Statement re merger agreement

Centrica PLC
28 March 2002

28 March 2002

CENTRICA ANNOUNCES THAT FOLLOWING ENRON'S FAILURE TO OBTAIN FROM THE BANKRUPTCY
  COURT AN ORDER PROHIBITING CLAIMS OF THIRD PARTIES WITH RESPECT TO POTENTIAL
  ENRON-RELATED LIABILITIES, CENTRICA HAS INFORMED NEWPOWER THAT CENTRICA HAS
   DECIDED NOT TO WAIVE THE APPLICABLE CONDITION TO CENTRICA'S OBLIGATION TO
PURCHASE NEWPOWER SHARES IN THE TENDER OFFER; ACCORDINGLY, CENTRICA AND NEWPOWER
                 HAVE AGREED TO TERMINATE THE MERGER AGREEMENT
                                   ----------

Centrica plc (Centrica) today announced that following Enron Corp.'s (Enron)
failure to obtain from the bankruptcy court an order enjoining claims against
NewPower (NewPower) (NYSE:NPW) for any joint and several liability it
potentially may have as a result of its membership for a short time in the Enron
consolidated tax and benefits groups, which was a condition to Centrica's and
Windsor's offer under the terms of the merger agreement between Centrica,
Windsor Acquisition Corporation (Windsor), an indirect wholly owned subsidiary
of Centrica, and NewPower, dated as of 22 February, 2002, Centrica and Windsor,
after due consideration, have decided not to waive the condition.

Given the failure of this condition, Centrica and Windsor do not intend to
purchase shares of NewPower stock in the tender offer. Accordingly, Centrica and
Newpower have agreed to terminate the merger agreement.

The tender offer is scheduled to expire at midnight, New York City time, on
Thursday, March 28, 2002.

Centrica and NewPower have agreed to hold discussions to determine whether an
offer to NewPower to purchase business assets, rather than common stock would be
a viable alternative, but there is no assurance that such discussions will lead
to a transaction.

About Centrica

Since its formation in 1997, Centrica has developed into a leading provider of
energy and other essential services. In the UK, Centrica offers energy supply
and related products under the British Gas brand, roadside and financial
services from the AA, telecoms products and services through One.Tel and British
Gas and financial services from Goldfish.

The group's strategy of international expansion took a significant step forward
in August 2000 with the acquisition of Toronto based Direct Energy, North
America's largest unregulated retailer of natural gas at that time. Centrica is
also active in six states in the U.S. through the Energy America brand, which it
acquired in January 2001.

Centrica currently supplies gas to 1.3 million customers across North America
under the Direct Energy and Energy America brands, making it the largest
unregulated energy supplier. In addition, 600,000 customers have already signed
up with Direct Energy in anticipation of the opening of the Ontario electricity
market scheduled in May 2002.

In June 2001, Centrica also assumed full ownership of GreenSource Limited, a
company providing access to a network of private gas servicing and installation
contracting firms in Ontario. This was followed in January 2002 by the
announcement that it had reached agreement to acquire Enbridge Services Inc.
which more than doubled the customer base of Centrica's Canadian business.

CONTACT:

Centrica:

Investor Relations: 11-44-(0)1753 494900

Media Relations:    011-44-(0)1753 494085




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