National Grid 2008 Annual Report Download - page 89

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 47636
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: 58
Description: EXHIBIT 2(A)
0/4457.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/457/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 47636
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: 58 Description: EXHIBIT 2(A)
0/4457.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/457/4*
them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out o
f
acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of the Receipts, as the same may be amended,
modified, or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the
Deposit Agreement.
The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, effective upon the
appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary
in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or
custodians.
The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary without the consent of Owners or Beneficial Owners of Receipts in any respect which
they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other
governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners (other than the modification of voting procedures as provided in paragraph 16
hereof) of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such
amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and
receive therefor the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.
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19. RESIGNATION AND REMOVAL OF THE DEPOSITARY.
20. AMENDMENT.