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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 9835

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: 46

Description: EXH 2(B).5.1

0/3525.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/525/3*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 9835

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: 46

Description: EXH 2(B).5.1

0/3525.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/525/3*

National Grid shall give notice to the Trustee of the identity of the Reporting Accountants;

“Consolidated Operating Profit” means the consolidated operatin

profit on ordinary activities before tax and

interest and before takin

account of depreciation and amortisation of

oodwill and re

ulatory assets (for the

avoidance of doubt, exceptional items, as reflected in the Relevant Accounts shall not be included) of National

Grid and its subsidiaries (includin

any share of operatin

profit of associates and joint ventures) determined in

accordance with International Financial Reporting Standards (“IFRS”) by reference to the Relevant Accounts;

“Directors’ Report” means a report prepared and si

ned by two directors of National Grid addressed to the

Trustee settin

out the Operatin

Profit, the Consolidated Operatin

Profit and the Disposal Percenta

e and

stating any assumptions which the Directors of National Grid have employed in determining the Operating Profit;

“Disposal Percentage” means, in relation to a sale, transfer, lease or other disposal or dispossession of any

Disposed Assets, the ratio of (a) the a

ate Operatin

Profit to (b) the Consolidated Operatin

Profit,

expressed as a percentage;

“Disposed Assets” means, where National Grid and/or any of its Subsidiaries sells, transfers, leases or

otherwise disposes of or is dispossessed by any means (but excludin

sales, transfers, leases, disposals or

dispossessions which, when taken to

ether with any related lease back or similar arran

ements entered into in

the ordinary course of business, have the result that Operatin

Profit directly attributable to any such undertakin

property or assets continues to accrue to National Grid or, as the case may be, such Subsidiary), otherwise than

to a wholly-owned Subsidiary of National Grid or to National Grid, of the whole or any part (whether by a sin

transaction or by a number of transactions whether related or not) of its undertakin

or (except in the ordinary

course of business of National Grid or any such Subsidiary) property or assets, the undertakin

, property or

assets sold, transferred, leased or otherwise disposed of or of which it is so dispossessed;

“Negative Rating Event” shall be deemed to have occurred if either (a) National Grid does not, either prior to or

not later than 21 days after the relevant National Grid Restructurin

Event, seek, and thereupon use all

reasonable endeavours to obtain, a ratin

of the Instruments or any other unsecured and unsubordinated debt of

National Grid having an initial maturity of five years or more (“Rateable Debt”) from a Ratin

ency or (b) if

National Grid does so seek and use such endeavours, it is unable, as a result of such National Grid Restructurin

Event, to obtain such a rating of at least investment grade (BBB- or Baa3 or their respective equivalents for the

time being),

agreed to provide Accountants’ Reports on such other terms as National Grid and the Trustee shall approve. If

National Grid, havin

used reasonable endeavours, is unable to procure that there shall at the relevant time be

Reportin

Accountants who have entered into an en

ement letter complyin

with (i) above, the Trustee may

rely on an Accountants’ Report which contains a limit on the liability of the Reportin

Accountants by reference to

a monetar

or otherwise.

Investors should be aware that the en

ement letter may contain a limit on the liability of the Reportin

Accountants which ma

act on the interests of Instrumentholders.