EXHIBIT 10(n)
AMENDMENT TO
NATIONAL GRID USA COMPANIES'
DEFERRED COMPENSATION PLAN
Pursuant to the provisions of Article V of the National Grid USA
Companies' Deferred Compensation Plan, said Plan is hereby amended effective as
of April 1, 2002 as follows:
Wherever the name National Grid Group, plc appears in the Plan it shall be
replaced with National Grid Transco, plc.
Article I is amended to read:
I. PURPOSE; EXISTING BENEFITS
The purpose of the National Grid USA Companies' Deferred Compensation
Plan, previously entitled the New England Electric Companies' Deferred
Compensation Plan, (the Plan) is to enable executives to better plan the timing
of their receipt of income by deferring compensation in accordance with Federal
tax statutes. The Plan first executed in June of 1979, has been amended on
several occasions since, including being amended and restated effective as of
the date of consummation of the merger of New England Electric System and
National Grid Group plc, in order to provide for the operation of the Plan
thereafter. Deferrals made under previous versions of the Plan are to receive
benefits under, and are controlled by, the terms of such versions unless
specifically provided otherwise under the terms of a subsequent amendment. The
Plan is being further amended effective as of April 1, 2002 to incorporate and
merge the Niagara Mohawk Holdings Inc., Deferred Compensation Plan (Niagara
Mohawk's Plan) and Niagara Mohawk Excess Benefit Plan (Benefit Plan) into the
Plan. The terms for payment of deferrals or contributions made under Niagara
Mohawk's Plan prior to April 1, 2002 shall continue to be controlled by
applicable terms of the Niagara Mohawk Plan. Otherwise, inconsistent provisions
between the Niagara Mohawk Plan and the Plan shall be controlled by the terms of
the Plan. The terms for payment under the Benefit Plan shall continue to be
controlled by the applicable terms of the Benefit Plan, but otherwise
inconsistent provisions shall be controlled by the terms of the Plan. Deferrals
made as of April 1, 2002 and thereafter will be made subject solely to the terms
of the Plan. Contributions under the Benefit Plan ceased as of January 31, 2002
as did deferrals under the Niagara Mohawk Plan.
Section 2.2.2 (b) is amended to read: "National Grid Transco, plc's shareholders
approve the sale or disposition of all or substantially all of the assets of
National Grid USA to a non-affiliated entity, or
Section 2.24 is amended to read:
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2.24 Participant means a Participant in the Incentive Compensation Plan
and the Incentive Share Plan. For deferral purposes under Section 4.01, a
Participant shall be limited to an individual who is in ICP I or ICP II
commencing with deferrals applicable to fiscal years on and after April 1, 2003.
Section 4.01 (A) is amended to read:
(A) Form of Election. A Participant may elect to defer Compensation, as
defined in Section 2.12 above, as follows:
(i) A Participant may elect to have his or her 2.12(a) Compensation
reduced by any percentage - not exceeding 15 percent.
(ii) A Participant may elect to defer any whole percentage of his/her
2.12 (b) Cash Bonus or any whole percentage of his/her 2.12(c) bonus
if awarded in cash.
(iii) A Participant may elect to defer all of his/her 2.12(b) Annual
Incentive Share Award, or all of his/her 2.12(c) bonus if awarded in
ADR's, which ADR's shall be credited as Deemed Investments.
Elections (i) (ii) and (iii) above are not exclusive and a
Participant may elect one, or any combination thereof.
Sections 4.06 (A), (B), (C), and (D) is amended for all elections including
outstanding elections under previous versions of the Plan as follows:
4.06 Payment of Balances.
(A) Election of Time of Payment.
(i) At the time of electing to defer Compensation, in accordance
with subsection 4.01(A) above, the Participant shall also
elect whether to receive payment after ten years or, in
accordance with 4.06(C), when he/she commences receipt of
benefits under the Qualified Plan
(ii) A Participant, who has previously elected to receive payments
triggered by commencement of Qualified Plan benefits under
Section 4.06(C) may request the Benefits Administrator to
approve a change in the payout schedule to either a lump sum
payment, or three, five, or ten annual payments commencing, in
the January following commencement of benefits under the
Qualified Plan or for a lump sum payment as soon as practical.
The determination of said request shall be at the Benefits
Administrator's sole discretion and shall be in accordance
with procedures established by the Benefits Administrator.
Said procedures shall provide that no
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change to the Participant's standing election(s) may occur
unless the request and approval process is completed prior to
the requesting Participant's Qualified Plan benefits
commencement date. In the event the election involves the
Benefits Administrator, the determination shall be made by the
CEO.
(B) Payments After Ten Years. If the Participant has elected payment after
ten years, the full related Participant Account balance shall be paid in a lump
sum payment as soon as practicable after the close of the tenth anniversary of
the close of the Related Plan Year.
(C) Payments at Retirement. A Participant may elect to receive payments
contingent on the date when he/she commences receiving benefits under the
Qualified Plan. If so desired, the Participant may elect to have his/her full
Account balance be paid either in (1) three, five, or ten annual payments
commencing in January of the year following commencement of Qualified Plan
benefits, or (2) in a lump sum payment in January of the year following
commencement of Qualified Plan benefits.
(D) Payments Upon Termination of Service
Regardless of the payment election previously made by the Participant,
the full Account balance of a Participant who is not Vested under the Qualified
Plan upon his/her Termination of Service shall be paid as soon as practicable
after his/her Termination of Service.
Regardless of the payment election previously made by the Participant,
following Termination of Service and prior to commencement of Qualified Plan
benefits, a Participant who is Vested in the Qualified Plan may elect to receive
as soon as practical, in lieu of any future benefits, a lump sum payment of
his/her full Account balance and the Actuarial Value of the maximum value of
future benefits from deferral units, all less 10%.
/s/ Richard P. Sergel
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Chief Executive Officer
National Grid USA
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Amendment to National Grid USA Companies'
Deferred Compensation Plan
Pursuant to the provisions of Article V of the National Grid USA
Companies' Deferred Compensation Plan, said Plan is hereby amended effective
September 1, 2003 as follows:
1. Section 2.11 is amended to read:
2.11 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:
(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;
(b) 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);
(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 Change
in Control will immediately afterwards own more than 50%
of the shares in that other company.
2. Section 2.22 is amended to read:
2.22 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:
(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;
(b) 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);
(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;
(d) 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
(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.
By: /s/ Richard P. Sergel
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Chief Executive Officer
National Grid USA
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