National Grid 2008 Annual Report Download - page 90

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 2188
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: 59
Description: EXHIBIT 2(A)
0/4458.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/458/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 2188
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: 59 Description: EXHIBIT 2(A)
0/4458.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/458/4*
The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such
termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all
Receipts then outstanding if at any time 30 days shall have expired after the Depositary shall have delivered to the Company a written notice o
f
its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit
Agreement. On and after the date of termination, the Owner of a Receipt, will upon (a) surrender of such Receipt at the Corporate Trust Office
of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the Deposit Agreement,
and (c) payment of any applicable taxes or governmental charges, will be entitled to delivery, to him or upon his order, of the amount o
f
Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after
the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution o
f
dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the
Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect
thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting,
in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration o
f
one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may
thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without
liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged
from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee
of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the
Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to
indemnification, charges, and expenses.
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21. TERMINATION OF DEPOSIT AGREEMENT.