National Grid 2008 Annual Report Download - page 88

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 42036
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: 57
Description: EXHIBIT 2(A)
0/2456.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/456/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 42036
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: 57 Description: EXHIBIT 2(A)
0/2456.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/456/2*
employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by reason of any non- performance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Where, by the terms o
f
a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the
Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose o
f
such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make
such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary, nor any of their
respective directors, employees, agents or affiliates assume any obligation nor shall any of them be subject to any liability under the Deposit
Agreement to Owners or Beneficial Owners of Receipts, except that they agree to perform their obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the
Deposited Securities. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be
under any obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect
of the Receipts, which in their respective reasonable opinions may involve them in expense or liability, unless indemnity satisfactory to it
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 Company
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 Beneficial Owner of a
Receipt, 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 Company 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 a 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. The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold
each of
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