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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 23137

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: 84

Description: EXH 2(B).5.1

0/3563.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/563/3*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 23137

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: 84

Description: EXH 2(B).5.1

0/3563.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/563/3*

PLAN OF DISTRIBUTION

Summary of Agreement

Subject to the terms and on the conditions contained in a dealer a

reement dated 11 Au

ust 2006 (as amended or

supplemented from time to time), between the Issuers, the Permanent Dealers and the Arranger (the “Dealer Agreement”), the

Instruments will be offered on a continuous basis by each of the Issuers to the Permanent Dealers. However, the Issuers have

reserved the ri

ht to issue Instruments directly on their own behalf to dealers which are not Permanent Dealers. The

Instruments may also be issued by each of the Issuers throu

h the Dealers, actin

as a

ents of the Issuers. The Dealer

reement also provides for Instruments to be issued in syndicated Tranches which are jointly and severally underwritten by

two or more Dealers. The commissions in respect of an issue of Instruments on a syndicated basis will be stated in the relevant

Final Terms. Each of the Issuers have a

reed to indemnify the Dealers a

ainst certain liabilities in connection with the offer and

sale of the Instruments.

Selling Restrictions

United States

The Instruments have not been and will not be re

istered under the United States Securities Act of 1933 as amended (the

“Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons

except in certain transactions exempt from the re

istration requirements of the Securities Act. Terms used in this para

raph

have the meanings given to them by Regulation S under the Securities Act.

Instruments in bearer form havin

a maturity of more than one year are subject to U.S. tax law requirements and may not be

offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions

permitted by U.S. tax re

ulations. Terms used in this para

raph have the meanin

iven to them by the U.S. Internal Revenue

Code and regulations under it.

Each Dealer has a

reed and each further Dealer appointed under the Pro

ramme will be required to a

ree that, except as

permitted by the Dealer A

reement, it will not offer, sell or deliver the Instruments of any identifiable Tranche, (a) as part of their

distribution at any time or (b) otherwise until 40 days after completion of the distribution of such Tranche as determined, and

certified to the relevant Issuer, by the Issuin

and Payin

ent, or in the case of Instruments issued on a syndicated basis, the

Lead Mana

er, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer

to which it sells Instruments durin

the distribution compliance period a confirmation or other notice settin

forth the restrictions

on offers and sales of the Instruments within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offerin

, an offer or sale of Instruments within the United States by any

dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a

“Relevant Member State”), each Dealer represents, warrants and a

rees that with effect from and includin

the date on which

the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made