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BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 24228

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.6.1, Doc: 6, Page: 69

Description: EXH 2(B).6.1

0/1673.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/673/1*

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: 24228

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.6.1, Doc: 6, Page: 69

Description: EXH 2(B).6.1

0/1673.00.00.00Y59930BNY

[E/O] EDGAR 2 *Y59930/673/1*

For purposes of this discussion, “United States Alien” means any corporation, partnership, individual or fiduciary estate or trust

that, for U.S. federal income tax purposes, is (i) a forei

n corporation, (ii) a forei

n partnership all of whose partners are United

States Aliens, (iii) a non-resident alien individual or (iv) a forei

n estate or trust all of whose beneficiaries are United States

Aliens .

Backup Withholding and Information Reporting

Payments of principal, OID and interest on Instruments made outside the United States to a United States Alien by a non-U.S.

payer will not be subject to information reporting and backup withholding.

In addition, except as provided in the followin

sentence, if principal, OID or interest payments are collected outside the United

States on behalf of a beneficial owner of an Instrument by a forei

n office of a custodian, nominee or other a

ent who is not a

U.S. Controlled Person, (as defined below), the custodian, nominee or other a

ent will not be required to apply backup

withholdin

to these payments when remitted to the beneficial owner and will not be subject to information reportin

. However,

if the custodian, nominee or other a

ent is a U.S. Controlled Person, payments collected by its United States or forei

n office

may be subject to information reportin

and backup withholdin

unless the custodian, nominee or other a

ent has in its records

documentary evidence that the beneficial owner is not a U.S. person or is otherwise exempt from information reportin

, and it

has no actual knowled

e or reason to know that any of the information or certifications associated with this documentation is

incorrect.

Payments on the sale, exchan

e or other disposition of an Instrument made to or throu

h a forei

n office of a broker will

enerally not be subject to information reportin

or backup withholdin

. However, if the broker is a U.S. Controlled Person,

payments on the sale, exchan

e or other disposition of the Instrument made to or throu

h a United States or forei

n office of

the broker will be subject to information reportin

unless the beneficial owner has furnished the broker with documentation upon

which the broker can rely to treat the payment as made to a beneficial owner that is a forei

n person, and the broker has no

actual knowledge or reason to know that any of the information or certifications associated with this documentation is incorrect.

For purposes of this discussion, a “U.S. Controlled Person” means (i) a U.S. person (as defined in the Code), (ii) a controlled

foreign corporation for U.S. federal income tax purposes, (iii) a foreign person 50

(iv) in the case of Instruments with a maturity of more than 183 days, (a) actually or constructively ownin

or havin

owned 10 per cent. or more of the total combined votin

power of all classes of stock of the Issuer entitled to vote or

(

)

bein

a controlled forei

n cor

oration related to the Issuer throu

h stock ownershi

(c) An Instrument or coupon held by an individual who is a United States Alien at the time of death will not be subject to U.S.

federal estate tax as a result of the individual’s death if (i) at the time of the individual’s death payments with respect to the

Instrument would not have been effectively connected with a U.S. trade or business of the individual, and (ii) with respect

to Instruments with a maturity of more than 183 days, (A) the holder does not own, actually or constructively, 10 per cent.

or more of the total combined votin

power of all classes of stock of the Issuer entitled to vote, and (B) the Instrument

does not provide for any Contingent Payments.

(d) A beneficial owner of an Instrument or coupon that is a United States Alien will not be required to disclose its nationality,

residence, or identity to the Issuer, a payin

ent, or any U.S.

overnmental authority in order to receive payment on the

Instrument or coupon from the Issuer or a payin

ent outside the United States (althou

h the beneficial owner of an

interest in the temporary Global Instrument will be required to provide a Certificate of Non-U.S. Beneficial Ownership to

Euroclear or Clearstream, Luxembour

in order to receive a beneficial interest in a Permanent Global Instrument or

Definitive Instruments and coupons and interest thereon, as described in “Summary of Provisions Relatin

to the

Instruments while in Global Form

—

Exchan

e”

)