National Grid 2008 Annual Report Download - page 62

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 36474
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: 31
Description: EXHIBIT 2(A)
0/2430.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/430/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 36474
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: 31 Description: EXHIBIT 2(A)
0/2430.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/430/2*
The Depositary may at any time be removed by the Issuer by written notice of such removal effective upon the appointment of a
successor depositary and its acceptance of such appointment as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor
depositary shall execute and deliver to its predecessor and to the Issuer an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer shall
execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer
and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners o
f
all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners.
Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act.
SECTION 5.5. The Custodians.
The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any
Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days
prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the
Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a
Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint
substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such