EXHIBIT
2(a)
 
 NATIONAL GRID PLC
 AND
 THE BANK OF NEW YORK
 As Depositary
 AND
 OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY
RECEIPTS
 Amended and Restated Deposit Agreement
 Dated as of August 1, 2005




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AMENDED AND RESTATED DEPOSIT AGREEMENT
 AMENDED AND RESTATED DEPOSIT AGREEMENT
 W I T N E S S E T H
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS




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WHEREAS
 NOW, THEREFORE
 ARTICLE 1. DEFINITIONS.
  American Depositary Shares.
  Article; Section.
  Beneficial Owner.




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Commission.
  Consultation.
  Custodian.
  Deposit Agreement.
  Depositary; Corporate Trust Office.
  Deposited Securities.




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Dollars; Pounds; Pence.
  Foreign Registrar.
  Issuer.
  Owner.
  Receipts.
  Registrar.
  Restricted Securities.




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Securities Act of 1933.
  Shares.
  ARTICLE 2.
    
    FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.
 Form and Transferability of Receipts.




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Deposit of Shares.




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Execution and Delivery of Receipts.




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Transfer of Receipts; Combination and Split-up of Receipts.




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Surrender of Receipts and Withdrawal of Shares.




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Limitations on Execution and Delivery, Transfer and Surrender of
Receipts.




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Lost Receipts, etc.
  Cancellation and Destruction of Surrendered Receipts.
  Pre-Release of Receipts.




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Direct Registration System.




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.




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ARTICLE 3.
    
    CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.
 Filing Proofs, Certificates and Other Information.
   Liability of Owner for Taxes.




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Warranties on Deposit of Shares.
  Disclosure of Interests.




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i.e.
 e.g.




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ARTICLE 4.
    
    THE DEPOSITED SECURITIES.
 Cash Distributions.




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Distributions Other Than Cash, Shares or Rights.




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Distributions in Shares.
  Rights.




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Conversion of Foreign Currency.




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Fixing of Record Date.




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Voting of Deposited Securities.




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Changes Affecting Deposited Securities.
  Reports.
  Lists of Owners.
  Withholding.




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ARTICLE 5.
    
    THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.
 Maintenance of Office and Transfer Books by the Depositary.
     Prevention or Delay in Performance by the Depositary or the Issuer.




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Obligations of the Depositary, the Custodian and the Issuer.




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Resignation and Removal of the Depositary.




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The Custodians.




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Notices and Reports.
   Distribution of Additional Shares, Rights, etc.




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Indemnification.




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Charges of Depositary.




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Retention of Depositary Documents.




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Exclusivity.
  List of Restricted Securities Owners.
  ARTICLE 6.
    
    AMENDMENT AND TERMINATION.
 Amendment.




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Termination.




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ARTICLE 7.
    
    MISCELLANEOUS.
 Counterparts.
  No Third Party Beneficiaries.
  Severability.
  Owners and Beneficial Owners as Parties; Binding Effect.
  Notices.




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Governing Law.




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Compliance with U.S. Securities Laws.




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NATIONAL GRID PLCBy:
    /s/ R.J. UrwinName:Title:THE BANK OF NEW YORK,
   as DepositaryBy:
    /s/ Joan F. DiGiovanniName: Joan F. DiGiovanniTitle: Vice President




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VOTING RIGHTS MAY BE RESTRICTED AS PROVIDED
IN PARAGRAPH 22 AND VOTING PROCEDURES MAY BE
MODIFIED WITHOUT NOTICE TO HOLDERS
AS PROVIDED IN PARAGRAPH 16.
  No.
 AMERICAN DEPOSITARY SHARES(Each   American   Depositary   Sharerepresents five (5) deposited Shares)
 THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES OF THE
PAR VALUE OF 11 17/43 PENCE EACH OF
NATIONAL GRID PLC
(F/K/A National Grid Transco plc
F/K/A National Grid Group plc)
(INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)
 
 AMERICAN DEPOSITARY SHARES
  THE DEPOSITARYS CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286




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1.
    
    THE DEPOSIT AGREEMENT.
   2.
    
    SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
  - 2 -




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3.
    
    TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.
   4.
    
    LIABILITY OF OWNER FOR TAXES.
  - 3 -




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5.
    
    WARRANTIES OF DEPOSITORS.
  6.
    
    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.
  - 4 -




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7.
    
    CHARGES OF DEPOSITARY.
    - 5 -




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8.
    
    PRE-RELEASE OF RECEIPTS.
   - 6 -




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9.
    
    TITLE TO RECEIPTS.
  10.
    VALIDITY OF RECEIPT.
  11.
    REPORTS; INSPECTION OF TRANSFER BOOKS.
     - 7 -




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12.
    DIVIDENDS AND DISTRIBUTIONS.
    - 8 -




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13.
    CONVERSION OF FOREIGN CURRENCY.
   - 9 -




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14.
    RIGHTS.
   - 10 -




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- 11 -




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15.
    RECORD DATES.
  16.
    VOTING OF DEPOSITED SECURITIES.
  - 12 -




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- 13 -




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17.
    CHANGES AFFECTING DEPOSITED SECURITIES.
  18.
    LIABILITY OF THE COMPANY AND DEPOSITARY.
  - 14 -




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- 15 -




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19.
    RESIGNATION AND REMOVAL OF THE DEPOSITARY.
  20.
    AMENDMENT.
  - 16 -




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21.
    TERMINATION OF DEPOSIT AGREEMENT.
  - 17 -




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22.
    DISCLOSURE OF INTERESTS.
     - 18 -




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23.
    COMPLIANCE WITH U.S. SECURITIES LAWS.
  - 19 -




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24.
    DIRECT REGISTRATION SYSTEM.
   .
 - 20 -