National Grid 2008 Annual Report Download - page 33

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 22370
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 2
Description: EXHIBIT 2(A)
0/3401.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/401/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 22370
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.A, Doc: 2, Page: 2 Description: EXHIBIT 2(A)
0/3401.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/401/3*
AMENDED AND RESTATED DEPOSIT AGREEMENT
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of August 1, 2005, among NATIONAL GRID PLC (F/K/A National
Grid Transco plc F/K/A National Grid Group plc), a public limited company incorporated under the laws of England and Wales ( herein called
the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial
Owners from time to time of American Depositary Receipts issued hereunder.
W I T N E S S E T H :
WHEREAS, the Issuer and the Depositary entered into a deposit agreement dated as of November 21, 1995, as amended and restated as o
f
October 6, 1999 (the “Original Deposit Agreement”); and
WHEREAS, the Issuer, New National Grid plc and the Depositary entered into an amended and restated deposit agreement dated as o
f
January 31, 2002 (the “Amended and Restated Deposit Agreement”) in connection with a Scheme of arrangement under Section 425 of the
Companies of Act of 1985; and
WHEREAS, the Issuer and the Depositary now wish to amend and restate the Amended and Restated Deposit Agreement in accordance
with Section 6.1 of the Amended and Restated Deposit Agreement; and
WHEREAS, the Issuer desires to provide, as hereinafter set forth in this amended and restated Deposit Agreement (the “Deposit
Agreement”), for the deposit of Shares (as hereinafter defined) of the Issuer, from time to time with the Depositary or the Custodian, for the
creation of American Depositary Shares representing the Shares (as hereinafter defined) so deposited (subject to the terms and conditions o
f
this Deposit Agreement) and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and