Scheme of arrangement

National Grid Group PLC
17 October 2002

                 Lattice Group plc and National Grid Group plc

          Scheme of Arrangement in relation to the proposed merger of
                 Lattice Group plc with National Grid Group plc

Lattice Group plc ('Lattice') and National Grid Group plc ('National Grid') are
pleased to announce that at a hearing today, the High Court sanctioned without
modification the Scheme of Arrangement between Lattice and its shareholders (the
'Scheme') pursuant to which the merger with National Grid (the 'Merger') is to
be implemented.

As previously announced, National Grid and Lattice expect to implement the
Scheme and complete the Merger on 21 October 2002. The last day of dealings in
Lattice Shares will be 18 October 2002. Upon completion of the Merger, Lattice
will become a wholly-owned subsidiary of National Grid which will change its
name to National Grid Transco plc.

In accordance with the Scheme, Lattice shareholders will, upon completion of the
Merger, receive 0.375 of a New National Grid Transco Share for each Lattice
Share held at 6.00 pm on 18 October 2002. Fractional entitlements to a New
National Grid Transco Share will not be issued to Lattice Shareholders but will
be aggregated, sold in the market and the relevant proceeds distributed to
Lattice Shareholders, pro rata to their fractional entitlements.

Dealings in the New National Grid Transco Shares issued pursuant to the Scheme
are expected to commence on the London Stock Exchange under the name of National
Grid Transco plc and the symbol 'NGT' at 8.00 a.m. on 21 October 2002. National
Grid ADSs will trade on the New York Stock Exchange under the name of National
Grid Transco plc and the symbol 'NGG'.

Terms used in this announcement shall have the same meaning as in the respective
Circulars circulated by National Grid to its shareholders and by Lattice to its
shareholders, in both cases dated 14 June 2002.

Enquiries:
Lattice                                                     National Grid

Investor Relations:                                         Investor Relations:
Gary Rawlinson 44 (0) 20 7389 3218                          Marcy Reed 44 (0) 20 7312 5779
                                                            Terry McCormick 44 (0) 20 7312 5785
                                                            Louise Clamp 44 (0) 20 7312 5783
                                                            Bob Seega (1) 508 389 2598
Media Relations:
Gillian Home 44 (0) 20 7389 3212
Jim Willison 44 (0) 20 7389 3213
                                                            Media Relations:
                                                            Clive Hawkins 44 (0) 20 7312 5757

The Maitland Consultancy
Angus Maitland 44 (0) 20 7379 5151
                                                            Citigate Dewe Rogerson
                                                            Anthony Carlisle 44(0) 20 7638 9571




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