LYDIA PASTUSZEK DECEMBER 22, 2005
NATIONAL GRID USA
MICHAEL E. JESANIS - CEO
DEFERRED COMPENSATION PLAN
1. This paper seeks approval for further amending the Deferred Compensation Plan (the Plan) as necessary for
compliance with Section 409A of the Internal Revenue Code (added under the American Jobs Creation Act of
2004) and to reflect decisions made regarding Plan design since the Deferred Compensation Plan White Paper
dated February 1, 2005 (the Previous White Paper).
2. Authorization was obtained in February to modify the Plan in ways that would both deliver desirable design
features and Section 409A requirements. Since that time (in October) the Department of Treasury issued further
guidance on Section 409A in the form of proposed regulations. Further, Human Resources has undertaken the
task of implementing certain transition re-elections and design modifications for which it now seeks amending
authority and ratification of implementation.
3. The below reflects the final design that is recommended for approval, which approval is intended to supersede
any inconsistent design elements approved in the Previous While Paper.
4. Plan Year As noted in the Previous While Paper, the plan will operate on a calendar year basis for base pay
deferrals. Deferral deadlines for such deferrals as well as for other types of pay are set forth in Paragraph 9
5. Types of Pay In clarification of the Previous White Paper, pay will be deferrable as follows:
Performance Share Plan Award (grants**) All or none
* Includes Group Executive Director cash and Deferred Share Plan awards made in lieu of ICP cash and share
** Includes grants made in June 2005 and those made in future fiscal years.
Deferrals of Group Performance Share Plan awards and Group Director Deferred Share Plan awards under the
Plan will be administered to take into account the fact that those plan are subject to Section 409A.
6. Deferral duration As note