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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 51699

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: 66

Description: EXH 2(B).5.1

0/1545.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/545/1*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 51699

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: 66

Description: EXH 2(B).5.1

0/1545.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/545/1*

the permanent Global Instrument

ivin

notice to the Issuin

and Payin

ent within the time limits relatin

to the deposit of

Instruments with a Payin

ent set out in the Conditions substantially in the form of the notice available from any Payin

ent statin

the nominal amount of Instruments in respect of which the option is exercised and at the same time, where the

permanent Global Instrument is a CGN, presentin

the permanent Global Instrument for notation. Where the Global Instrument

is an NGN, the Issuer shall procure that details of such exercise shall be entered pro rata in the records of the relevant clearin

system and the nominal amount of the Instruments recorded in those records will be reduced accordingly.

14 NGN nominal amount

Where the Global Note is a NGN, the Issuer shall procure that any exchan

e, payment, cancellation, exercise of any option or

any ri

ht under the Instruments, as the case may be, in addition to the circumstances set out above shall be entered in the

records of the relevant clearin

systems and upon any such entry bein

made, in respect of payments of principal, the nominal

amount of the Instruments represented by such Global Instrument shall be adjusted accordingly.

15 Trustee’s Powers

In considerin

the interests of Instrumentholders while any Global Instrument is held on behalf of a clearin

system, the

Trustee may have re

ard to any information provided to it by such clearin

system or its operator as to the identity (either

individually or by cate

ory) of its accountholders with entitlements to such Global Instrument and may consider such interests

as if such accountholders were the holders of the Instruments re

resented b

such Global Instrument.

16 Events of Default

Each Global Instrument provides that the Trustee, at its discretion, may, and if so requested by holders of at least one-quarter

in nominal amount of the Instruments then outstandin

or if so directed by an Extraordinary Resolution, shall cause such

Global Instrument to become due and repayable in the circumstances described in Condition 9 by statin

in the notice to the

relevant Issuer the principal amount of such Global Instrument which is becomin

due and repayable. If principal in respect of

any Instrument is not paid when due, only the Trustee may enforce the ri

hts of the Instrumentholders a

ainst such Issuer

under the terms of the Trust Deed unless the Trustee, havin

become bound to proceed, fails to do so within a reasonable

time and such failure is continuin

17 Notices

So lon

as any Instruments are represented by a Global Instrument and such Global Instrument is held on behalf of a clearin

system, notices to the holders of Instruments of that Series may be

iven by delivery of the relevant notice to that clearin

system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by

delivery of the relevant notice to the holder of the Global Instrument.

18 Partl

Paid Instruments

The provisions relatin

to Partly Paid Instruments are not set out in this Prospectus, but will be contained in the relevant Final

Terms and so in the Global Instruments. While any instalments of the subscription moneys due from the holder of Partly Paid

Instruments are overdue, no interest in a Global Instrument representin

such Instruments may be exchan

ed for an interest in

a permanent Global Instrument or for Definitive Instruments (as the case may be). If any Instrumentholder fails to