0001019155-05-000173 Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement
Deposit Agreement • August 1st, 2005 • National Grid PLC • Natural gas transmission • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of January 31, 2002,____________, 2005, among NATIONAL GRID GROUP PLCPLC (F/K/A National Grid Transco plc F/K/A National Grid Group plc), a public limited company incorporated under the laws of England and Wales, with company number 2367004, to be renamed National Grid Holdings One plc (“National Grid”, herein called the Issuer until the Effective Time), NEW NATIONAL GRID PLC, a public limited company incorporated under the laws of England and Wales, with company number 4031152, to be renamed National Grid Group plc, (herein called the Issuer after the Effective Time ( herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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Exhibit BA to Deposit Agreement
National Grid PLC • August 1st, 2005 • Natural gas transmission

representing deposited Ordinary Shares (herein called "Shares") of New National Grid plc (to be renamed National Grid Group plc after the Effective Time), a public limited company incorporated under the laws of England and Wales (herein called the "Company"). At the date hereof, each American Depositary Share represents five (5) Shares which are either deposited or subject to deposit under the deposit agreement at the London, England office of The Bank of New York (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

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