National Grid Group plc

15 Marylebone Road London

NW1 5JD

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United Kingdom +44 (0) 24 76423615 +44 (0) 24 76423613

www.nationalgrid.com

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Employees: 7,500

The National Grid Group plc is an international organization that creates electricity and telecommunications networks as well as energy trading networks around the world. The company was formed as part of the deregulation and privatization process that the United Kingdom began in 1989 and is responsible for the high-voltage electricity transmission network in England and Wales.

National Grid USA is a wholly owned subsidiary of National Grid Group and is based in Westboro, Mass. The unit was created in March 2000 via National Grid’s $3.2 billion acquisition of New England Electric System. National Grid also owns Narragansett Electric, Massachusetts Electric and Granite State Electric, serving more than 1.7 million customers with 35,000 miles of transmission cables. The company also has operations or joint ventures in Latin America, Europe and Africa.

Stock Information

Exchange: NYSE

Symbol: NGG

Annual meeting: July 17, 2001

Shares of common stock outstanding as of Sept. 4, 2001: 296,920,000

Stock price as of Tuesday, Sept. 4, 2001: $34.8

Market value as of Tuesday, Sept. 4, 2001: $10,392,200,000

12-month high stock price: $49

12-month low stock price: $33.09

Operating Results

(Dollars in thousands, except per-share data)

For the years ending March 31:200120001999:

Net sales: $5,525,2002,348,0002,201,800

Net income (loss):1,178,3001,468,4001,458,200

Net income (loss) per share:0.740.940.936

Total assets:3,226,4003,584,1002,539,300

Long-term obligations:5,461,0005,089,7002,444,200

Shareholders’ equity:

2001:1999:1997:

5,054,2002,839,200 NA

Directors

James Ross, 61, has served as chairman of National Grid’s board since 1999.

David Jones, 57, was appointed director of National Grid in 1995. He has been a director since 1994, becoming National Grid’s chief executive in April 1994 and its chairman in March 1996.

Stephen Box, 49, was appointed director of National Grid in August 1997. Formerly with Coopers & Lybrand, where he was a partner specializing in corporate finance. He is a director of Energis.

Charles Davies, 52, was appointed commercial director of National Grid in February 2000. He started his career in the U.K. electricity industry. Prior to the restructuring and privatization of the U.K. Electricity Supply Industry in 1990, he was head of the Economics Branch of the Central Electricity Generating Board.

Dennis Elsey, 52, was appointed finance director of National Grid in February 2000. He held senior financial positions in Rank Xerox before joining Datapoint Ltd as financial director/company secretary in 1984.

Bonnie G. Hill is president and chief executive officer of The Times Mirror Foundation, responsible for philanthropic programs and policy.

Rick Sergel, 50, was appointed director of National Grid for North America and is president, chief executive officer, and director of National Grid USA.

Roger Urwin, 54, was appointed director of National Grid in 1995. He was previously chief executive of London Electricity plc.

Alison Kay, 35, joined the company as a solicitor in legal services in March 1996 and was appointed as senior solicitor in July 1996. She was appointed as general counsel and company secretary of National Grid in February 2000.

Directors’ fees

Non-executive directors receive a fee of $36,100 with an additional $7,220 payable for committee chairmanship. The non-executive chairman receives a fee of $173,280. Non-executive fees are determined by the board subject to the limits applied by National Grid’s Articles of Association.

Top institutional holders

Duff & Phelps Investment Management, 985,000 shares; Nicholas Applegate Capital Management, 448,204 shares; Axe Houghton Associates, 135,120 shares; World Asset Management, 116,017; Alliance Capital Management, 115,000

Executive compensation

Fiscal Year20001999

David Jones$665,000$489,000

Roger Urwin$436,000$321,000

Stephen Box$455,000$348,000

Wob Gerretsen$259,000$348,000

Rick Sergel$620,000$5,000

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