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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 30071

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: 47

Description: EXH 2(B).5.1

0/2526.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/526/2*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 30071

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: 47

Description: EXH 2(B).5.1

0/2526.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/526/2*

provided that a Ne

ative Ratin

Event shall not be deemed to have occurred in respect of a particular National

Grid Restructurin

Event if the Ratin

ency declinin

to assi

n a ratin

of at least investment

rade (as

described above) does not announce or publicly confirm that its declinin

to assi

n a ratin

of at least investment

rade was the result, in whole or in part, of any event or circumstance comprised in or arisin

as a result of, or in

respect of, the applicable National Grid Restructurin

Event (whether or not the National Grid Restructurin

Event shall have occurred at the time such investment grade rating is declined);

“National Grid Restructuring Event” shall be deemed to have occurred at any time (whether or not approved by

the Board of Directors of National Grid) that the sum of Disposal Percenta

es for National Grid within any period

of 36 months commencin

on or after the issue date of the first Tranche of the Instruments is

reater than 50 per

cent.;

“National Grid Restructuring Period” means the period endin

90 days after a Public Announcement (or such

lon

er period in which the Rated Securities or Rateable Debt, as the case may be, is or are under consideration

(announced publicly within the first mentioned period) for ratin

review or, as the case may be, ratin

by a Ratin

Agency);

“Operating Profit”, in relation to any Disposed Assets, means the operatin

profits 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 directly attributable to such Disposed Assets as determined in accordance with

IFRS by reference to the Relevant Accounts and, if Relevant Accounts do not yet exist, determined in a manner

consistent with the assumptions upon which the Directors’ Report is to be based. Where the Directors of National

Grid have employed assumptions in determinin

the Operatin

Profit, those assumptions should be clearly stated

in the Directors’ Report;

“Public Announcement” means an announcement by National Grid or the Trustee, of the occurrence of the

National Grid Restructurin

Event published in a leadin

national newspaper havin

eneral circulation in the

United Kingdom (which is expected to be the Financial Times);

“Rated Securities” means the Instruments, if and for so lon

as they shall have an effective ratin

from a Ratin

Agency and otherwise any Rateable Debt which is rated by a Rating Agency; provided that if there shall be no

such Rateable Debt outstanding prior to the maturity of the Instruments, the holders of not less than one-quarter

in principal amount of outstandin

Instruments may require National Grid to obtain and thereafter update on an

annual basis a ratin

of the Instruments from a Ratin

ency. In addition, National Grid may at any time obtain

and thereafter update on an annual basis a rating of the Instruments from a Rating Agency, provided that, except

as provided above, National Grid shall not have any obligation to obtain such a rating of the Instruments;

“Rating Agency” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

and its successors or Moody’s Investors Service, Inc. and its successors or any ratin

ency substituted for

either of them (or any permitted