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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 4225

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: 48

Description: EXH 2(B).5.1

0/2527.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/527/2*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 4225

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: 48

Description: EXH 2(B).5.1

0/2527.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/527/2*

substitute of them) by National Grid from time to time with the prior written approval of the Trustee;

“Rating Downgrade” shall be deemed to have occurred in respect of the National Grid Restructurin

Event if the

then current ratin

whether provided by a Ratin

ency at the invitation of National Grid or by its own volition

assi

ned to the Rated Securities by any Ratin

ency is withdrawn or reduced from an investment

rade ratin

(BBB- or Baa3 or their respective equivalents for the time being or better) to a non-investment

rade ratin

(BB+

or Ba1 or their respective equivalents for the time bein

or worse) or, if a Ratin

ency shall already have rated

the Rated Securities below investment

rade (as described above), the ratin

is lowered one full ratin

cate

ory;

provided that a Ratin

Down

rade otherwise arisin

by virtue of a particular reduction in ratin

shall not be

deemed to have occurred in respect of a particular National Grid Restructurin

Event if the Ratin

ency

makin

the reduction in ratin

to which this definition would otherwise apply does not announce or publicly

confirm that the reduction was the result, in whole or 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 applicable

National Grid Restructuring Event shall have occurred at the time of the Rating Downgrade);

“Relevant Accounts” means the most recent annual audited consolidated financial accounts of National Grid

and its Subsidiaries precedin

the relevant sale, transfer, lease or other disposal or dispossession of any

Disposed Asset;

“Reporting Accountants” means the auditors of National Grid (but not actin

in their capacity as auditors) or

such other firm of accountants as may be nominated by National Grid and approved in writin

by the Trustee for

the purpose or, failing which, as may be selected by the Trustee for the purpose; and

“Subsidiary” means a subsidiary within the meanin

of Section 736 of the Companies Act 1985 and

“Subsidiaries” shall be construed accordingly.

5.6.3 The Trustee shall not be responsible for ascertainin

or monitorin

whether or not the National Grid Restructurin

Event, a Ne

ative Ratin

Event or a Ratin

Down

rade in relation to National Grid has occurred and, unless and

until it has actual knowledge to the contrary, shall be entitled to assume that no such event has occurred.

5.6.4 To exercise the option of redemption of an Instrument under Condition 5.6.1 the Instrumentholder must deliver

each Instrument to be redeemed accompanied by a duly si

ned and completed notice of exercise in the form (for

the time being current) obtainable from the specified office of any Paying Agent (a “Put Notice”) and, in which

the Instrumentholder may specify an account to which payment is to be made under this Condition 5.6 to the

specified office of any Paying Agent on any business day falling within the period (the “Put Period”) of 45 days

after a Put Event Notice is

iven. The Instrument should be delivered to

ether with all Receipts and Coupons

(and Talons) appertaining thereto maturing after the date (the “Put Date”) fallin

seven days after the expiry of

the Put Period, failin

which (unless Condition 6.5.2 applies) the Payin

ent will require payment of an amount

equal to the face value of any such missin

Receipt, Coupon and/or Talon. Any amount so paid will be

reimbursed in the manner provided in Condition 6 a

ainst presentation and surrender of the relevant missin

Receipt, Coupon and/or Talon, subject to Condition 8. The Paying Agent to