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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 41976

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: 41

Description: EXH 2(B).5.1

0/1520.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/520/1*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 41976

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: 41

Description: EXH 2(B).5.1

0/1520.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/520/1*

(i) in relation to a payment of principal or interest in respect of such Instrument other than upon final redemption of

such Instrument, the principal or interest (as the case may be) next payable after the date of such subsequent

publication shall be increased or reduced, as the case may be, by an amount equal to the shortfall or excess, as

the case may be, of the amount of the relevant payment made on the basis of the Index Fi

ure applicable by

virtue of Condition 4.3(ii)(2) or Condition 4.3(iii)(2) below or above the amount of the relevant payment that would

have been due if the Index Fi

ure subsequently published had been published on or before the fourteenth

business da

before the date for

ment; and

(ii) in relation to a payment of principal or interest upon final redemption, no subsequent adjustment to amounts paid

will be made.

4.5 Cessation of or Fundamental Chan

es to the Index

(i) If (1) the Trustee has been notified by the Calculation A

ent that the Index has ceased to be published or (2) any

chan

e is made to the covera

e or the basic calculation of the Index which constitutes a fundamental chan

which would, in the opinion of (A) the Issuer be materially prejudicial to the interests of the Issuer, or (B) the

Trustee (actin

solely on the advice of the Indexation Adviser), be materially prejudicial to the interests of the

Instrumentholders, the Trustee will

ive written notice of such occurrence to the Issuer in the case of (B), and the

Issuer and the Trustee (actin

solely on the advice of the Indexation Adviser) to

ether shall seek to a

ree for the

purpose of the Instruments one or more adjustments to the Index or a substitute index (with or without

adjustments) with the intention that the same should leave the Issuer and the Instrumentholders in no better and

no worse position than they would have been had the Index not ceased to be published or the relevant

fundamental chan

e not been made.

(ii) If the Issuer and the Trustee (actin

solely on the advice of the Indexation Adviser) fail to reach a

reement as

mentioned above within 20 business days followin

the

ivin

of notice as mentioned in para

raph (i), a bank or

other person in London shall be appointed by the Issuer and the Trustee or, failin

reement on and the makin

of such appointment within 20 business days followin

the expiry of the 20 day period referred to above, by the

Trustee (actin

solely on the advice of the Indexation Adviser) (in each case, such bank or other person so

appointed being referred to as the “Expert”), to determine for the purpose of the Instruments one or more

adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same

should leave the Issuer and the Instrumentholders in no better and no worse position than they would have been

had the Index not ceased to be published or the relevant fundamental chan

e not been made. Any Expert so

appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of

any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be

borne by the Issuer.

(iii) The Index shall be adjusted or replaced by a substitute index as a

reed by the Issuer and the Trustee (actin

solely on the advice of the Indexation Adviser) or as determined by the Expert pursuant to the fore

oin

para

raphs, as the case may be, and references in these Conditions to the Index and to any Index Fi

ure shall

be deemed amended in such manner as the Trustee (actin

solely on the advice of the Indexation Adviser) and

the Issuer agree are appropriate to give effect to such