsel

Consent of PricewaterhouseCoopers LLP re 20-F financial statements

Powers of Attorney