EXHIBIT 10(i)
AMENDMENT
TO
SEVERANCE PROTECTION AGREEMENT
The Agreement dated March 1, 1998, between New England Electric System, a
Massachusetts business trust (the Company), and John G. Cochrane (the Executive)
is hereby amended by amending Section 6.2 to read as follows:
6.2 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the
Executive in connection with a Change in Control or a Major Transaction,
or the termination of the Executive's employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement or agreement with
the System, any Person whose actions result in a Change in Control or a
Major Transaction or any Person affiliated with the System or such Person)
(all such payments and benefits, including the Severance Payments, being
hereinafter called Total Payments) would be subject (in whole or part), to
the Excise Tax, then the Severance Payments shall be reduced to the extent
necessary so that no portion of the Total Payments is subject to the
Excise Tax (after taking into account any reduction in the Total Payments
provided by reason of section 280G of the Code in such other plan,
arrangement or agreement) if (A) the net amount of such Total Payments, as
so reduced, (and after deduction of the net amount of federal, state and
local income tax on such reduced Total Payments) is greater than (B) the
excess of (i) the net amount of such Total Payments, without reduction
(but after deduction of the net amount of federal, state and local income
tax on such Total Payments), over (ii) the amount of Excise Tax to which
the Executive would be subject in respect of such Total Payments. For
purposes of determining whether and the extent to which the Total Payments
will be subject to the Excise Tax, (i) no portion of the Total Payments
the receipt or enjoyment of which the Executive shall have effectively
waived in writing prior to the Date of Termination shall be taken in to
account, (ii) no portion of the Total Payments shall be taken into account
which in the opinion of tax counsel selected by the Company does not
constitutes a "parachute payment" within the meaning of section 280G(b)(2)
of the Code, (including by reason of section 280G(b)(4)(A) of the Code)
and, in calculating the Excise Tax, no portion of such Total Payments
shall be taken into account which constitutes reasonable compensation for
services actually rendered, within the meaning of section 280G(b)(4)(B) of
the Code, in excess of the Base Amount allocable to such reasonable
compensation, and (iii) the value of any noncash benefit or any deferred
payment or benefit included in the Total Payments shall be determined by
the Company in accordance with the principles of sections 280G(d)(3) and
(4) of the Code. Prior to the payment date set forth in Section 6.3
hereof, the Company shall provide the Executive with its calculation of
the amounts referred to in this Section and such supporting materials as
are reasonably necessary for the Executive to evaluate the Company's
calculations. If the Executive objects to the Company's calculations, the
Company shall pay to the Executive such portion of the Severance Payments
(up to 100% thereof) as the Executive determines is necessary to result in
the Executive receiving the greater of clauses (A) and (B) of this
Section.
Dated: 12/9/98
/s/ George M. Sage
--------------------------------
Chairman, Compensation Committee
/s/ John G. Cochrane
--------------------------------
Executive
Amendment to Severance Protection Agreement
This Amendment is made and entered into by and between National Grid USA,
on behalf of itself, its affiliates and subsidiaries (the Company) and John G.
Cochrane (the Executive).
WHEREAS, National Grid Group, plc the predecessor of National Grid
Transco, plc, and New England Electric System merged on March 22, 2000 (Merger).
WHEREAS, as a result of the Merger, the Executive became an employee of a
subsidiary of National Grid Group plc's subsidiary, National Grid USA;
WHEREAS, New England Electric System and the Executive entered into a
Severance Protection Agreement dated March 1, 1998 and amended on December 9,
1998 (Agreement) to which National Grid USA became the successor.
WHEREAS, as a result of the Merger, a Change in Control occurred under the
Agreement which would cause the Agreement to terminate on March 22, 2003.
WHEREAS, the parties would like to extend the term of the Agreement and
amend the Agreement, in part, to reflect these events.
NOW, THEREFORE, National Grid USA and the Executive hereby agree to amend
the Agreement as follows:
1. The Company and the Executive agree that all references to a Change in
Control, a Potential Change in Control, a Major Transaction, or a
Potential Major Transaction in the Agreement shall mean a Change in
Control, Potential Change in Control, Major Transaction or a Potential
Major Transaction that occurs after the effective date of this Amendment;
and that in order for the Executive to be eligible for benefits under the
Agreement a Potential Change in Control, Change in Control, a Potential
Major Transaction or a Major Transaction must occur after the effective
date of this Amendment.
2. Section 2. Term of Agreement shall be amended to read as follows:
This Amendment shall commence on March 15, 2003 and shall continue in
effect through March 30, 2005; provided, however, commencing on March 1,
2004 and each March 1st thereafter, the term of this Agreement shall
automatically be extended for one additional year unless, not later than
December 31st of the preceding year, the Company or the Executive shall
have given notice not to extend this Agreement or a Change in Control or a
Major Transaction shall have occurred prior to such March 1st; provided,
however, if a Change in Control or a Major Transaction shall have occurred
during the term of this Agreement, this Agreement shall continue in effect
for a period of thirty-six months beyond the month in which such Change in
Control or Major Transaction occurred.
3. Section 5.3 shall be amended to read as follows:
If the Executive's employment shall be terminated for any reason following
a Change in Control or a Major Transaction and during the term of this
Agreement, the Company shall pay to the Executive the normal
post-termination compensation and benefits due the Executive as such
payments become due. Such post-termination compensation and benefits shall
be determined under, and paid in accordance with, the System's applicable
retirement, insurance and other compensation or benefit plans, programs
and arrangements. Provided that the benefits payable to the Executive
pursuant to the National Grid USA Companies Basic Severance Plan for
Non-Union Employees or its successor and/or the National Grid USA
Companies' Executive Severance Plan or its successor (the Severance Plans)
do not exceed benefits payable to the Executive under this Agreement, the
Executive hereby waives all rights to benefits pursuant to said Severance
Plans.
4. Section 6.1 (A) shall be amended to read as follows:
(A) In lieu of any further salary payments to the Executive for periods
subsequent to the Date of Termination, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to three
times the sum of (i) the higher of the Executive's annual base
salary in effect as of the Date of Termination or in effect
immediately prior to the Change in Control or Major Transaction, and
(ii) the higher of the average amount paid to the Executive pursuant
to National Grid USA Companies' Incentive Compensation Plan and
National Grid USA Companies' Incentive Share Plan or successors of
any such plans, with respect to the three years preceding the year
in which the Date of Termination occurs or the average amount paid
with respect to the three years preceding the year in which the
Change in Control or Major Transaction occurs.
5. In Section 6.1, in the tenth line after the word "Company" add "or
National Grid Transco, plc".
6. In Sections 6.1 B, C, and D all references to "twenty-four (24) months"
shall be replaced with "thirty six (36) months".
7. Section 7.1. The last sentence of this Section shall be deleted and
replaced with the following: "Further, a Notice of Termination for Cause
is required to include a statement from the Chief Executive Officer of
National Grid USA and the Chief Executive Officer of National Grid
Transco, plc or his designee that, in the good faith opinion of the two
(after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel, to be heard) that the
Executive was guilty of conduct set forth in clause (i) or (ii) of the
definition of Cause set forth in Section 15D of the Agreement. Said
statement shall specify the particulars thereof in detail.
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8. Section 10. Notices. The Company address shall read:
To the Company:
National Grid USA Service Company, Inc.
25 Research Drive
Westborough, MA 01582-0099
Attn: Sr. Vice President Human Resources
9. Section 15. Definitions. The following definitions shall be amended as
follows:
(B) "Beneficial Owner" - deleted.
(C) "Board" or "Board of Directors of the Company" - All
references to "Board" or "Board of Directors" shall be
replaced with Chief Executive Officer of National Grid USA and
Chief Executive Officer of National Grid Transco, plc, or his
designee unless otherwise specified in this Amendment.
(E) A Change in Control shall be deemed to have occurred if the
conditions set forth in any of the following sections have
been satisfied:
(a) any person or persons in concert obtains Control (as defined
in Section 840 of the United Kingdom's Income and Corporation
Taxes Act 1988) of National Grid Transco, plc as a result of
making a general offer to acquire shares in National Grid
Transco, plc or having obtained Control, makes such an offer;
or
(b) the consummation of the sale or disposition by National Grid
Transco, plc of all or substantially all of the assets of
National Grid USA to a non-affiliated entity; or
(c) the complete liquidation, dissolution or winding up of
National Grid Transco, plc and/or of National Grid USA; or
(d) the acquisition by National Grid Transco, plc or National Grid
USA or their successors of all or substantially all of the
assets of or ownership of all or substantially all of the
outstanding shares of a U.S. electric and/or gas utility
company which would increase the size or revenues of National
Grid USA by 25% or more.
A Change in Control shall not be deemed to have occurred
if the events referred to above are part of an arrangement ("a
Reorganization") which will mean that National Grid Transco,
plc and/or National grid USA will be under the Control of
another company or the business of National Grid Transco, plc
is carried on by another company, and the persons who owned
the shares in National Grid Transco, plc immediately before
the
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Change in Control will immediately afterwards own more than
50% of the shares in that other company.
(G) "Company" shall mean National Grid USA and any successor to
its business and/or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise.
(O) "Good Reason" - delete (I) "the assignment to the Executive of
duties substantially inconsistent with the Executive's status
as an executive officer of the system" and all references
thereto.
(P) A Major Transaction shall be deemed to have occurred if the
conditions set forth in any one of the following sections
shall have been satisfied:
(a) any person becomes bound or entitled to acquire shares
in National Grid Transco, plc under Sections 428 to 430F
of the United Kingdom's Companies Act 1985, or a scheme
of arrangement or compromise under Section 425 of the
United Kingdom's Companies Act 1985 is proposed for
National Grid Transco, plc, or
(b) National Grid Transco, plc shareholders approve the sale
or disposition of all or substantially all of the assets
of National Grid USA to a non-affiliated entity, or
(c) National Grid Transco, plc passes a resolution for
voluntary winding up, or an order is made for the
compulsory winding up of National Grid Transco, plc
and/or National Grid USA, or
(d) the shareholders of National Grid Transco, plc, approve
an event the consummation of which would result in the
occurrence of a Change in Control, or
(e) the Board of Directors of National Grid Transco, plc
adopts a resolution that, for purposes of this
Agreement, a Major Transaction has occurred.
A Major Transaction shall not be deemed to have
occurred if the events referred to above are part of an
arrangement ("a Reorganization") which will mean that
National Grid Transco, plc and/or National Grid USA will
be under the Control of another company or the business
of National Grid Transco, plc is carried on by another
company, and the persons who owned the shares in
National Grid Transco, plc immediately before the series
of transactions are consummated will immediately after
consummation own more than 50% of the shares in that
other company.
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(Q) "NEES Companies" - All references to "NEES Companies"
shall be replaced with "National Grid USA Companies,
collectively".
(R) "NEES Company" - All references to "NEES Company" shall
be replaced with "National Grid USA company".
(U) "Person" - Shall have the meaning set forth in
Definition 15 (E) (a) of this Amendment.
(V) "Potential Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(I) The Company or National Grid Transco, plc enters
into an agreement, the consummation of which would
result in the occurrence of a Change in Control;
(II) The Company, National Grid Transco, plc or any
Person publicly announces an intention to take or
to consider taking actions which, if consummated,
would constitute a Change in Control;
(III) any Person who, directly or indirectly has or
obtains an ownership interest in securities of
National Grid Transco, plc or its successor
representing 10% or more of the combined voting
power of National Grid Transco, plc's then
outstanding securities, increases such ownership
of such securities, including options exercisable
within 60 days thereof, by 5% or more over the
percentage so owned by such Person on the date
hereof.
A Potential Change in Control shall not be deemed
to have occurred if the events referred to above
are part of an arrangement ("a Reorganization")
which will mean that National Grid Transco, plc
and/or National Grid USA will be under the control
of another company or the business of National
Grid Transco, plc is carried on by another
company, and the persons who owned the shares in
National Grid Transco, plc immediately before the
series of transactions are consummated will
immediately after consummation own more than 50%
of the shares in that other company.
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(W) "Potential Major Transaction" shall be deemed to have
occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(i) the Company enters into an agreement, the
consummation of which would result in the
occurrence of a Major Transaction;
(ii) The Company or any Person publicly announces an
intention to take or consider taking actions
which, if consummated, would constitute a Major
Transaction; or
(iii) the Board of Directors of National Grid Transco,
plc adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Major
Transaction has occurred.
(Z) "System" shall mean the "Company" and the "National Grid
USA Companies", collectively.
This Amendment supersedes the Agreement in so far as it conflicts with any terms
and conditions of the Agreement. All other terms and conditions of the Agreement
remain unchanged.
National Grid USA
By: /s/ Richard P. Sergel
------------------------------
Chief Executive Officer
Date:
By: /s/ John G. Cochrane
------------------------------
John G. Cochrane
Date:
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Amendment to Severance Protection Agreement
The Severance Protection Agreement dated March 1, 1998 and amended on
December 9, 1998 between John G. Cochrane (the Executive) and New England
Electric System (the Agreement), amended effective as of March 15, 2003 by
National Grid USA and the Executive, is hereby amended effective September 1,
2003 as follows:
1. Section 7.1. The last sentence of this Section shall be deleted and
replaced with the following: "Further, a Notice of Termination for
Cause is required to include a statement from the Chief Executive
Officer of National Grid USA and the Chief Executive Officer of
National Grid Transco plc or his designee, that, in the good faith
opinion of the two (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's
counsel, to be heard) that the Executive was guilty of conduct set
forth in clause (i) or (ii) of the definition of Cause set forth in
Section 15 (D) of this Amendment. Said statement shall specify the
particulars thereof in detail.
2. Section 15. Definitions. The Definitions shall read as follows:
(A) "Beneficial Owner" - delete.
(B) "Base Amount" shall have the meaning defined in Section 280 G
(b) (3) of the Code.
(C) "Board" or "Board of Directors of the Company" - all
references to "Board" or "Board of Directors" shall be
replaced with Chief Executive Officer of National Grid USA and
Chief Executive Officer of National Grid Transco plc, or his
designee, unless otherwise specified in this Amendment.
(D) "Cause" for termination by the Employer of the Executive's
employment, after any Change in Control or Major Transaction,
shall mean (i) the willful and continued failure by the
Executive to substantially perform the Executive's duties with
the System (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or
any such actual or anticipated failure after the issuance of a
Notice of Termination for Good Reason by the Executive
pursuant to Section 7.1 of the Agreement and this Amendment)
after a written demand for substantial performance is
delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes
that the Executive has not substantially performed the
Executive's duties, or (ii) the willful engaging by the
Executive in conduct which is demonstrably
and materially injurious to the System, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this
definition, no act, or failure to act, on the Executive's part
shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the
best interest of the System.
(E) A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any of the following paragraphs shall
have been satisfied:
(I) any Person or Persons in concert obtains Control (as
defined in Section 840 of the United Kingdom's Income
and Corporation Taxes Act 1988) of National Grid Transco
plc as a result of making a general offer to acquire
shares in National Grid Transco plc or having obtained
Control, makes such an offer;
(II) the consummation of the sale or disposition by National
Grid Transco plc of National Grid USA to a
non-affiliated entity (whether by merger, sale of all or
substantially all of the capital stock or assets of
National Grid USA or otherwise);
(III) the complete liquidation, dissolution or winding up of
National Grid Transco plc and/or of National Grid USA;
or
(IV) the acquisition by National Grid Transco plc or National
Grid USA or their successors of all or substantially all
of the assets of or ownership of all or substantially
all of the outstanding shares of a U.S. electric and/or
gas utility company which would increase the size or
revenues of National Grid USA by 25% or more.
A Change in Control shall not be deemed to have
occurred if the events referred to above are part of an
arrangement ("a Reorganization") which will mean that
National Grid Transco plc and/or National grid USA will
be under the Control of another company or the business
of National Grid Transco plc is carried on by another
company, and the Persons who owned the shares in
National Grid Transco plc immediately before the Change
in Control will immediately afterwards own more than 50%
of the shares in that other company.
(F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
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(G) "Company" shall mean National Grid USA and any successor to
its business and/or assets which assumes and agrees to perform
the Agreement by operation of law, or otherwise.
(H) "Date of Termination" shall have the meaning stated in Section
7.2 of the Agreement.
(I) "Disability" shall be deemed the reason for the termination by
the Employer of the Executive's employment, if, as a result of
the Executive's incapacity due to physical or mental illness,
the Executive shall have been absent from the full-time
performance of the Executive's duties with the System for a
period of six consecutive months, the Company shall have given
the Executive a Notice of Termination for Disability, and,
within thirty days after such Notice of Termination is given,
the Executive shall not have returned to the full-time
performance of the Executive's duties.
(J) "Disability Insurance Plan" shall mean the Company Disability
Insurance Plan or any successor thereto.
(K) "Employer" shall mean the National Grid USA company by which
the Executive is employed at the time of termination.
(L) "Exchange Act" - delete.
(M) "Excise Tax" shall mean any excise tax imposed under Section
4999 of the Code.
(N) "Executive" shall mean the individual named in the first
paragraph of this Amendment.
(O) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the
Executive's express written consent) of any one of the
following acts by the System, or failures by the System to
act, unless, in the case of any act or failure to act
described in paragraph (V), (VI) or (VII) below, such act or
failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect
thereof:
(I) delete.
(II) a reduction in the Executive's annual base salary as in
effect on the date hereof or as the same may be
increased from time to time;
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(III) requiring the Executive to be based at a location more
than 100 miles from the town of Westborough,
Massachusetts, except for required travel on the
System's business to an extent substantially consistent
with the Executive's present business travel
obligations;
(IV) the failure by the Employer, to pay to the Executive any
portion of the Executive's compensation within seven
days of the date such compensation is due;
(V) the failure by the System to continue in effect any
compensation plan in which the Executive participates
immediately prior to the Change in Control or the Major
Transaction which is material to the Executive's total
compensation, including but not limited to National Grid
USA Companies' Incentive Compensation Plan, National
Grid USA Companies' Incentive Share Plan, National Grid
USA Companies' Deferred Compensation Plan and National
Grid USA Companies' Executive Supplemental Retirement
Plan or any substitute plans adopted prior to the Change
in Control or Major Transaction, unless an equitable
arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such
plan, or the failure by the System to continue the
Executive's participation therein (or in such substitute
or alternative plan) on a basis not substantially less
favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation
relative to other participants, as existed at the time
of the Change in Control or Major Transaction;
(VI) the failure by the System to continue to provide the
Executive with benefits substantially similar to those
enjoyed by the Executive under any of the System's
pension, life insurance, medical, health and accident,
or disability plans in which the Executive was
participating at the time of the Change in Control or
the Major Transaction, the taking of any action by the
System which would directly or indirectly materially
reduce any of such benefits or deprive the Executive of
any material fringe benefit enjoyed by the Executive at
the time of the Change in Control or Major Transaction,
or the failure by the Employer to provide the Executive
with the number of paid vacation days to which the
Executive is entitled on the basis of years of service
with the National Grid USA companies in accordance with
the
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Employer's normal vacation policy in effect at the time
of the Change in Control or Major Transaction; or
(VII) any purported termination of the Executive's employment
which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7.1
of the Agreement and this Amendment; for purposes of the
Agreement, no such purported termination shall be
effective.
The Executive's right to terminate the Executive's
employment for Good Reason shall not be affected by the
Executive's incapacity due to physical or mental
illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with
respect to, any act or failure to act constituting Good
Reason hereunder.
(P) "A Major Transaction" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs
shall have been satisfied:
(I) any Person becomes bound or entitled to acquire shares
in National Grid Transco plc under Sections 428 to 430F
of the United Kingdom's Companies Act 1985, or a scheme
of arrangement or compromise under Section 425 of the
United Kingdom's Companies Act 1985 is proposed for
National Grid Transco plc;
(II) National Grid Transco plc shareholders, National Grid
USA's shareholders and/or the Board of Directors of
National Grid USA approve the sale of National Grid USA
to a non-affiliated entity (whether by merger, sale of
all or substantially all of the capital stock or assets
of National Grid USA, or otherwise);
(III) National Grid Transco plc passes a resolution for
voluntary winding up, or an order is made for the
compulsory winding up of National Grid Transco plc
and/or National Grid USA;
(IV) the shareholders of National Grid Transco plc, the
shareholders of National Grid USA and/or the Board of
Directors of National Grid USA approve an event the
consummation of which would result in the occurrence of
a Change in Control; or
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(V) the Board of Directors of National Grid Transco plc
adopts a resolution that, for purposes of this
Agreement, a Major Transaction has occurred.
A Major Transaction shall not be deemed to have
occurred if the events referred to above are part of an
arrangement ("a Reorganization") which will mean that
National Grid Transco plc and/or National Grid USA will
be under the Control of another company or the business
of National Grid Transco plc is carried on by another
company, and the Persons who owned the shares in
National Grid Transco plc immediately before the series
of transactions are consummated will immediately after
consummation own more than 50% of the shares in that
other company.
(Q) "NEES Companies" - all references to "NEES Companies" shall be
replaced with "National Grid USA companies, collectively".
(R) "NEES Company" - all references to "NEES Company" shall be
replaced with "National Grid USA company".
(S) "Notice of Termination" shall have the meaning stated in
Section 7.1 of the Agreement and this Amendment.
(T) "Pension Plan" shall mean each of the plans and agreements
listed in Attachment A to the Agreement.
(U) "Person" shall mean any individual, corporation, partnership,
trust, unincorporated association, business or other legal
entity, and any government or any governmental agency or
political subdivision thereof.
(V) A "Potential Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(I) the Company or National Grid Transco plc enters into an
agreement, the consummation of which would result in the
occurrence of a Change in Control;
(II) the Company, National Grid Transco plc or any Person
publicly announces an intention to take or to consider
taking actions which, if consummated, would constitute a
Change in Control;
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(III) any Person who is not, as of the date hereof, the owner,
directly or indirectly, of securities constituting 10%
or more of the combined voting power of all of the
outstanding voting securities of National Grid Transco
plc or any successor thereof (a "10% Holder") becomes a
10% Holder;
(IV) any Person who is, as of the date hereof, a 10% Holder,
acquires (whether in a single transaction or a series of
transactions), directly or indirectly, additional
securities constituting 5% or more of the combined
voting power of all of the outstanding voting securities
of National Grid Transco plc or any successor thereof
(for purposes hereof, a Person who, as of any particular
date, holds, directly or indirectly, options to purchase
securities that are exercisable within 60 days of such
date shall be deemed to own such securities as of such
date); or
(V) the Board of Directors of National Grid Transco plc
adopts a resolution to the effect, that for purposes of
this Agreement, a potential Change in Control has
occurred.
A Potential Change in Control shall not be deemed to
have occurred if the events referred to above are part
of an arrangement ("a Reorganization") which will mean
that National Grid Transco plc and/or National Grid USA
will be under the control of another company or the
business of National Grid Transco plc is carried on by
another company, and the Persons who owned the shares in
National Grid Transco plc immediately before the series
of transactions are consummated will immediately after
consummation own more than 50% of the shares in that
other company.
(W) A "Potential Major Transaction" shall be deemed to have
occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(I) the Company enters into an agreement, the consummation
of which would result in the occurrence of a Major
Transaction;
(II) the Company or any Person publicly announces an
intention to take or consider taking actions which, if
consummated, would constitute a Major Transaction; or
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(III) the Board of Directors of National Grid Transco
plc adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Major
Transaction has occurred.
(X) "Retirement" shall be deemed the reason for the
termination by the Employer or the Executive of the
Executive's employment if such employment is terminated
in accordance with the Employer's written mandatory
retirement policy, if any, as in effect immediately
prior to the Change in Control or Major Transaction, or
in accordance with any retirement arrangement
established with the Executive's written consent with
respect to the Executive.
(Y) "Severance Payments" shall mean those payments described
in Section 6.1 of the Agreement and this Amendment.
(Z) "System" shall mean the Company and the National Grid
USA companies, collectively.
(AA) "Total Payments" shall mean those payments described in
Section 6.2 of the Agreement.
This Amendment supersedes the Agreement and the March 15, 2003 Amendment
in so far as it conflicts with any terms and conditions of the Agreement and/or
the March 15, 2003 Amendment. All other terms and conditions of the Agreement
and the March 15, 2003 Amendment remain unchanged.
National Grid USA
By: /s/ Richard P. Sergel
------------------------------
Chief Executive Officer
By: /s/ John G. Cochrane
------------------------------
John G. Cochrane
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