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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 52480

Name: NATIONAL GRID

Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: (212)924-5500Site: BOWNE OF NEW YORK

Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 24

Description: EXH 2(B).5.1

0/1503.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/503/1*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 52480

Name: NATIONAL GRID

Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: (212)924-5500Site: BOWNE OF NEW YORK

Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 24

Description: EXH 2(B).5.1

0/1503.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/503/1*

Instruments issued under the Pro

ramme may be represented by one or more temporary Global Instruments or permanent

Global Instruments. Such Global Instruments may be deposited with a common depositary for Euroclear and Clearstream,

Luxembour

. Except in the circumstances described in the relevant Global Instrument, investors will not be entitled to receive

definitive Instruments. Euroclear and Clearstream, Luxembour

will maintain records of the interests in the Global Instruments.

While the Instruments are represented by one or more Global Instruments, investors will be able to trade their interests only

through Euroclear or Clearstream, Luxembourg.

While Instruments are represented by one or more Global Instruments, the Issuer will dischar

e its payment obli

ations under

such Instruments by makin

payments to the common depositary for Euroclear and Clearstream, Luxembour

for distribution to

their account holders. A holder of an interest in a Global Instrument must rely on the procedures of Euroclear and Clearstream,

Luxembour

to receive payments under the relevant Instruments. The Issuer has no responsibility or liability for the records

relating to, or payments made in respect of, interests in the Global Instruments.

Holders of interests in the Global Instruments will not have a direct ri

ht to vote in respect of the relevant Instruments. Instead,

such holders will be permitted to act only to the extent that they are enabled by Euroclear or Clearstream, Luxembourg.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Instruments in the Specified Currency. This presents certain risks relatin

currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the

“Investor’s Currency”) other than the Specified Currency. These include the risk that exchan

e rates may si

nificantly chan

(including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that

authorities with jurisdiction over the Investor’s Currency may impose or modify exchan

e controls. An appreciation in the value

of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the

Instruments, (2) the Investor’s Currency equivalent value of the principal payable on the Instruments and (3) the Investor’s

Currency equivalent market value of the Instruments.

Government and monetary authorities may impose (as some have done in the past) exchan

e controls that could adversely

affect an applicable exchan

e rate. As a result, investors may receive less interest or principal than expected, or no interest or

principal.

Interest rate risks

Investment in Fixed Rate Instruments involves the risk that subsequent chan

es in market interest rates may adversely affect

the value of Fixed Rate Instruments.

Credit ratings may not reflect all risks

One or more independent credit ratin

encies may assi

n credit ratin

s to an issue of Instruments. The ratin

s may not

reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that

may affect the value of the Instruments. A credit ratin

is not a recommendation to buy, sell or hold securities and may be

revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to le

al investment laws and re

ulations, or review or re

ulation by

certain authorities. Each potential investor should consult its le

al advisers to determine whether and to what extent

(1) Instruments are legal investments for it, (2)