National Grid 2008 Annual Report Download - page 61

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 30348
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: 30
Description: EXHIBIT 2(A)
0/2429.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/429/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 30348
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: 30 Description: EXHIBIT 2(A)
0/2429.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/429/2*
respect of the Receipts, which in their respective reasonable opinions may involve them in expense or liability, unless indemnity satisfactory to
them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.
Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall be liable for any action or
nonaction by any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner or any other person believed by any of them in good faith to be competent to give such advice or information. Each of the
Depositary, the Issuer and their respective directors, employees, agents and affiliates may rely and shall be protected in acting upon any written
notice, request or direction or other document believed by such person to be genuine and to have been signed or presented by the proper party
or parties.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or
omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in
connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary.
The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the
manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.
No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
SECTION 5.4. Resignation and Removal of the Depositary.
The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such
resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.