EXHIBIT 2(b).6

CONFORMED COPY

Dated 10 September 2012

NATIONAL GRID plc

and

NATIONAL GRID ELECTRICITY TRANSMISSION plc

as Issuers

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

as Trustee

AMENDED AND RESTATED TRUST DEED

relating to

National Grid plc and National Grid Electricity Transmission plc

Euro 15,000,000,000

Euro Medium Term Note Programme

arranged by

HSBC
Bank plc



LOGO

Ref: JALB/RR/VGS

Linklaters LLP



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Table of Contents



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|Contents                                                   |  | Page |    
|                                                           | 
|1    Interpretation                                        |  |      | 1   | 
|                                                           | 
|2    Issue of Instruments and Covenant to Pay              |  |      | 7   | 
|                                                           | 
|3    Form of the Instruments                               |  |      | 9   | 
|                                                           | 
|4    Stamp Duties and Taxes                                |  |      | 10  | 
|                                                           | 
|5    Application of Moneys Received by the Trustee         |  |      | 10  | 
|                                                           | 
|6    Covenants                                             |  |      | 11  | 
|                                                           | 
|7    Remuneration and Indemnification of the Trustee       |  |      | 14  | 
|                                                           | 
|8    Provisions Supplemental to the Trustee Acts           |  |      | 16  | 
|                                                           | 
|9    Disapplication and Trustee Liability                  |  |      | 19  | 
|                                                           | 
|10  Waiver and Proof of Default                            |  |      | 19  | 
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|11  Trustee not Precluded from Entering into Contracts     |  |      | 20  | 
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|12  Modification and Substitution                          |  |      | 20  | 
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|13  Appointment, Retirement and Removal of the Trustee     |  |      | 21  | 
|                                                           | 
|14  Instruments held in Clearing Systems and Couponholders |  |      | 22  | 
|                                                           | 
|15  Currency Indemnity                                     |  |      | 23  | 
|                                                           | 
|16  Enforcement                                            |  |      | 24  | 
|                                                           | 
|17  Communications                                         |  |      | 25  | 
|                                                           | 
|18  Governing Law and Jurisdiction                         |  |      | 25  | 
|                                                           | 
|Schedule 1 Part A Form of CGN Temporary Global Instrument  |  |      | 27  | 
|                                                           | 
|Schedule 1 Part B Form of CGN Permanent Global Instrument  |  |      | 34  | 
|                                                           | 
|Schedule 1 Part C Form of NGN Temporary Global Instrument  |  |      | 44  | 
|                                                           | 
|Schedule 1 Part D Form of NGN Permanent Global Instrument  |  |      | 50  | 
|                                                           | 
|Schedule 2 Part A Form of Definitive Instrument            |  |      | 57  | 
|                                                           | 
|Schedule 2 Part B Terms and Conditions of the Instruments  |  |      | 60  | 
|                                                           | 
|Schedule 2 Part C Form of Coupon                           |  |      | 105 | 
|                                                           | 
|Schedule 2 Part D Form of Talon                            |  |      | 107 | 
|                                                           | 
|Schedule 3 Provisions for Meetings of Instrumentholders    |  |      | 109 | 



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This Amended and Restated Trust Deed is made on 10 September 2012
between:



|(1) | NATIONAL GRID plc (National Grid) AND NATIONAL GRID ELECTRICITY TRANSMISSION plc (NGET), (each an
Issuer and together, the Issuers); and
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|(2) | THE LAW DEBENTURE TRUST CORPORATION p.l.c., (the Trustee, which expression, where the meaning so admits, includes any
other trustee for the time being of this Trust Deed).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Whereas:



|(A) | The Issuers propose to issue from time to time bearer debt Instruments and Australian Domestic Instruments (as defined below) (collectively, the
Instruments) in an aggregate nominal amount outstanding at any one time, including Instruments previously issued under the Programme, not exceeding the Programme Limit in accordance with the Dealer Agreement (the
Programme) and to be constituted by this Trust Deed (other than the Australian Domestic Instruments, which are to be constituted by the Deed Poll).
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|(B) | The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.
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|(C) | For the purposes of the Programme, the Issuers and the Trustee entered into an amended and restated trust deed dated 2 August 2011 (the
Original Trust Deed) and have agreed to make certain amendments to the Original Trust Deed.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This Deed witnesses and it is declared as follows:



|1 | Interpretation
|- | --------------



|1.1 | Definitions
|--- | -----------

In this Trust Deed:

Agency Agreement means the
amended and restated agency agreement (as amended, supplemented and/or restated from time to time) relating to the Programme dated 10 September 2012, between the Issuers, the Trustee, The Bank of New York Mellon as Issuing and Paying Agent and
the other agent(s) mentioned in it;

Agents has the meaning given to it in the Agency
Agreement;

Australian Agency and Registry Agreement means the agreement, as amended and/or
supplemented from time to time, dated 10 September 2012 between the Issuers and the Australian Registrar pursuant to which the Issuers have appointed the Australian Registrar, and any other agreement for the time being in force appointing
further or other Australian registrars, or in connection with its or their duties, the terms of which have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending, modifying or replacing
with the prior written approval of the Trustee any of the aforesaid agreements;

Australian Domestic
Instruments means Instruments in registered uncertificated (or inscribed) form, constituted by the Deed Poll and issued by an Issuer in the Australian domestic capital markets;

Australian Issuing and Paying Agent means, in relation to all or any series of Australian Domestic
Instruments, the person named as such in the Conditions or any Successor Australian Issuing and Paying Agent in each case at its specified office;



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Australian Registrar means, in relation to all or any
series of Australian Domestic Instruments, BTA Institutional Services Australia Limited ACN 002 916 393 or, if applicable, any Successor Australian Registrar;

Calculation Agent means any person named as such in the Conditions or any Successor Calculation Agent;

Canadian Paying Agent means BNY Trust Company of Canada as Canadian Paying Agent under the Agency
Agreement (or such other Canadian Paying Agent as may be appointed from time to time under the Agency Agreement);

CGN means a temporary Global Instrument in the form set out in Part A of Schedule 1 or a permanent Global Instrument in the form set out in Part B of Schedule 1;

Clearstream, Luxembourg means Clearstream Banking, société anonyme;

Common Safekeeper means, in relation to a Series, the common safekeeper for Euroclear and Clearstream,
Luxembourg appointed in respect of such Instruments;

Conditions means in respect of the
Instruments of each Series the terms and conditions applicable to them which shall be substantially in the form set out in Part B of Schedule 2 (Terms and Conditions of the Instruments) as modified, with respect to any Instruments represented by a
Global Instrument, by the provisions of such Global Instrument, and shall incorporate any additional provisions forming part of such terms and conditions set out in Part A of the Final Terms relating to the Instruments of that Series and shall be
endorsed on the Definitive Instruments subject to amendment and completion as referred to in the first paragraph of Part A of Schedule 2 (Form of Definitive Instrument) and any reference to a particularly numbered Condition shall be construed
accordingly;

Contractual Currency means, in relation to any payment obligation of any
Instrument, the currency in which that payment obligation is expressed and, in relation to Clause 8 (Provisions supplemental to the Trustee Acts), pounds sterling or such other currency as may be agreed between the relevant Issuer and the Trustee
from time to time;

Coupons means the coupons relating to interest bearing Instruments or,
as the context may require, a specific number of them and includes any replacement Coupons issued pursuant to the Conditions;

Dealer Agreement means the amended and restated dealer agreement (as amended, supplemented and/or restated from time to time) relating to the Programme dated 10 September 2012
between the Issuers, the Arranger and the dealers named in it;

Deed Poll means the deed
poll dated 10 September 2012 made by the Issuers and by which the Australian Domestic Instruments are constituted;

Definitive Instrument means an Instrument in definitive form having, where appropriate, Coupons and/or a Talon attached on issue and, unless the context requires otherwise, includes any
replacement Instrument issued pursuant to the Conditions;

Effective Date means the date on
which the Arranger has received, on behalf of the Dealers, each of the condition precedent documents listed in Schedule 2 to the Dealer Agreement and that each is, in form and substance, satisfactory to it;

Euroclear means Euroclear Bank S.A./N.V.;



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Event of Default means an event described in Condition 9
and that, if so required by that Condition, has been certified by the Trustee to be, in its opinion, materially prejudicial to the interests of the Instrumentholders;

Extraordinary Resolution has the meaning set out in Schedule 3 (Provisions for Meetings of
Instrumentholders);

Final Terms means, in relation to a Tranche, the final terms document
substantially in the form set out in the Prospectus which will be completed at or around the time of the agreement to issue each Tranche of Instruments and which will constitute final terms for the purposes of Article 5.4 of the Prospectus
Directive;

Global Instrument means a temporary Global Instrument and/or, as the context may
require, a permanent Global Instrument, a CGN or a NGN, as the context may require;

holder
in relation to an Instrument, Coupon or Talon, and Couponholder and Instrumentholder have the meanings given to them in the Conditions;

Instruments means the bearer debt Instruments and the Australian Domestic Instruments to be issued by
each of the Issuers pursuant to the Dealer Agreement, constituted by this Trust Deed, or in the case of the Australian Domestic Instruments, by the Deed Poll, and for the time being outstanding or, as a specific context may require, a specific
number of them. For the avoidance of doubt, the provisions of this Trust Deed relating to Global Instruments, Coupons and Talons do not apply to Australian Domestic Instruments;

Issuing and Paying Agent means the person named as such in the Conditions or any Successor Issuing and
Paying Agent in each case at its specified office;

month means a calendar month;

NGN means a temporary Global Instrument in the form set out in Part C of Schedule 1 or a
permanent Global Instrument in the form set out in Part D of Schedule 1;

outstanding means,
in relation to the Instruments, all the Instruments issued except (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including
all interest accrued on such Instruments to the date for such redemption and any interest payable after such date) have been duly paid to the Trustee or to the Issuing and Paying Agent as provided in Clause 2 (Issue of Instruments and Covenant to
Pay) and remain available for payment against presentation and surrender of Instruments and/or Coupons, as the case may be, (c) those which have become void or in respect of which claims have become prescribed, (d) those which have been
purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Instruments which have been surrendered in exchange for replacement Instruments, (f) (for the purpose only of determining how many Instruments are
outstanding and without prejudice to their status for any other purpose) those Instruments alleged to have been lost, stolen or destroyed and in respect of which replacement Instruments have been issued, and (g) any temporary Global Instrument
to the extent that it shall have been exchanged for a permanent Global Instrument and any Global Instrument to the extent that it shall have been exchanged for one or more Definitive Instruments, in either case pursuant to its provisions provided
that for the purposes of (i) ascertaining the right to attend and vote at any meeting of the Instrumentholders, (ii) the determination of how many Instruments are outstanding for the purposes of Conditions 9 and 11 and Schedule 3
(Provisions for Meetings of Instrumentholders), (iii) the exercise of any discretion, power or authority that the Trustee is required, expressly



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or impliedly, to exercise in or by reference to the interests of the Instrumentholders and (iv) the certification (where relevant) by the Trustee as to whether a Potential Event of Default
is in its opinion materially prejudicial to the interests of the Instrumentholders, those Instruments which are beneficially held by or on behalf of the relevant Issuer or any of its subsidiary undertakings and not cancelled shall (unless no longer
so held) be deemed not to remain outstanding. Save for the purposes of the proviso herein, in the case of each NGN, the Trustee shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any determination of the nominal amount
outstanding of each NGN. In relation to Australian Domestic Instruments, the definition of Outstanding in the schedule to the Deed Poll shall apply in lieu of the foregoing definition;

Paying Agents means the persons (including the Issuing and Paying Agent) referred to as such in the
Conditions or any Successor Paying Agents in each case at their respective specified offices;

permanent Global Instrument means a Global Instrument representing Instruments of one or more Tranches
of the same Series, either on issue or upon exchange of a temporary Global Instrument, or part of it, and which shall be substantially in the form set out in Part B or Part D of Schedule 1, as the case may be (Form of Permanent Global Instrument);

Potential Event of Default means an event or circumstance that could with the giving of
notice, lapse of time, issue of a certificate and/or fulfilment of any other requirement provided for in Condition 9 become an Event of Default;

Procedures Memorandum means administrative procedures and guidelines in respect of non-syndicated issues relating to the terms of Instruments which may be issued and the settlement of
issues of Instruments as shall be agreed upon from time to time by the relevant Issuer, the Trustee, the Permanent Dealers and the Issuing and Paying Agent and which are set out in Schedule 5 (Procedures Memorandum) of the Agency Agreement, where
Permanent Dealers means all Dealers other than those appointed as such solely in respect of one or more specified Tranches;

Programme Limit means the maximum aggregate nominal amount of Instruments which may be issued and outstanding at any time under the Programme, as such limit may be increased pursuant to
the Dealer Agreement;

Prospectus means the prospectus prepared in connection with the
Programme and constituting (i) a base prospectus in respect of each Issuer for the purposes of Article 5.4 of the Prospectus Directive and (ii) listing particulars in respect of each Issuer for the purposes of Listing Rule 2.2.11 of the
Listing Rules of the Financial Services Authority, as revised, supplemented or amended from time to time by the Issuers including any documents which are from time to time incorporated in the Prospectus by reference except that in relation to each
Tranche of Instruments only the applicable Final Terms shall be deemed to be included in the Prospectus;

Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the Council;

Redemption Amount means the Final Redemption Amount, Early Redemption Amount or Optional
Redemption Amount, as the case may be, all as defined in the Conditions;

Series means a
series of Instruments comprising one or more Tranches, whether or not issued on the same date, that (except in respect of the first payment of interest and their issue price) have identical terms on issue and are expressed to have the same series
number;



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specified office means, in relation to a Paying Agent,
the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to Instrumentholders pursuant to Clause 6.6 (Notices to Instrumentholders);

Successor means, in relation to an Agent, the Australian Issuing and Paying Agent or the Australian
Registrar, such other or further person as may from time to time be appointed by either of the Issuers as such Agent, Australian Issuing and Paying Agent or Australian Registrar, as the case may be, with the written approval of, and on terms
approved in writing by, the Trustee and notice of whose appointment is given to Instrumentholders pursuant to Clause 6.6 (Notices to Instrumentholders);

successor in business means (a) an entity which acquires all or substantially all of the undertaking and/or assets of either Issuer or of a successor in business of either Issuer;
or (b) any entity into which any of the previously referred to entity is amalgamated, merged or reconstructed and is itself not the continuing company;

Talons mean talons for further Coupons or, as the context may require, a specific number of them and includes any replacement Talons issued pursuant to the Conditions;

TARGET System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as
TARGET2) System which was launched on 19 November 2007 or any successor thereto;

temporary
Global Instrument means a Global Instrument representing Instruments of one or more Tranches of the same Series on issue and which shall be substantially in the form set out in Part A or Part C of Schedule 1, as the case may be (Form of
Temporary Global Instrument);

Tranche means, in relation to a Series, those Instruments of
that Series which are issued on the same date at the same issue price and in respect of which the first payment of interest is identical;

trust corporation means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation
relating to trustees; and

Trustee Acts means both the Trustee Act 1925 and the Trustee Act
2000 of England and Wales.



|1.2 | Construction of Certain References
|--- | ----------------------------------

Unless the context otherwise requires, all references in this Trust Deed to:



| | 1.2.1 | the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its
customers which reflect the amount of such customers interests in the Instruments;
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| | 1.2.2 | costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect of them;
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| | 1.2.3 | an action, remedy or method of judicial proceedings for the enforcement of creditors rights include references to the action, remedy or
method of judicial proceedings in jurisdictions other than England as shall most nearly approximate to it;
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| | 1.2.4 | the Trustees approval or consent shall, unless expressed otherwise, be subject to the requirement that any such approval or consent
shall not be unreasonably withheld or delayed, such reasonableness to be determined by reference to acting in the interests of Instrumentholders as a whole; and
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| | 1.2.5 | the appointment or employment of or delegation to any person by the Trustee shall be deemed to include a reference to, if in the opinion of
the Trustee it is reasonably practicable, the prior notification of and consultation with the Issuers and, in any event, the notification forthwith of such appointment, employment or delegation, as the case may be.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1.3 | Amendment and Restatement
|--- | -------------------------

The Original Trust Deed shall be amended and restated on the terms of this Trust Deed, such amendment and restatement to take effect from the Effective Date. Any Instruments issued on or after the
Effective Date shall be issued pursuant to this Trust Deed. This does not affect any Instruments issued prior to the Effective Date or any Instruments issued on or after the Effective Date so as to be consolidated and form a single Series with the
Instruments of any Series issued prior to the Effective Date. Subject to such amendment and restatement, the Original Trust Deed shall continue in full force and effect.



|1.4 | Headings
|--- | --------

Headings shall be ignored in construing this Trust Deed.



|1.5 | Contracts
|--- | ---------

References in this Amended and Restated Trust Deed to this Trust Deed or any other document are to this Amended and Restated Trust Deed or those documents as amended, supplemented or replaced from time to
time in relation to the Programme and include any document that amends, supplements or replaces them.



|1.6 | Schedules
|--- | ---------

The Schedules are part of this Trust Deed and have effect accordingly.



|1.7 | Alternative Clearing System
|--- | ---------------------------

References in this Trust Deed to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved
by the relevant Issuer, the Trustee and the Issuing and Paying Agent. In the case of NGNs, such alternative clearing system must also be authorised to hold Instruments as eligible collateral for Eurosystem monetary policy and intra-day credit
operations.



|1.8 | Other Terms
|--- | -----------

Other terms defined in the Conditions have the same meaning in this Trust Deed.



|1.9 | Contracts (Rights of Third Parties) Act 1999
|--- | --------------------------------------------

A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Trust Deed.



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|2 | Issue of Instruments and Covenant to Pay
|- | ----------------------------------------



|2.1 | Issue of Instruments
|--- | --------------------

Each of the Issuers may from time to time issue Instruments in Tranches of one or more Series on a continuous basis with no minimum issue size in accordance with the Dealer Agreement. Before issuing any
Tranche and not later than, (i) in case of Instruments other than Australian Domestic Instruments, 3:00 p.m. (London time) on the second business day in London which for this purpose shall be a day on which commercial banks are open for general
business in London preceding each proposed issue date; or (ii) in case of Australian Domestic Instruments, 3:00 p.m. (Sydney time) on the second business day in Sydney which for this purpose shall be a day on which commercial banks are open for
general business in Sydney preceding each proposed issue date, the relevant Issuer shall give written notice or procure that it is given to the Trustee of the proposed issue of such Tranche, specifying the details to be included in the relevant
Final Terms. Upon the issue by either of the Issuers of any Instruments expressed to be constituted by this Trust Deed, such Instruments shall forthwith be constituted by this Trust Deed without any further formality and irrespective of whether or
not the issue of such debt securities contravenes any covenant or other restriction in this Trust Deed or the Programme Limit. For the avoidance of doubt, the parties acknowledge that the Australian Domestic Instruments are not constituted by this
Trust Deed.



|2.2 | Separate Series
|--- | ---------------

The provisions of Clauses 2.3 (Covenant to Pay), 2.4 (Discharge), 2.5 (Payment after a Default) and 2.6 (Rate of Interest after a Default) and of Clauses 3 (Form of the Instruments) to 15 (Currency
Indemnity) and Schedule 3 (Provisions for Meetings of Instrumentholders) (all inclusive) shall apply mutatis mutandisseparately and independently to the Instruments of each Series and in such Clauses and Schedule the expressions
Instrumentholders, Coupons, Couponholders and Talons, together with all other terms that relate to Instruments or their Conditions, shall be construed as referring to those
of the particular Series in question and not of all Series unless expressly so provided, so that each Series shall be constituted by a separate trust pursuant to Clause 2.3 (Covenant to Pay) and that, unless expressly provided, events affecting one
Series shall not affect any other.



|2.3 | Covenant to Pay
|--- | ---------------

The relevant Issuer shall on any date when any Instruments become due to be redeemed, in whole or in part, unconditionally pay to or to the order of the Trustee in the Contractual Currency, in the case of
any Contractual Currency other than Euro, in the principal financial centre for the Contractual Currency and, in the case of Euro, in a city in which banks have access to the TARGET System, in same day funds the Redemption Amount of the Instruments
becoming due for redemption on that date together with any applicable premium and shall (subject to the Conditions and other than in respect of Zero Coupon Instruments) until such payment (both before and after judgment) unconditionally so pay to or
to the order of the Trustee interest in respect of the nominal amount of the Instruments outstanding as set out in the Conditions (subject to Clause 2.6 (Rate of Interest after a Default)) provided that (a) payment of any sum due in respect of
the Instruments made to the Issuing and Paying Agent as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Instrumentholders or
Couponholders under the Conditions and (b) a



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payment made after the due date or as a result of the Instrument becoming repayable following an Event of Default shall be deemed to have been made when the full amount due has been received by
the Issuing and Paying Agent or the Trustee and notice to that effect has been given to the Instrumentholders (if required under Clause 6.8 (Notice of Late Payment)), except to the extent that there is failure in its subsequent payment to the
relevant Instrumentholders or Couponholders under the Conditions. This covenant shall only have effect each time Instruments are issued and outstanding, when the Trustee shall hold the benefit of this covenant on trust for the Instrumentholders and
Couponholders of the relevant Series. For the avoidance of doubt, the parties acknowledge that this Clause does not apply to Australian Domestic Instruments.



|2.4 | Discharge
|--- | ---------

Subject to Clause 2.5 (Payment after a Default), any payment to be made in respect of the Instruments or the Coupons by the relevant Issuer or the Trustee may be made as provided in the Conditions and any
payment so made shall (subject to Clause 2.5 (Payment after a Default)) to that extent be a good discharge to such Issuer or the Trustee, as the case may be (including, in the case of Instruments represented by a NGN, whether or not the
corresponding entries have been made in the records of Euroclear and Clearstream, Luxembourg), except to the extent that there is failure in its subsequent payment to the relevant Instrumentholders or Couponholders under the Conditions.



|2.5 | Payment after a Default
|--- | -----------------------

At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may:



| | 2.5.1 | by notice in writing to the relevant Issuer and the Paying Agents, require the Paying Agents, until notified by the Trustee to the contrary,
so far as permitted by applicable law:
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| | (i) | to act as Paying Agents of the Trustee under this Trust Deed and the Instruments (other than the Australian Domestic Instruments) on the terms of
the Agency Agreement (with consequential amendments as necessary and except that the Trustees liability for the indemnification, remuneration and expenses of the Paying Agents shall be limited to the amounts for the time being held by the
Trustee in respect of the Instruments (other than the Australian Domestic Instruments) on the terms of this Trust Deed) and thereafter to hold all Instruments (other than the Australian Domestic Instruments), Coupons and Talons and all moneys,
documents and records held by them in respect of Instruments (other than the Australian Domestic Instruments), Coupons and Talons to the order of the Trustee; or
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| | (ii) | to deliver all Instruments (other than the Australian Domestic Instruments), Coupons and Talons and all moneys, documents and records held by them
inrespect of the Instruments (other than the Australian Domestic Instruments), Coupons and Talons to the Trustee or as the Trustee directs in such notice; and
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| | 2.5.2 | by notice in writing to the relevant Issuer, require such Issuer to make all subsequent payments in respect of the Instruments (other than
the Australian Domestic Instruments), Coupons and Talons to or to the order of the Trustee and not to the Issuing and Paying Agent and with effect from the receipt of any such notice by such Issuer, until such notice is withdrawn, the first proviso
to Clause 2.3 (Covenant to Pay) shall cease to have effect.
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|2.6 | Rate of Interest after a Default
|--- | --------------------------------

If the Instruments bear interest at a floating or other variable rate and they become immediately payable under the Conditions following an Event of Default, the rate of interest payable in respect of
them shall continue to be calculated by the Calculation Agent in accordance with the Conditions (with consequential amendments as necessary) except that the rates of interest need not be notified to Instrumentholders. The first period in respect of
which interest shall be so calculable shall commence on the expiry of the Interest Period during which the Instruments become so repayable.



|3 | Form of the Instruments
|- | -----------------------



|3.1 | The Global Instruments
|--- | ----------------------

The Instruments (other than the Australian Domestic Instruments) shall initially be represented by a temporary Global Instrument or a permanent Global Instrument in the nominal amount of the Tranche being
issued. Interests in a temporary Global Instrument shall be exchangeable for Definitive Instruments or interests in a permanent Global Instrument as set out in each temporary Global Instrument. Interests in a permanent Global Instrument shall be
exchangeable for Definitive Instruments as set out in such permanent Global Instrument.



|3.2 | The Definitive Instruments
|--- | --------------------------

The Definitive Instruments, Coupons and Talons shall be security printed in accordance with applicable legal and stock exchange requirements substantially in the forms set out in Schedule 2. The
Instruments shall be endorsed with the Conditions.



|3.3 | Signature
|--- | ---------

The Instruments (other than the Australian Domestic Instruments and Instruments settling in CDS Clearing and Depository Services Inc. (CDS)), Coupons and Talons shall be signed manually
or in facsimile by an authorised signatory of the relevant Issuer and the Instruments (other than the Australian Domestic Instruments) shall be authenticated by or on behalf of the Issuing and Paying Agent. Instruments settling in CDS will be signed
manually by an authorised signatory of the relevant Issuer and the Instruments shall be authenticated by or on behalf of the Canadian Paying Agent. The Australian Domestic Instruments will be inscribed in a register maintained by the Australian
Registrar in accordance with the Australian Agency and Registry Agreement. The relevant Issuer may use the facsimile signature of any person who at the date of this Trust Deed is such an authorised signatory even if at the time of issue of any
Instruments, Coupons or Talons he no longer holds that office. In the case of a Global Instrument which is a NGN, the Issuing and Paying Agent shall also instruct the Common Safekeeper to effectuate the same. Instruments, Coupons and Talons so
executed and authenticated (and effectuated, if applicable) shall be binding and valid obligations of the relevant Issuer. Execution in facsimile of any Instruments and any photostatic copying or other duplication of any Global Instruments (in
unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon such Issuer in the same manner as if such Instruments were signed manually by such signatories.



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|3.4 | Title
|--- | -----

The holder of any Instrument, Coupon or Talon shall (save as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it, any writing on it or its theft or loss) and no person will be liable for so treating the holder.



|4 | Stamp Duties and Taxes
|- | ----------------------



|4.1 | Stamp Duties
|--- | ------------

Each Issuer shall pay any stamp, issue, documentary or other taxes and duties, payable in the United Kingdom or Australia, in respect of the creation, issue and offering of the Instruments issued by it
and the related Coupons and Talons and the execution or delivery of this Trust Deed. Each Issuer shall also indemnify the Trustee, the relevant Instrumentholders and the Couponholders from and against all stamp, issue, documentary or other taxes
paid by any of them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be (where entitled to do so), the relevant Instrumentholders or the Couponholders to enforce the relevant Issuers
obligations under this Trust Deed or the relevant Instruments, Coupons or Talons.



|4.2 | Change of Taxing Jurisdiction
|--- | -----------------------------

If an Issuer becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the United Kingdom or any such
authority of or in such territory then such Issuer shall (unless the Trustee otherwise agrees) give the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for, or (as the case
may require) the addition to, the references in that Condition to the United Kingdom of references to that other or additional territory or authority to whose taxing jurisdiction such Issuer has become so subject. In such event this Trust Deed and
the relevant Instruments, Coupons and Talons shall be read accordingly.



|5 | Application of Moneys Received by the Trustee
|- | ---------------------------------------------



|5.1 | Declaration of Trust
|--- | --------------------

All moneys received by the Trustee in respect of the Instruments or amounts payable under this Trust Deed shall, despite any appropriation of all or part of them by the relevant Issuer, be held by the
Trustee on trust to apply them (subject to Clause 5.2 (Accumulation)):



| | 5.1.1 | first, in payment of all costs, charges, expenses and liabilities reasonably incurred by the Trustee (including remuneration payable to it)
in carrying out its functions under this Trust Deed;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.1.2 | secondly, in payment of any amounts owing in respect of the relevant Instruments or Coupons paripassuand rateably; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------



| | 5.1.3 | thirdly, in payment of any balance to such Issuer for itself.
| | ----- | -------------------------------------------------------------

If the Trustee holds any moneys which represent principal, premium or interest in respect of Instruments or Coupons which
have become void in accordance with the Conditions the Trustee shall hold them on these trusts.



|  
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|5.2 | Accumulation
|--- | ------------

If the amount of the moneys at any time available for payment in respect of the Instruments under Clause 5.1 (Declaration of Trust) is less than 10 per cent. of the nominal amount of the Instruments
then outstanding, the Trustee may, at its discretion, invest such moneys as provided in Clause 5.3 (investment). The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with
any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the nominal amount of the Instruments then outstanding and then such investments, accumulations and funds (after deduction
of, or provision for, any applicable taxes) shall be applied as specified in Clause 5.1 (Declaration of Trust).



|5.3 | Investment
|--- | ----------

Moneys held by the Trustee may be invested in its name or under its control in any investments or other assets anywhere, whether or not they produce income, or deposited in its name or under its control
at such bank or other financial institution in such currency as the Trustee may, in its absolute discretion, think fit. If that bank or institution is the Trustee or a subsidiary, parent or associated undertaking of the Trustee, it need only account
for an amount of interest equal to the standard amount of interest payable by it on such a deposit to an independent customer. The Trustee may at any time vary or transpose any such investments or assets or convert any moneys so deposited into any
other currency, and shall not be responsible for any resulting loss, whether by depreciation in value, change in exchange rates or otherwise.



|6 | Covenants
|- | ---------

So long as any Instrument issued by it is outstanding, each of the Issuers shall:



|6.1 | Books of Account
|--- | ----------------

Keep, and procure that each of its subsidiary undertakings keeps, proper books of account and, at any time after an Event of Default has occurred or if the Trustee reasonably believes that such an event
has occurred, so far as permitted by applicable law, allow, and procure that each such subsidiary undertaking shall allow, the Trustee and anyone appointed by it to whom the relevant Issuer and/or the relevant subsidiary undertaking has no
reasonable objection, access to its books of account at all reasonable times during normal business hours.



|6.2 | Notice of Events of Default
|--- | ---------------------------

Notify the Trustee in writing immediately on becoming aware of the occurrence of any Event of Default or Potential Event of Default.



|6.3 | Information
|--- | -----------

So far as permitted by applicable law, give the Trustee such information as it reasonably requires to perform its functions.



|6.4 | Financial Statements etc.
|--- | -------------------------



| | 6.4.1 | send to the Trustee at the time of their issue and, in the case of annual financial statements, in any event within 180 days of the end of
each financial year, three copies in English of every balance sheet, profit and loss account, report or other notice, statement or circular issued, or that legally or contractually should be issued, to the members or creditors (or any class of them)
of the relevant Issuer or any parent undertaking of it generally in their capacity as such; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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| | 6.4.2 | National Grid shall, forthwith upon becoming aware of the occurrence of a National Grid Restructuring Event, provide or procure that the
Reporting Accountants provide the Trustee with the Accountants Report.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.5 | Certificate of Director, etc.
|--- | -----------------------------



| | 6.5.1 | send to the Trustee, within 14 days of its annual audited financial statements being made available to its members, and also within 21 days
of any request by the Trustee a certificate of the relevant Issuer signed by a director that, having made all reasonable enquiries, to the best of the knowledge, information and belief of such Issuer as at a date (the Certification
Date) not more than five days before the date of the certificate no Event of Default or Potential Event of Default had occurred (and, in the case of a Potential Event of Default, was continuing) since the Certification Date of the last
such certificate or (if none) the date of this Trust Deed or, if such an event had occurred (and, in the case of a Potential Event of Default, was continuing), giving details of it and certifying that it has complied with its obligations under this
Trust Deed or, to the extent that it has failed so to comply, stating such;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.5.2 | National Grid shall, forthwith upon becoming aware of the occurrence of a National Grid Restructuring Event, notify the Trustee in writing of
the occurrence of an National Grid Restructuring Event and provide the Trustee with the directors Report; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.5.3 | in relation to Instruments issued by it, National Grid shall give to the Trustee, as soon as reasonably practicable after the acquisition or
disposal of any company which thereby becomes a Principal Subsidiary or after any transfer is made to any member of the National Grid Group (as defined in Condition 9(c)) which thereby becomes a Principal Subsidiary, a certificate by the auditors of
National Grid at that time (the Auditors) addressed to the Trustee to such effect.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.6 | Notices to Instrumentholders
|--- | ----------------------------

Obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Instrumentholders in accordance with Condition 14 (such approval,
unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 any such notice which is a communication within the meaning of that section).



|6.7 | Further Acts
|--- | ------------

So far as permitted by applicable law, do such further things as may be necessary in the reasonable opinion of the Trustee to give effect to this Trust Deed.



|6.8 | Notice of Late Payment
|--- | ----------------------

Forthwith upon request by the Trustee (if the Trustee determines such notice is necessary) give notice to the Instrumentholders of any unconditional payment to the Issuing and Paying Agent (or the
Australian Issuing and Paying Agent or the Canadian Paying Agent, as applicable) or the Trustee of any sum due in respect of the Instruments or Coupons made after the due date for such payment.



|  
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|6.9 | Listing
|--- | -------

If the Instruments are so listed, use all reasonable endeavours to maintain the listing of the Instruments but, if it is unable to do so, having used such endeavours, or if the maintenance of such listing
is agreed by the Trustee to be unduly onerous and the Trustee is satisfied that the interests of the Instrumentholders would not by such action be materially prejudiced, instead use all reasonable endeavours to obtain and maintain a listing of the
Instruments on another stock exchange approved in writing by the Trustee.



|6.10 | Change in Agents
|---- | ----------------



| | 6.10.1 | Give at least 14 days prior notice to the Instrumentholders (other than holders of an Australian Domestic Instrument) in accordance with the
Conditions of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office; and
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.10.2 | Give at least 14 days prior notice to the holders of Australian Domestic Instruments in accordance with the Conditions of any future
appointment, resignation or removal of the Australian Issuing and Paying Agent or Australian Registrar.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.11 | Provision of Legal Opinions
|---- | ---------------------------

Procure the delivery of legal opinions addressed to the Trustee dated the date of such delivery, in form and content acceptable to the Trustee:



| | 6.11.1 | from Clifford Chance LLP (or such other firm of legal advisers as may be agreed between the relevant Issuer and the Trustee) as to the laws
of England before the first issue of Instruments occurring after each anniversary of this Trust Deed or, if later, 12 months after the date of delivery of the latest such legal opinion and on the date of any amendment to this Trust Deed;
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.11.2 | from Freehills (or such other firm of legal advisers as may be agreed between the relevant Issuer and the Trustee) as to the laws of New
South Wales before the first issue of Australian Domestic Instruments occurring after each anniversary of this Trust Deed or, if later, 12 months after the date of delivery of the latest such legal opinion and on the date of any amendment to the
Deed Poll or the Australian Agency and Registry Agreement;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.11.3 | unless the relevant Issuer has notified the Dealers and the Trustee in writing that it does not intend to issue Instruments under the
Programme for the time being, from legal advisers reasonably acceptable to the Trustee as to such law as may reasonably be requested by the Trustee and in such form and with such content as the Trustee may require, on such occasions as the Trustee
so requests on the basis that the Trustee considers it prudent in view of a change (or proposed change) in (or in the interpretation or application of) any applicable law, regulation or circumstance materially affecting the relevant Issuer, the
Trustee, the relevant Instruments, the Certificates, the Coupons, the Talons, this Trust Deed or the Agency Agreement; and
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.11.4 | on each occasion on which a legal opinion is given to any Dealer pursuant to the Dealer Agreement from the legal adviser giving such opinion.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------



|  
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|6.12 | Instruments Held by an Issuer
|---- | -----------------------------

Send to the Trustee as soon as practicable after being so requested by the Trustee a certificate of the relevant Issuer signed by any director or the Company Secretary stating the number of Instruments
held at the date of such certificate by or on behalf of such Issuer or its subsidiary undertakings.



|6.13 | Obligations of Agents
|---- | ---------------------

Comply with and perform all its obligations under the Agency Agreement and the Australian Agency and Registry Agreement and use al! reasonable endeavours to procure that the Agents and the Australian
Registrar comply with and perform all their respective obligations thereunder and not make any amendment or modification to the Agency Agreement or the Australian Agency and Registry Agreement without the prior written approval of the Trustee.



|6.14 | Copies of Dealer Agreement
|---- | --------------------------

Provide the Trustee promptly with copies of all supplements and/or amendments to, and/or restatements of, the Dealer Agreement.



|7 | Remuneration and Indemnification of the Trustee
|- | -----------------------------------------------



|7.1 | Normal Remuneration
|--- | -------------------

So long as any Instrument is outstanding the relevant Issuer shall pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree. Such
remuneration shall accrue from day to day from the date of this Trust Deed. However, if any payment to an Instrumentholder or Couponholder of moneys due in respect of any Instrument or Coupon is improperly withheld or refused, such remuneration
shall again accrue as from the date of such withholding or refusal until payment to such Instrumentholder or Couponholder is duly made.



|7.2 | Extra Remuneration
|--- | ------------------

If an Event of Default shall have occurred the relevant Issuer shall pay additional remuneration to the Trustee, which may be calculated using the Trustees normal hourly rates in force from time to
time. In any other case if the Trustee finds it expedient or necessary or is requested by an Issuer to undertake duties that they both agree to be of an exceptional nature or otherwise outside the scope of the Trustees normal duties under this
Trust Deed, such Issuer shall pay such additional remuneration as they may agree or, failing agreement as to any of the matters in this Clause 7 (or as to such sums referred to in Clause 7.1 (Normal Remuneration)), as determined by a financial
institution (acting as an expert) selected by the Trustee and approved by such Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such
financial institutions fee shall be shared equally between the Trustee and the relevant Issuer. The determination of the relevant financial institution shall be conclusive and binding on the relevant Issuer, the Trustee, the relevant
Instrumentholders and the relevant Couponholders.



|  
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|7.3 | Expenses
|--- | --------

Each of the Issuers (in respect of itself and, where applicable, Instruments issued by it) shall also, on demand by the Trustee, pay or discharge all costs, charges, liabilities and expenses reasonably
incurred by the Trustee in the preparation and execution of this Trust Deed and the performance of its functions under this Trust Deed in relation to that Issuer including, but not limited to, legal and travelling expenses and any United Kingdom or
Australian stamp, documentary or other taxes or duties paid by the Trustee in connection with any legal proceedings reasonably brought or contemplated by the Trustee against an Issuer (in respect of Instruments issued by it) to enforce any provision
of this Trust Deed, the relevant Instruments, the Coupons or the Talons and in addition shall pay to the Trustee (if required) an amount equal to the amount of any value added tax or similar tax chargeable in respect of the Trustees
remuneration under this Trust Deed. Such costs, charges, liabilities and expenses shall:



| | 7.3.1 | in the case of payments made by the Trustee before such demand, carry interest from the date specified in the demand at the rate of
Trustees cost of funding on the date on which the Trustee made such payments; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.3.2 | in other cases, carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be
made on an earlier date) from such earlier date provided that in such event no such interest shall accrue unless payment is actually made on such earlier date.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7.4 | Notice of Costs
|--- | ---------------

The Trustee shall wherever practicable give prior notice to the relevant Issuer of any costs, charges and expenses properly to be incurred and of payments to be made by the Trustee in the lawful exercise
of its powers under this Trust Deed so as to afford such Issuer a reasonable opportunity to meet such costs, charges and expenses itself or to put the Trustee in funds to make payment of such costs, charges and expenses. However, failure of the
Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such costs, charges and expenses under this Clause 7.



|7.5 | Indemnity
|--- | ---------

Each of the Issuers (in respect of itself and, where applicable, any Instruments issued by it) shall indemnify the Trustee in respect of all liabilities and expenses properly incurred by it or by anyone
appointed by it or to whom any of its functions may be delegated by it in the carrying out of its functions and against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses
properly paid or incurred in disputing or defending any of the foregoing) which any of them may incur in relation to the relevant Issuer or that may be made against any of them arising out of or in relation to or in connection with, its appointment
or the exercise of its functions in relation to that Issuer.



|7.6 | Continuing Effect
|--- | -----------------

Clauses 7.3 (Expenses) and 7.5 (Indemnity) shall continue in full force and effect as regards the Trustee even if it no longer is Trustee.



|7.7 | Determination of Series
|--- | -----------------------

The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Instruments any costs, charge, liabilities and expenses incurred under this Trust Deed have been
incurred or to allocate any such costs, charges, liabilities and expenses between the Instruments of any two or more Series.



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|8 | Provisions Supplemental to the Trustee Acts
|- | -------------------------------------------



|8.1 | Advice
|--- | ------

The Trustee may act on the opinion or advice of, or information obtained from, any expert (including, without limitation, any report or advice received from an independent financial adviser or from any
accountant pursuant to the Conditions), whether or not (1) such opinion, advice or information is addressed to the Trustee or any other person, and (2) such experts liability in respect of the same is limited by reference to a
monetary cap or otherwise and shall not be responsible to anyone for any loss occasioned by so acting. Any such opinion, advice or information may be sent or obtained by letter or fax and the Trustee shall not be liable to anyone for acting in good
faith on any opinion, advice or information purporting to be conveyed by such means even if it contains some error or is not authentic.



|8.2 | Trustee to Assume Performance
|--- | -----------------------------

The Trustee need not notify anyone of the execution of this Trust Deed or do anything to find out if a National Grid Restructuring Event or NGET Restructuring Event, an Event of Default or Potential Event
of Default has occurred. Until it has actual knowledge or express notice to the contrary, the Trustee may assume that no such event has occurred and that each Issuer is performing all of its obligations under this Trust Deed and the relevant
Instruments, Coupons and Talons provided that the Trustee shall not be treated for any purposes as having any notice or knowledge which has been obtained by it or any officer or employee of it in some capacity other than as Trustee under this Trust
Deed or in a private or confidential capacity such that it would not be proper to disclose to third parties.



|8.3 | Resolutions of Instrumentholders
|--- | --------------------------------

The Trustee shall not be responsible for having acted in good faith on a resolution purporting to have been passed at a meeting of Instrumentholders in respect of which minutes have been made and signed
even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Instrumentholders or Couponholders.



|8.4 | Certificate Signed by Directors, etc.
|--- | -------------------------------------

If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the
expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by any two directors of the relevant Issuer as to that fact or to the effect that, in their opinion, that act is
expedient and the Trustee need not call for further evidence and shall not be responsible for any loss occasioned by acting on such a certificate.



|8.5 | Deposit of Documents
|--- | --------------------

The Trustee may deposit this Trust Deed and any other documents with any bank or entity whose business includes the safe custody of documents or with any lawyer or firm of lawyers believed by it to be of
good repute and may pay all sums due in respect of them.



|  
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|8.6 | Discretion
|--- | ----------

The Trustee shall have absolute and uncontrolled discretion as to the exercise of its functions and shall not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience
which may result from their exercise or non-exercise.



|8.7 | Agents
|--- | ------

Whenever it considers it expedient in the interests of the Instrumentholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it,
whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money).
The Trustee shall not be responsible to anyone for any misconduct or omission by any such agent so employed by it or be bound to supervise the proceedings or acts of any such agent.



|8.8 | Delegation
|--- | ----------

Whenever it considers it expedient in the interests of the Instrumentholders, the Trustee may delegate to any person on any terms (including power to sub-delegate) all or any of its functions. If the
Trustee exercises reasonable care in selecting such delegate, it shall not have any obligation to supervise such delegate or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or
default by any such delegate or sub-delegate.



|8.9 | Nominees
|--- | --------

In relation to any asset held by it under this Trust Deed, the Trustee may appoint any person to act as its nominee on any terms.



|8.10 | Forged Instruments
|---- | ------------------

The Trustee shall not be liable to the relevant Issuer or any relevant Instrumentholder or Couponholder by reason of having accepted as valid or not having rejected any relevant Instrument, Certificate,
Coupon or Talon purporting to be such and later found to be forged or not authentic.



|8.11 | Confidentiality
|---- | ---------------

Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Instrumentholder or Couponholder any confidential financial or other information made
available to the Trustee by the relevant Issuer.



|8.12 | Determinations Conclusive
|---- | -------------------------

As between itself and the Instrumentholders and Couponholders, the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Such determinations,
whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Instrumentholders and the Couponholders.



|  
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|8.13 | Currency Conversion
|---- | -------------------

Where it is necessary or desirable to convert any sum from one currency to another, it shall (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with
such method and as at such date as may reasonably be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified shall be binding on the relevant Issuer and the relevant
Instrumentholders and Couponholders.



|8.14 | Payment for and Delivery of Instruments
|---- | ---------------------------------------

The Trustee shall not be responsible for the receipt or application by the relevant Issuer of the proceeds of the issue of
any relevant Instruments, any exchange of relevant Instruments or the delivery of relevant Instruments to the persons entitled to them.



|8.15 | Trustees consent
|---- | -----------------

Any consent given by the Trustee for the purposes of this Trust Deed may be given on such terms as the Trustee thinks fit. In giving such consent the Trustee may require the Issuers to agree to such
modifications or additions to this Trust Deed as the Trustee may deem expedient in the interest of the Instrumentholders.



|8.16 | Instruments Held by an Issuer etc.
|---- | ----------------------------------

In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate under Clause 6.12 (Instruments Held by an Issuer)) that no
Instruments are for the time being held by or on behalf of an Issuer or its subsidiary undertakings.



|8.17 | Legal Opinions
|---- | --------------

The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Instruments or for checking or commenting upon the content of any such legal
opinion.



|8.18 | Programme Limit
|---- | ---------------

The Trustee shall not be concerned, and need not enquire, as to whether or not any Instruments are issued in breach of the Programme Limit.



|8.19 | Events of Default
|---- | -----------------

The Trustee may determine whether or not an Event of Default is in its opinion capable of remedy or (in relation to Condition 9(b)) materially prejudicial to the interests of relevant Instrumentholders.
Any such determination shall be conclusive and binding on the relevant Issuer and the relevant Instrumentholders.



|8.20 | Appointment of Independent Financial Adviser
|---- | --------------------------------------------

In connection with the Trustees right to appoint an independent financial adviser pursuant to Condition 5.6.2 (if
applicable), the Trustee:



| | 8.20.1 | shall use its reasonable endeavours to identify and appoint the independent financial adviser but shall have no liability to any person if,
having used its reasonable endeavours, it is unable to identify and appoint a suitable independent financial adviser;
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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| | 8.20.2 | shall not be responsible for carrying on the role of independent financial adviser itself during the time it is attempting to identify such
independent financial adviser or thereafter if it is unable to find such independent financial adviser; and
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8.20.3 | shall not be required to take any action to find an independent financial adviser unless it has been previously indemnified and/or secured to
its satisfaction or expend any of its own funds in the appointment of such an independent financial adviser.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9 | Disapplication and Trustee Liability
|- | ------------------------------------



|9.1 | Disapplication
|--- | --------------

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Trust Deed. Where there are any inconsistencies between the Trustee Acts
and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a
restriction or exclusion for the purposes of that Act.



|9.2 | Trustee Liability
|--- | -----------------

Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary in this Trust Deed, the Instruments or the Paying Agency Agreement, the Trustee shall
not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to this Trust Deed, the Instruments or the Agency Agreement save in relation to its own gross negligence, wilful default or fraud.



|10 | Waiver and Proof of Default
|-- | ---------------------------



|10.1 | Waiver
|---- | ------

The Trustee may, without the consent of the Instrumentholders or Couponholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion
the interests of the Instrumentholders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by an Issuer of this Trust Deed or the Conditions or determine that an Event
of Default or Potential Event of Default shall not be treated as such provided that the Trustee shall not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 9. No such
direction or request shall affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination shall be binding on the relevant Instrumentholders and the Couponholders and, if the Trustee so requires, shall be
notified to the Instrumentholders as soon as practicable.



|10.2 | Proof of Default
|---- | ----------------

Proof that the relevant Issuer has failed to pay a sum due to the holder of any one Instrument or Coupon shall (unless the contrary be proved) be sufficient evidence that it has made the same default as
regards all other Instruments or Coupons which are then payable.



|  
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|11 | Trustee not Precluded from Entering into Contracts
|-- | --------------------------------------------------

The Trustee and any other person, whether or not acting for itself, may acquire, hold or dispose of any Instrument,
Coupon, Talon or other security (or any interest therein) of either of the Issuers or any other person, may enter into or be interested in any contract or transaction with any such person and may act on, or as depositary or agent for, any committee
or body of holders of any securities of any such person in each case with the same rights as it would have had if the Trustee were not acting as Trustee and need not account for any profit.



|12 | Modification and Substitution
|-- | -----------------------------



|12.1 | Modification
|---- | ------------

The Trustee may agree without the consent of the Instrumentholders or Couponholders to any modification to this Trust Deed of a formal, minor or technical nature or to correct a manifest error. The
Trustee may also so agree to any other modification to this Trust Deed which is in its opinion not materially prejudicial to the interests of the Instrumentholders of the relevant Series, but such power does not extend to any such modification as is
mentioned in the proviso to paragraph 2 of Schedule 3 (Provisions for Meetings of Instrumentholders). Any such modification, authorisation or waiver shall be binding on the relevant Instrumentholders and Couponholders and if the Trustee so requires,
such modification shall be notified to the relevant Instrumentholders as soon as practicable.



|12.2 | Substitution
|---- | ------------



| | 12.2.1 | The Trustee may, without the consent of the Instrumentholders or Couponholders, agree to the substitution of any other company (the
Substituted Obligor) in place of such Issuer (or of any previous substitute under this Clause 12) as the principal debtor under this Trust Deed (or, in the case of Australian Domestic Instruments, under the Deed Poll) and the
relevant Instruments, Coupons and Talons provided that such substitution would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Instrumentholders, and further provided that:
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be
bound by this Trust Deed (and, in the case of Australian Domestic Instruments, the Deed Poll) and the relevant Instruments, Coupons and Talons (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been
named in this Trust Deed (and, in the case of Australian Domestic Instruments, the Deed Poll) and the relevant Instruments, Coupons and Talons as the principal debtor in place of such Issuer;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax
(the Substituted Territory) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) such Issuer is subject generally (the Issuers Territory), the Substituted
Obligor shall (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 7 with the substitution for the references in that Condition to such Issuers Territory of
references to the Substituted Territory whereupon the Trust Deed (and, in the case of Australian Domestic Instruments, the Deed Poll), and the relevant Instruments, Coupons and Talons shall be read accordingly;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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|20



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| | (iii) | if any two directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee need not have
regard to the Substituted Obligors financial condition, profits or prospects or compare them with those of such Issuer;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | such Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the relevant
Instrumentholders; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | the Trustee is satisfied (i) the Substituted Obligor has obtained all necessary governmental and regulatory approvals and consents necessary
for its assumption of liability as principal debtor in respect of the relevant Instruments in place of such Issuer (or a previous substitute), (ii) all necessary governmental and regulatory approvals and consents necessary for or in connection
with the assumption by the Substituted Obligor of its obligations under the relevant Instruments and Coupons and (iii) such approvals and consents are at the time of substitution in full force and effect.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12.2.2 | Release of Substituted Issuer
| | ------ | -----------------------------

An agreement by the Trustee pursuant to Clause 12.2 (Substitution) shall, if so expressed, release the relevant Issuer (or a previous substitute) from any or all of its obligations under this Trust Deed
(and, in the case of Australian Domestic Instruments, under the Deed Poll) and the relevant Instruments, Coupons and Talons. Notice of the substitution shall be given to the Instrumentholders within 14 days of the execution of such documents and
compliance with such requirements.



| | 12.2.3 | Completion of Substitution
| | ------ | --------------------------

On completion of the formalities set out in Clause 12.2 (Substitution), the Substituted Obligor shall be deemed to be named in this Trust Deed (and, in the case of Australian Domestic Instruments, the
Deed Poll) and the relevant Instruments, Coupons and Talons as the principal debtor in place of the relevant Issuer (or of any previous substitute) and this Trust Deed (and, in the case of Australian Domestic Instruments, the Deed Poll) and the
relevant Instruments, Coupons and Talons shall be deemed to be amended as necessary to give effect to the substitution.



|13 | Appointment, Retirement and Removal of the Trustee
|-- | --------------------------------------------------



|13.1 | Appointment
|---- | -----------

Each of the Issuers has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. The Trustee shall at all times be a trust corporation
and such trust corporation may be the sole Trustee. Any appointment of a new Trustee shall be notified by each of the Issuers to its Instrumentholders in accordance with Condition 14 as soon as practicable.



|  
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|21



---

|13.2 | Retirement and Removal
|---- | ----------------------

Any Trustee may retire at any time on giving at least three months written notice to each of the Issuers without giving any reason or being responsible for any costs occasioned by such retirement
and the Instrumentholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of a sole trust corporation shall not be effective until a trust corporation is appointed as successor Trustee. If a sole trust
corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, it shall use all reasonable endeavours to procure that another trust corporation is appointed as Trustee.



|13.3 | Co-Trustees
|---- | -----------

The Trustee may, despite Clause 13.1 (Appointment), by written notice to each of the Issuers, appoint anyone to act either as a separate Trustee in respect of any Issue or as an additional Trustee jointly
with the Trustee:



| | 13.3.1 | if the Trustee considers the appointment to be in the interests of the Instrumentholders and/or the Couponholders;
| | ------ | ------------------------------------------------------------------------------------------------------------------



| | 13.3.2 | to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or
| | ------ | --------------------------------------------------------------------------------------------------------------------------------



| | 13.3.3 | to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction.
| | ------ | ------------------------------------------------------------------------------------------------------

Subject to the provisions of this Trust Deed the Trustee may, in the Instrument of appointment, confer on any person so
appointed such functions as it thinks fit. The Trustee may by written notice to each of the Issuers and that person remove that person. At the Trustees request, each Issuer shall forthwith do all things as may be required to perfect such
appointment or removal and each of the Issuers irrevocably appoints the Trustee as its attorney in its name and on its behalf to do so.

Before appointing such person to act as separate Trustee or additional Trustee the Trustee shall (unless it is not, in the opinion of the Trustee, reasonably practicable to do so) give notice to each of
the Issuers of its intention to make such appointment (and the reason for that) and shall give due consideration to representations made by each of the Issuers concerning such appointment. Where, as a result of this provision, not all the
Instruments have the same Trustee, the provisions of this Trust Deed shall apply in respect of each such Trustee as if each were named as a party to this Trust Deed.



|13.4 | Competence of a Majority of Trustees
|---- | ------------------------------------

If there are more than two Trustees the majority of them shall be competent to perform the Trustees functions
provided the majority includes a trust corporation.



|14 | Instruments held in Clearing Systems and Couponholders
|-- | ------------------------------------------------------



|14.1 | Instruments Held in Clearing Systems
|---- | ------------------------------------



| | 14.1.1 | So long as any Global Instrument is held on behalf of a clearing system, in considering the interests of Instrumentholders, the Trustee may
have regard to any information provided to it by the relevant clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any such Global Instrument and may
consider such interests on the basis that such accountholders or participants were the holder(s) of such Global Instrument.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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|22



---

| | 14.1.2 | Subject to Clause 3.4, so long as any Australian Domestic Instrument is held in a clearing system, in considering the interests of
Instrumentholders, the Trustee may have regard to any information provided to it by the relevant clearing system or its operator as to the identity (either individually or by category) of its accountholders or participants with entitlements to any
such Australian Domestic Instrument and may consider such interests on the basis that such accountholders or participants were the holder(s) of such Australian Domestic Instrument.
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14.2 | Reliance on Instruments Held in Clearing Systems
|---- | ------------------------------------------------

The Trustee and any Issuer may call for and, except in the case of manifest error, shall be at liberty to accept and place
full reliance on as sufficient evidence thereof any certificate, letter of confirmation or other document issued on behalf of the relevant clearing system or any form of record made by any of them or such other evidence and/or information and/or
certification as it shall, in its absolute discretion, think fit to the effect that at any particular time or throughout any particular period any particular person is, was, or will be, shown in its records as the holder of a particular nominal
amount of Instruments represented by a Global Instrument or an Australian Domestic Instrument and if the Trustee or any Issuer does so rely, such letter of confirmation, form of record, evidence, information or certification shall be conclusive and
binding on all concerned for all purposes. Any such certificate may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclears EUCLID or Clearstream, Luxembourgs
Creation Online system) in accordance with its usual procedures and in which the holder of a particular nominal amount of Instruments is clearly identified together with the amount of such holding. Neither an Issuer nor the Trustee shall be liable
to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by the relevant clearing system and subsequently found to be forged or not authentic.



|14.3 | Couponholders
|---- | -------------

No notices need be given to Couponholders. They shall be deemed to have notice of the contents of any notice given to Instrumentholders. Even if it has express notice to the contrary, in exercising any of
its functions by reference to the interests of the Instrumentholders, the Trustee shall assume that the holder of each Instrument is the holder of all Coupons and Talons relating to it.



|15 | Currency Indemnity
|-- | ------------------



|15.1 | Currency of Account and Payment
|---- | -------------------------------

The Contractual Currency is the sole currency of account and payment for all sums payable by each of the Issuers under or in connection with this Trust Deed, the Instruments and the Coupons, including
damages.



|15.2 | Extent of Discharge
|---- | -------------------

An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency,
winding-up or dissolution of either of the Issuers or



|  
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|23



---

otherwise), by the Trustee or any Instrumentholder or Couponholder in respect of any sum expressed to be due to it from the relevant Issuer, shall only discharge such Issuer to the extent of the
Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the
first date on which it is practicable to do so).



|15.3 | Indemnity
|---- | ---------

If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed, the Instruments or the Coupons, the relevant Issuer shall
indemnify the recipient against any loss sustained by it as a result. In any event, the relevant Issuer shall indemnify the recipient against the cost of making any such purchase.



|15.4 | Indemnity Separate
|---- | ------------------

The indemnities in this Clause 15 and in Clause 7.5 (Indemnity) constitute separate and independent obligations from the other obligations in this Trust Deed, shall give rise to a separate and independent
course of action, shall apply irrespective of any indulgence granted by the Trustee and/or any Instrumentholder or Couponholder and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in
respect of any sum due under this Trust Deed, the Instruments and/or the Coupons or any other judgment or order.



|16 | Enforcement
|-- | -----------



|16.1 | Trustee to enforce
|---- | ------------------

Only the Trustee may enforce the rights of the Instrumentholders and Couponholders against the relevant Issuer, whether the same arise under the general law, this Trust Deed, the Instruments, the Coupons
or otherwise, and no Instrumentholder or Couponholder shall be entitled to proceed directly against the relevant Issuer unless the Trustee, having become bound to proceed, fails to do so within a reasonable time and such failure is continuing.



|16.2 | Trustees Indemnity
|---- | -------------------

The Trustee shall not be bound to take any steps to enforce the performance of any provisions of this Trust Deed, the Instruments or the Coupons or to appoint an independent financial adviser pursuant to
the Conditions of the Instruments unless it shall be indemnified and/or secured and/or prefunded by the relevant Instrumentholders and/or Couponholders to its satisfaction against all proceedings, claims and demands to which it may be liable and
against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the costs of its managements time and/or other internal resources, calculated using its normal
hourly rates in force from time to time.



|  
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|24



---

|16.3 | Legal proceedings
|---- | -----------------

If the Trustee (or any Instrumentholder or Couponholder where entitled in accordance with this Trust Deed so to do) institutes legal proceedings against the relevant Issuer to enforce any obligations
under this Trust Deed:



| | 16.3.1 | proof in such proceedings that as regards any specified Instrument such Issuer has made default in paying any principal or interest due to
the relevant Instrumentholder shall (unless the contrary be proved) be sufficient evidence that such Issuer has made the same default as regards all other Instruments which are then repayable or, as the case may be, in respect of which interest is
then payable; and
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 16.3.2 | proof in such proceedings that as regards any specified Coupon such Issuer has made default in paying any sum due to the relevant
Couponholder shall (unless the contrary be proved) be sufficient evidence that such Issuer has made the same default as regards all other Coupons which are then payable.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|16.4 | Powers additional to general powers
|---- | -----------------------------------

The powers conferred on the Trustee by this Clause 16 shall be in addition to any powers which may from time to time be
vested in the Trustee by general law or as the holder of any Instruments or Coupons.



|17 | Communications
|-- | --------------



|17.1 | Method
|---- | ------

Each communication under this Trust Deed shall be made by fax or otherwise in writing. Each communication or document to be delivered to any party under this Trust Deed shall be sent to that party at the
fax number or postal address, and marked for the attention of the person (if any), from time to time designated by that party to each other party for the purpose of this Trust Deed. The initial telephone number, fax number, postal address and person
so designated by the parties under this Trust Deed are set out in the Procedures Memorandum.



|17.2 | Deemed Receipt
|---- | --------------

Any communication from any party to any other under this Trust Deed shall be effective, (if by fax) when good receipt is confirmed by the recipient following enquiry by the sender and (if in writing) when
received, except that a communication received outside normal business hours shall be deemed to be received on the next business day in the city in which the recipient is located.



|18 | Governing Law and Jurisdiction
|-- | ------------------------------



|18.1 | Governing Law
|---- | -------------

This Trust Deed and any non-contractual obligations arising out of in connection with it shall be governed by, and construed in accordance with, English law.



|18.2 | Jurisdiction
|---- | ------------

The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Trust Deed, the Instruments (other than the Australian Domestic Instruments), the
Coupons or the Talons and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed, the Instruments (other than the Australian Domestic Instruments), the Coupons or the Talons (Proceedings)
may be brought in such courts. Each of the Issuers irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or



|  
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|25



---

on the ground that the Proceedings have been brought in an inconvenient forum. This clause is for the benefit of each of the Trustee and the relevant Instrumentholders (other than the holders of
Australian Domestic Instruments) and Couponholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction (whether concurrently or not).



|18.3 | Australian Courts Jurisdiction
|---- | ------------------------------

The courts of New South Wales, Australia and any courts of appeal from them are to have jurisdiction to settle any disputes that may arise out of or in connection with the Australian Domestic Instruments
and accordingly any legal action or proceedings arising out of or in connection with the Australian Domestic Instruments (Australian Proceedings) may be brought in such courts. Each of the Issuers irrevocably submits to the
jurisdiction of such courts and waives any objections to Australian Proceedings in such courts on the ground of venue or on the ground that the Australian Proceedings have been brought in an inconvenient forum. This submission is for the benefit of
each of the Trustee and the holders of Australian Domestic Instruments and shall not limit the right of any of them to take Australian Proceedings in any other court of competent jurisdiction nor shall the taking of Australian Proceedings in any one
or more jurisdictions preclude the taking of Australian Proceedings in any other jurisdiction (whether concurrently or not).

For so long as any Australian Domestic Instruments are outstanding, each Issuer will appoint an agent as specified in the relevant Final Terms for the time being to accept service of process on its behalf
in New South Wales in respect of any Australian Proceedings. In the event of such agent ceasing to act, the relevant Issuer will appoint another agent.



|  
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|26



---

Schedule 1

Part A

Form of CGN Temporary Global Instrument

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

(incorporated with limited
liability in England and Wales

under the Companies Act 1985 with registered number [04031152/02366977]*)

EURO MEDIUM TERM NOTE PROGRAMME

Series No. []

Tranche No. []

TEMPORARY GLOBAL INSTRUMENT

Temporary Global Instrument No. []

This temporary Global Instrument
is issued without Coupons in respect of the Instruments (the Instruments) of the Tranche and Series specified in the Second Schedule to this temporary Global Instrument of [National Grid plc/National Grid Electricity Transmission
plc]* (the Issuer).



|1 | Interpretation and Definitions
|- | ------------------------------

References in this temporary Global Instrument to the Conditions are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Part B of Schedule 2
(Terms and Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the Trust Deed) dated 10 September 2012 between inter aliosthe Issuer and The Law
Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Instrument (including the supplemental definitions and any modifications or additions set out in
the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Instrument shall have the meanings given to them in the Conditions or the Trust Deed. If the Second Schedule to
this temporary Global Instrument specifies that the applicable TEFRA exemption is either C Rules or not applicable, this temporary Global Instrument is a C Rules Instrument, otherwise this temporary Global
Instrument is a D Rules Instrument.



|2 | Aggregate Nominal Amount
|- | ------------------------

The aggregate nominal amount from time to time of this temporary Global Instrument shall be an amount equal to the aggregate nominal amount of the Instruments as shall be shown by the latest entry in the
fourth column of the First Schedule to this temporary Global Instrument, which shall be completed by or on behalf of the Issuing and Paying Agent upon (a) the issue of Instruments represented by this temporary Global Instrument, (b) the
exchange of the whole or a part of this temporary Global Instrument for a corresponding interest in a permanent Global Instrument or, as the case may be, for Definitive Instruments and/or (c) the redemption or purchase and cancellation of
Instruments represented by this temporary Global Instrument all as described below.





|* | Delete as applicable.
|- | ---------------------



|  
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|27



---

|3 | Promise to Pay
|- | --------------

Subject as provided in this temporary Global Instrument, the Issuer, for value received, by this temporary Global Instrument promises to pay to the bearer of this temporary Global Instrument, upon
presentation and (when no further payment is due in respect of this temporary Global Instrument) surrender of this temporary Global Instrument, on the Maturity Date (or on such earlier date or, if the Maturity Date is specified to be perpetual, on
such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Instruments
represented by this temporary Global Instrument and (unless this temporary Global Instrument does not bear interest) to pay interest in respect of the Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment,
and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments, together with such other sums and additional amounts (if any) as may be
payable under the Conditions, in accordance with the Conditions.



|4 | Exchange
|- | --------

On or after the first day following the expiry of 40 days after the Issue Date (the Exchange Date), this temporary Global Instrument may be exchanged (free of charge to the holder) in
whole or (in the case of a D Rules Instrument only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Issuing and Paying Agent for interests in a permanent Global Instrument or, if so
specified in the Second Schedule to this temporary Global Instrument, for Definitive Instruments in an aggregate nominal amount equal to the nominal amount of this temporary Global Instrument submitted for exchange provided that, in the case
of any part of a D Rules Instrument submitted for exchange for a permanent Global Instrument or Definitive Instruments, there shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the
Exchange Date.

Certification means the presentation to the Issuing and Paying Agent of a
certificate or certificates with respect to one or more interests in this temporary Global Instrument, signed by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 3 (Provisions for Meetings of Instrumentholders)
to the Trust Deed to the effect that it has received a certificate or certificates substantially to the effect set out in Schedule 3 to the Agency Agreement with respect to it and that no contrary advice as to the contents of the certificate has
been received by Euroclear or Clearstream, Luxembourg, as the case may be.

Upon the whole or a part of this
temporary Global Instrument being exchanged for a permanent Global Instrument, such permanent Global Instrument shall be exchangeable in accordance with its terms for Definitive Instruments.

The Definitive Instruments, for which this temporary Global Instrument or a permanent Global Instrument may be
exchangeable, shall be duly executed and authenticated, shall, in the case of Definitive Instruments, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest which have not already been paid on this temporary Global
Instrument or the permanent Global Instrument, as the case may be, shall be security printed and shall be substantially in the form set out in the relevant Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of
the Second Schedule to this temporary Global Instrument.



|  
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|28



---

On any exchange of a part of this temporary Global Instrument for an
equivalent interest in a permanent Global Instrument or for Definitive Instruments, as the case may be, the portion of the nominal amount of this temporary Global Instrument so exchanged shall be endorsed by or on behalf of the Issuing and Paying
Agent in Part 1 of the First Schedule to this temporary Global Instrument, whereupon the nominal amount of this temporary Global Instrument shall be reduced for all purposes by the amount so exchanged and endorsed.



|5 | Benefit of Conditions
|- | ---------------------

Except as otherwise specified in this temporary Global Instrument, this temporary Global Instrument is subject to the Conditions and the Trust Deed and, until the whole of this temporary Global Instrument
is exchanged for equivalent interests in a permanent Global Instrument or for Definitive Instruments, as the case may be, the holder of this temporary Global Instrument shall in all respects be entitled to the same benefits as if it were the holder
of the permanent Global Instrument (or the relevant part of it) or the Definitive Instruments, as the case may be, for which it may be exchanged as if such permanent Global Instrument or Definitive Instruments had been issued on the Issue Date.



|6 | Payments
|- | --------

No person shall be entitled to receive any payment in respect of the Instruments represented by this temporary Global Instrument which falls due on or after the Exchange Date unless, upon due presentation
of this temporary Global Instrument for exchange, delivery of (or, in the case of a subsequent exchange, due endorsement of) a permanent Global Instrument or delivery of Definitive Instruments, as the case may be, is improperly withheld or refused
by or on behalf of the Issuer.

Payments due in respect of a D Rules Instrument before the Exchange Date shall
only be made in relation to such nominal amount of this temporary Global Instrument with respect to which there shall have been Certification dated no earlier than such due date for payment.

Any payments which are made in respect of this temporary Global Instrument shall be made to its holder against
presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions. If any payment in full of principal is made in
respect of any Instrument represented by this temporary Global Instrument, the portion of this temporary Global Instrument representing such Instrument shall be cancelled and the amount so cancelled shall be endorsed by or on behalf of the Issuing
and Paying Agent in the First Schedule to this temporary Global Instrument (such endorsement being prima facie evidence that the payment in question has been made) upon which the nominal amount of this temporary Global Instrument shall be reduced
for all purposes by the amount so cancelled and endorsed. If any other payments are made in respect of the Instruments represented by this temporary Global Instrument, a record of each such payment shall be endorsed by or on behalf of the Issuing
and Paying Agent on an additional schedule to this temporary Global Instrument (such endorsement being prima facie evidence that the payment in question has been made). Condition 6.5(e) and Condition 7(e)(i) will apply to the Definitive Instruments
only.



|  
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|29



---

For the purposes of any payments made in respect of this temporary Global
Instrument, the words in the relevant place of presentation shall not apply in the definition of business day in Condition 6.7 (Non-Business Days).



|7 | Cancellation
|- | ------------

Cancellation of any Instrument represented by this temporary Global Instrument which is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the
nominal amount of this temporary Global Instrument representing such Instrument on its presentation to or to the order of the Issuing and Paying Agent for endorsement in the First Schedule to this temporary Global Instrument, upon which the nominal
amount of this temporary Global Instrument shall be reduced for all purposes by the amount so cancelled and endorsed.



|8 | Notices
|- | -------

Notices required to be given in respect of the Instruments represented by this temporary Global Instrument may be given by their being delivered (so long as this temporary Global Instrument is held on
behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this temporary Global Instrument, rather than by
publication as required by the Conditions.

No provision of this temporary Global Instrument shall alter or
impair the obligation of the Issuer to pay the principal and premium of and interest on the Instruments when due in accordance with the Conditions.

This temporary Global Instrument shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent.

This temporary Global Instrument and all matters arising from or connected with it shall be governed by and construed in
accordance with English law.



|  
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|30



---

In witness of which the Issuer has caused this temporary Global Instrument to be duly
signed on its behalf.

Dated as of the Issue Date.

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

By:

CERTIFICATE OF AUTHENTICATION OF THE ISSUING AND PAYING AGENT

This temporary Global Instrument is authenticated by or on behalf of the Issuing and Paying Agent.

THE BANK OF NEW YORK MELLON

as Issuing and Paying Agent

By:

Authorised Signatory

For the purposes of authentication only

ANY UNITED STATES PERSON WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 1650) AND 1287(a) OF THE INTERNAL REVENUE CODE.





|* | Delete as applicable.
|- | ---------------------



|  
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|31



---

The First Schedule

Nominal amount of Instruments represented by this temporary Global Instrument

The following (i) issue of Instruments initially represented by this temporary Global Instrument, (ii) exchanges of the whole
or a part of this temporary Global Instrument for interests in a permanent Global Instrument or for Definitive Instruments and/or (iii) cancellations or forfeitures of interests in this temporary Global Instrument have been made, resulting in
the nominal amount of this temporary Global Instrument specified in the latest entry in the fourth column below:



|           |  |                                                                       |  |                                                                                                              |  |                                                                                     |  |                                                            
|---------- |  | --------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|Date       |  | Amount of decrease innominal amount of thistemporary
GlobalInstrument |  | Reason for decrease innominal amount of
thistemporary GlobalInstrument (exchange,cancellation or forfeiture) |  | Nominal amount of thistemporary GlobalInstrument on
issue orfollowing such decrease |  | Notation made by or onbehalf of the Issuing
andPaying Agent
|Issue Date |  | not applicable                                                        |  | not applicable                                                                                               |  |                                                                                     |  |                                                            







|  
|--
|32



---

The Second Schedule

[Insert the provisions of Part A of the relevant Final Terms that relate to the Conditions or the Global Instruments as the Second
Schedule]



|  
|--
|33



---

Schedule 1

Part B

Form of CGN Permanent Global Instrument

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES
INC. (CDS) TO [NATIONAL GRID PLC] [NATIONAL GRID ELECTRICITY TRANSMISSION PLC] (THE ISSUER) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE
NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS
RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]§

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

(Incorporated with limited liability in England and Wales

under the Companies Act
1985 with registered number [04031152/02366977]*)

EURO MEDIUM TERM NOTE PROGRAMME

Series No. [] Tranche No. []

PERMANENT GLOBAL INSTRUMENT

Permanent Global Instrument No. []

This permanent Global Instrument is issued without Coupons in respect of the Instruments (the
Instruments) of the Tranche(s) and Series specified in the Third Schedule to this permanent Global Instrument of [National Grid plc/National Grid Electricity Transmission plc]* (the Issuer).



|1 | Interpretation and Definitions
|- | ------------------------------

References in this permanent Global Instrument to the Conditions are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Part B of Schedule 2
(Terms and Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the Trust Deed) dated 10 September 2012 between, inter alios, the Issuer and The Law
Debenture Trust Corporation p.I.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Instrument (including the supplemental definitions and any modifications or additions set out in
the Third Schedule to this permanent Global Instrument), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Instrument shall have the meanings given to them in the Conditions or the Trust Deed.





|§ | Only applicable to Instruments which are settling and clearing In CDS.
|- | ----------------------------------------------------------------------

|* | Delete as applicable.
|- | ---------------------



|  
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|34



---

|2 | Aggregate Nominal Amount
|- | ------------------------

The aggregate nominal amount from time to time of this permanent Global Instrument shall be an amount equal to the aggregate nominal amount of the Instruments as shall be shown by the latest entry in the
fourth column of the First Schedule to this permanent Global Instrument, which shall be completed by or on behalf of the Issuing and Paying Agent upon (a) the exchange of the whole or a part of the temporary Global Instrument initially
representing the Instruments for a corresponding interest in this permanent Global Instrument (in the case of Instruments represented by a temporary Global Instrument upon issue), (b) the issue of the Instruments represented by this permanent
Global Instrument (in the case of Instruments represented by this permanent Global Instrument upon issue), (c) the exchange of the whole of this permanent Global Instrument for Definitive Instruments and/or (d) the redemption or purchase
and cancellation of Instruments represented by this permanent Global Instrument, all as described below.



|3 | Promise to Pay
|- | --------------

Subject as provided in this permanent Global Instrument, the Issuer, for value received, by this permanent Global Instrument promises to pay to the bearer of this permanent Global Instrument, upon
presentation and (when no further payment is due in respect of this permanent Global Instrument) surrender of this permanent Global Instrument, on the Maturity Date (or on such earlier date or, if the Maturity Date is specified to be perpetual on
such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions), the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Instruments
represented by this permanent Global Instrument and (unless this permanent Global Instrument does not bear interest) to pay interest in respect of the Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment,
and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments, together with such other sums and additional amounts (if any) as may be
payable under the Conditions, in accordance with the Conditions.



|4 | Exchange
|- | --------

This permanent Global Instrument is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not in part for the Definitive Instruments if this permanent Global Instrument is
held on behalf of [Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of
holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.]* [CDS Clearing and Depository Services Inc. (CDS) and (i) CDS has notified the Issuer that it is unwilling or
unable to continue to act as a depository for the Instruments and a successor depository is not appointed by the Issuer within 90 working days after receiving such notice; or (ii) CDS ceases to be a recognised clearing agency under the
Securities Act(Ontario) or a self-regulatory organisation under the Securities Act(Quebec) or other applicable Canadian securities legislation and no successor clearing system satisfactory to the Trustee is available within 90
working days after the Issuer becoming aware that CDS is no longer so recognised.]*





|* | Delete as applicable.
|- | ---------------------



|  
|--
|35



---

Exchange Date means a day falling not less than 60 days,
or in the case of failure to pay principal when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the [Issuing and Paying Agent]* [Canadian
Paying Agent]* is located and, except in the case of exchange pursuant to the first paragraph of this section above, in the cities in which [Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are]* [CDS is]*
located.

Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global
Instrument surrendering this permanent Global Instrument. In exchange for this permanent Global Instrument the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Instruments in an aggregate nominal amount
equal to the nominal amount of this permanent Global Instrument submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in respect of interest which have not already been paid on this permanent
Global Instrument), security printed and substantially in the form set out in Schedule 2 to the Trust Deed as supplemented and/or modified and/or superseded by the terms of the Third Schedule to this permanent Global Instrument.



|5 | Benefit of Conditions
|- | ---------------------

Except as otherwise specified in this permanent Global Instrument, this permanent Global Instrument is subject to the Conditions and the Trust Deed and, until the whole of this permanent Global Instrument
is exchanged for Definitive Instruments, the holder of this permanent Global Instrument shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Instruments for which it may be exchanged and as if such
Definitive Instruments had been issued on the Issue Date.



|6 | Payments
|- | --------

No person shall be entitled to receive any payment in respect of the Instruments represented by this permanent Global Instrument that falls due after an Exchange Date for such Instruments, unless upon due
presentation of this permanent Global Instrument for exchange, delivery of Definitive Instruments is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to
be its obligations under any Definitive Instruments.

Payments in respect of this permanent Global Instrument
shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions. A record of each
such payment shall be endorsed on the First or Second Schedule to this permanent Global Instrument, as appropriate, by the Issuing and Paying Agent or by the relevant Paying Agent, for and on behalf of the Issuing and Paying Agent, which endorsement
shall (until the contrary is proved) be prima facieevidence that the payment in question has been made. Condition 6.5(e) and Condition 7(e)(i) will apply to the Definitive Instruments only.





|* | Delete as applicable.
|- | ---------------------



|  
|--
|36



---

For the purposes of any payments made in respect of this permanent Global
Instrument, the words in the relevant place of presentation shall not apply in the definition of business day in Condition 6.7 (Non-Business Days).



|7 | Prescription
|- | ------------

Claims in respect of principal and interest (as each such term is defined in the Conditions) in respect of this permanent Global Instrument shall become void unless it is presented for payment within a
period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date.



|8 | Meetings
|- | --------

For the purposes of any meeting of Instrumentholders, the holder of this permanent Global Instrument shall (unless this permanent Global Instrument represents only one Instrument) be treated as two
persons for the purposes of any quorum requirements of a meeting of Instrumentholders and, at any such meeting, as having one vote in respect of each integral currency unit of the Specified Currency of the Instruments.



|9 | Cancellation
|- | ------------

Cancellation of any Instrument represented by this permanent Global Instrument which is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the
nominal amount of this permanent Global Instrument representing such Instrument on its presentation to or to the order of the [Issuing and Paying Agent]§ [Canadian Paying Agent]§for endorsement in the First Schedule to this permanent Global Instrument, upon which the nominal amount of this
permanent Global Instrument shall be reduced for all purposes by the amount so cancelled and endorsed.



|10 | Purchase
|-- | --------

Instruments may only be purchased by the Issuer, or any of its subsidiary undertakings if they are purchased together with the right to receive all future payments of interest (if any) on the Instruments
being purchased.



|11 | Issuers Options
|-- | ----------------

Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Instrumentholders within the time limits set out in and containing the information required by
the Conditions, except that the notice shall not be required to contain the serial numbers of Instruments drawn in the case of a partial exercise of an option and accordingly no drawing of Instruments shall be required.



|12 | Instrumentholders Redemption Option [and Restructuring Redemption Option]*
|-- | ---------------------------------------------------------------------------

Any option of the Instrumentholders provided for in the Conditions may be exercised by the holder of this permanent Global
Instrument giving notice to the [Issuing and Paying Agent]§[Canadian Paying Agent]§ within the time limits relating to the deposit of



|§ | Delete as applicable.
|- | ---------------------

|* | If applicable.
|- | --------------



|  
|--
|37



---

Instruments with a Paying Agent set out in the Conditions substantially in
the form of the relevant notice available from any Paying Agent and stating the nominal amount of Instruments in respect of which the option is exercised and at the same time presenting this permanent Global Instrument to the [Issuing and Paying
Agent]* [Canadian Paying Agent]*, or to a Paying Agent acting on behalf of the [Issuing and Paying Agent]* [Canadian Paying Agent]*, for notation accordingly in the Fourth Schedule to this permanent Global Instrument.



|13 | Notices
|-- | -------

Notices required to be given in respect of the Instruments represented by this permanent Global Instrument may be given by their being delivered (so long as this permanent Global Instrument is held on
behalf of Euroclear, Clearstream, Luxembourg [, CDS]* or any Alternative Clearing System) to Euroclear, Clearstream, Luxembourg [, CDS]* or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global
Instrument, rather than by publication as required by the Conditions.



|14 | Negotiability
|-- | -------------

This permanent Global Instrument is a bearer document and negotiable and accordingly:



| | (a) | is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining to this
permanent Global Instrument and to bind the transferee with all obligations appertaining to this permanent Global Instrument pursuant to the Conditions;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the holder of this permanent Global Instrument is and shall be absolutely entitled as against all previous holders to receive all amounts by way of
amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Instrument and the Issuer has waived against such holder and any previous holder of this permanent Global Instrument all rights of set-off or
counterclaim which would or might otherwise be available to it in respect of the obligations evidenced by this permanent Global Instrument; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | payment upon due presentation of this permanent Global Instrument as provided in this permanent Global Instrument shall operate as a good discharge
against such holder and all previous holders of this permanent Global Instrument.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No
provisions of this permanent Global Instrument shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Instruments when due in accordance with the Conditions.

This permanent Global Instrument shall not be valid or become obligatory for any purpose until authenticated by or on
behalf of the [Issuing and Paying Agent]* [Canadian Paying Agent]*.

This permanent Global Instrument and all
matters arising from or connected with it shall be governed by, and construed in accordance with, English law.





|* | Delete as applicable.
|- | ---------------------



|  
|--
|38



---

In witness of which the Issuer has caused this permanent Global Instrument to be duly
signed on its behalf.

Dated as of the Issue Date.

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

By:

CERTIFICATE OF AUTHENTICATION OF THE ISSUING AND PAYING AGENT

This permanent Global Instrument is authenticated by or on behalf of the Issuing and Paying Agent.

[THE BANK OF NEW YORK MELLON]* [BNY TRUST COMPANY OF CANADA]*

as [Issuing and Paying Agent]* [Canadian Paying Agent]*

By:

Authorised Signatory

For the purposes of authentication only

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.





|* | Delete as applicable.
|- | ---------------------



|  
|--
|39



---

The First Schedule

Nominal amount of Instruments

represented by this permanent Global Instrument

The following
(i) issue of Instruments initially represented by this permanent Global Instrument, (ii) exchanges of interests in a temporary Global Instrument for interests in this permanent Global Instrument or for Definitive Instruments and/or
(iii) cancellations or forfeitures of interests in this permanent Global Instrument have been made, resulting in the nominal amount of this permanent Global Instrument specified in the latest entry in the fourth column below:



|     |  |                                                                                 |  |                                                                                                                                                                             |  |                                                                                              |  |                                                                                       
|---- |  | ------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------
|Date |  | Amount of increase/decrease in nominalamount of this
permanentGlobal Instrument |  | Reason for increase/decrease in nominalamount of
this permanentGlobal Instrument (initialissue, exchange,cancellation, forfeiture orpayment, stating amount ofpayment made) |  | Nominal amount of thispermanent GlobalInstrument on
issue orfollowing such increase/decrease |  | Notation made by or onbehalf of the [Issuing
andPaying Agent]§ [CanadianPaying Agent]§







|§ | Delete as applicable.
|- | ---------------------



|  
|--
|40



---

The Second Schedule

Payments of Interest

The following payments of interest or Interest Amount in respect of this permanent Global Instrument have been made:



|                    |  |                 |  |                    |  |                                                             
|------------------- |  | --------------- |  | ------------------ |  | ------------------------------------------------------------
|Due date of payment |  | Date of payment |  | Amount of interest |  | Notation made by or on behalf ofthe Issuing and Paying
Agent







|  
|--
|41



---

The Third Schedule

[Insert the provisions of Part A of the relevant Final Terms that relate to the Conditions or the Global Instruments as the Third
Schedule.]



|  
|--
|42



---

The Fourth Schedule

Exercise of Instrumentholders Redemption Option

[and Restructuring Redemption Option]*

The following exercises of the
option of the Instrumentholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Instrument:



|                 |  |                                                                                       |  |                                                   |  |                                                                                        
|---------------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|Date of exercise |  | Nominal amount of this permanentGlobal Instrument in
respect ofwhich exercise is made |  | Date on which exercise of suchoption is
effective |  | Notation made by or on behalf ofthe [Issuing and Paying
Agent]§[Canadian Paying Agent]§







|* | If applicable.
|- | --------------

|§ | Delete as applicable.
|- | ---------------------



|  
|--
|43



---

Schedule 1

Part C

Form of NGN Temporary Global Instrument

[NATIONAL GRID plc /

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

(Incorporated with limited
liability in England and Wales

under the Companies Act 1985 with registered number [04031152/02366977]*)

EURO MEDIUM TERM NOTE PROGRAMME

Series No. []

Tranche No. []

TEMPORARY GLOBAL INSTRUMENT

Temporary Global Instrument No. []

This temporary Global Instrument
is issued without Coupons in respect of the Instruments (the Instruments) of the Tranche and Series specified in Part A of the Schedule to this temporary Global Instrument of [National Grid plc/National Grid Electricity
Transmission plc]* (the Issuer).



|1 | Interpretation and Definitions
|- | ------------------------------

References in this temporary Global Instrument to the Conditions are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Part B of Schedule 2
(Terms and Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the Trust Deed) dated 10 September 2012 between, inter alios, the Issuer and The
Law Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Instrument (including the supplemental definitions and any modifications or additions set
out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Instrument shall have the meanings given to them in the Conditions or the Trust Deed. If the Schedule to
this temporary Global Instrument specifies that the applicable TEFRA exemption is either C Rules or not applicable, this temporary Global Instrument is a C Rules Instrument, otherwise this temporary Global
Instrument is a D Rules Instrument.



|2 | Aggregate Nominal Amount
|- | ------------------------

The aggregate nominal amount from time to time of this temporary Global Instrument shall be an amount equal to the aggregate nominal amount of the Instruments from time to time entered in the records of
both Euroclear and Clearstream, Luxembourg (together the relevant Clearing Systems), which shall be completed by or on behalf of the Issuing and Paying Agent upon (a) the issue of Instruments represented by this temporary
Global Instrument, (b) the exchange of the whole or a part of this temporary Global Instrument for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Instrument or, as the case may be, for
Definitive Instruments and/or (c) the redemption or purchase and cancellation of Instruments represented by this temporary Global Instrument, all as described below.





|* | Delete as applicable.
|- | ---------------------



|  
|--
|44



---

The records of the relevant Clearing Systems (which expression in this
temporary Global Instrument means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers interests in the Instruments) shall be conclusive evidence of the nominal amount of the
Instruments represented by this temporary Global Instrument and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Instruments
represented by the temporary Global Instrument at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time.



|3 | Promise to Pay
|- | --------------

Subject as provided in this temporary Global Instrument, the Issuer, for value received by this temporary Global Instrument, promises to pay to the bearer of this temporary Global Instrument, upon
presentation and (when no further payment is due in respect of this temporary Global Instrument) surrender of this temporary Global Instrument, on the Maturity Date (or on such earlier date or, if the Maturity Date is specified to be perpetual, on
such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Instruments
represented by this temporary Global Instrument and (unless this temporary Global Instrument does not bear interest) to pay interest in respect of the Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment,
and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments, together with such other sums and additional amounts (if any) as may be
payable under the Conditions, in accordance with the Conditions.



|4 | Exchange
|- | --------

On or after the first day following the expiry of 40 days after the Issue Date (the Exchange Date), this temporary Global Instrument may be exchanged (free of charge to the holder) in
whole or (in the case of a D Rules Instrument only) from time to time in part by its presentation and, on exchange in full, surrender to or to the order of the Issuing and Paying Agent for interests recorded in the records of the relevant Clearing
Systems in a permanent Global Instrument or, if so specified in Part A of the Schedule to this temporary Global Instrument, for Definitive Instruments in an aggregate nominal amount equal to the nominal amount of this temporary Global Instrument
submitted for exchange provided that, in the case of any part of a D Rules Instrument submitted for exchange for interests recorded in the records of the relevant Clearing Systems in a permanent Global Instrument or Definitive Instruments, there
shall have been Certification with respect to such nominal amount submitted for such exchange dated no earlier than the Exchange Date.

Certification means the presentation to the Issuing and Paying Agent of a certificate or certificates with respect to one or more interests in this temporary Global Instrument, signed
by Euroclear or Clearstream, Luxembourg, substantially to the effect set out in Schedule 3 (Provisions for Meetings of Instrumentholders) to the Trust Deed to the effect that it has received a certificate or certificates substantially to the
effect set out in Schedule 2 to the Trust Deed with respect to it and that no contrary advice as to the contents of the certificate has been received by Euroclear or Clearstream, Luxembourg, as the case may be.



|  
|--
|45



---

Upon the whole or a part of this temporary Global Instrument being exchanged
for a permanent Global Instrument, such permanent Global Instrument shall be exchangeable in accordance with its terms for Definitive Instruments.

The Definitive Instruments, for which this temporary Global Instrument or a permanent Global Instrument may be exchangeable, shall be duly executed and authenticated, shall, in the case of Definitive
Instruments, have attached to them all Coupons (and, where appropriate, Talons) in respect of interest which have not already been paid on this temporary Global Instrument or the permanent Global Instrument, as the case may be, shall be security
printed and shall be substantially in the form set out in the relevant Schedules to the Trust Deed as supplemented and/or modified and/or superseded by the terms of Part A of the Schedule to this temporary Global Instrument.

On any exchange of a part of this temporary Global Instrument for an equivalent interest recorded in the records of the
relevant Clearing Systems in a permanent Global Instrument or for Definitive Instruments, as the case may be, the Issuer shall procure that details of the portion of the nominal amount hereof so exchanged shall be entered pro rata in the records of
the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Instruments recorded in the records of the relevant Clearing Systems and represented by this temporary Global Instrument shall be reduced for all purposes by
an amount equal to such portion so exchanged.



|5 | Benefit of Conditions
|- | ---------------------

Except as otherwise specified in this temporary Global Instrument, this temporary Global Instrument is subject to the Conditions and the Trust Deed and, until the whole of this temporary Global Instrument
is exchanged for equivalent interests in a permanent Global Instrument or for Definitive Instruments, as the case may be, the holder of this temporary Global Instrument shall in all respects be entitled to the same benefits as if it were the holder
of the permanent Global Instrument (or the relevant part of it) or the Definitive Instruments, as the case may be, for which it may be exchanged as if such permanent Global Instrument or Definitive Instruments had been issued on the Issue Date.



|6 | Payments
|- | --------

No person shall be entitled to receive any payment in respect of the Instruments represented by this temporary Global Instrument which falls due on or after the Exchange Date unless, upon due presentation
of this temporary Global Instrument for exchange, delivery of (or, in the case of a subsequent exchange, a corresponding entry being recorded in the records of the relevant Clearing Systems) a permanent Global Instrument or delivery of Definitive
Instruments, as the case may be, is improperly withheld or refused by or on behalf of the Issuer.

Payments due
in respect of a D Rules Instrument before the Exchange Date shall only be made in relation to such nominal amount of this temporary Global Instrument with respect to which there shall have been Certification dated no earlier than such due date for
payment.



|  
|--
|46



---

Any payments which are made in respect of this temporary Global Instrument
shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions and each payment
so made will discharge the Issuers obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. If any payment in full or in part of
principal is made in respect of any Instrument represented by this temporary Global Instrument, the Issuer shall procure that details of such payment shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry
being made, the nominal amount of the Instruments recorded in the records of the relevant Clearing Systems and represented by this temporary Global Instrument shall be reduced by the aggregate nominal amount of the Instruments so redeemed. If any
other payments are made in respect of the Instruments represented by this temporary Global Instrument, the Issuer shall procure that a record of each such payment shall be entered pro rata in the records of the relevant Clearing Systems). Condition
6.5(e) and Condition 7(e)(i) will apply to the Definitive Instruments only.

For the purposes of any payments
made in respect of this temporary Global Instrument, the words in the relevant place of presentation shall not apply in the definition of business day in Condition 6.7 (Non-Business Days).



|7 | Cancellation
|- | ------------

On cancellation of any Instrument represented by this temporary Global Instrument which is required by the Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that
details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Instrument recorded in the records of the relevant Clearing Systems and represented
by this temporary Global Instrument shall be reduced by the aggregate nominal amount of the Instruments so cancelled.



|8 | Notices
|- | -------

Notices required to be given in respect of the Instruments represented by this temporary Global Instrument may be given by their being delivered (so long as this temporary Global Instrument is held on
behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this temporary Global Instrument, rather than by
publication as required by the Conditions.

No provision of this temporary Global Instrument shall alter or
impair the obligation of the Issuer to pay the principal and premium of and interest on the Instruments when due in accordance with the Conditions.

This temporary Global Instrument shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent and effectuated by the entity appointed as
Common Safekeeper by the relevant Clearing Systems.

This temporary Global Instrument and all matters arising
from or connected with it shall be governed by and construed in accordance with English law.



|  
|--
|47



---

In witnessof which the Issuer has caused this temporary Global Instrument to be duly
signed on its behalf.

Dated as of the Issue Date.

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

By:

Authorised Signatory

CERTIFICATE OF AUTHENTICATION OF THE ISSUING AND PAYING AGENT

This
temporary Global Instrument is authenticated by or on behalf of the Issuing and Paying Agent.

THE BANK OF NEW YORK MELLON

as Issuing and Paying Agent

By:

Authorised Signatory

For the purposes of authentication only

Effectuation

This temporary Global Instrument is effectuated by

[COMMON SAFEKEEPER]

As Common Safekeeper

By:

Authorised Signatory

For the purposes of effectuation only

ANY UNITED STATES PERSON WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.





|* | Delete as applicable.
|- | ---------------------



|  
|--
|48



---

The Schedule

[Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Instruments as the Schedule]



|  
|--
|49



---

Schedule 1

Part D

Form of NGN Permanent Global Instrument

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

(incorporated with limited liability in England and Wales

under the Companies Act 1985 with registered number [04031152/02366977]*)

EURO
MEDIUM TERM NOTE PROGRAMME

Series No. []

Tranche No. []

PERMANENT GLOBAL INSTRUMENT

Permanent Global Instrument No. []

This permanent Global Instrument is issued without Coupons in respect of the Instruments (the
Instruments) of the Tranche(s) and Series specified in Part A of the Schedule to this permanent Global Instrument of [National Grid plc/National Grid Electricity Transmission plc]* (the Issuer).



|1 | Interpretation and Definitions
|- | ------------------------------

References in this permanent Global Instrument to the Conditions are to the Terms and Conditions applicable to the Instruments (which are in the form set out in Part B of Schedule 2 (Terms and
Conditions of the Instruments) to the amended and restated trust deed (as amended or supplemented as at the Issue Date, the Trust Deed) dated 10 September 2012 between, inter alios, the Issuer and The Law Debenture
Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Instrument (including the supplemental definitions and any modifications or additions set out in the Third
Schedule to this permanent Global Instrument), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Instrument shall have the meanings given to them in the Conditions or the Trust Deed.



|2 | Aggregate Nominal Amount
|- | ------------------------

The aggregate nominal amount from time to time of this permanent Global Instrument shall be an amount equal to the aggregate nominal amount of the Instruments from time to time entered in the records of
both Euroclear and Clearstream, Luxembourg (together, the relevant Clearing Systems), which shall be completed and/or amended as the case may be upon (a) the exchange of the whole or a part of the interests recorded in the
records of the relevant Clearing Systems in the temporary Global Instrument initially representing the Instruments for a corresponding interest in this permanent Global Instrument (in the case of Instruments represented by a temporary Global
Instrument upon issue), (b) the issue of the Instruments represented by this permanent Global Instrument (in the case of Instruments represented by this permanent Global Instrument upon issue), (c) the exchange of the whole of this
permanent Global Instrument for Definitive Instruments and/or (d) the redemption or purchase and cancellation of Instruments represented by this permanent Global Instrument, all as described below.



|* | Delete as applicable.
|- | ---------------------



|  
|--
|50



---

The records of the relevant Clearing Systems (which expression in this
permanent Global Instrument means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers interests in the Instruments) shall be conclusive evidence of the nominal amount of the
Instruments represented by this permanent Global Instrument and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Instruments
represented by this permanent Global Instrument at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.



|3 | Promise to Pay
|- | --------------

Subject as provided in this permanent Global Instrument, the Issuer, for value received, by this permanent Global Instrument promises to pay to the bearer of this permanent Global Instrument, upon
presentation and (when no further payment is due in respect of this permanent Global Instrument) surrender of this permanent Global Instrument, on the Maturity Date (or on such earlier date or, if the Maturity Date is specified to be perpetual on
such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions), the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Instruments
represented by this permanent Global Instrument and (unless this permanent Global Instrument does not bear interest) to pay interest in respect of the Instruments from the Interest Commencement Date in arrear at the rates, on the dates for payment,
and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Instruments, together with such other sums and additional amounts (if any) as may be
payable under the Conditions, in accordance with the Conditions.



|4 | Exchange
|- | --------

This permanent Global Instrument is exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not in part for the Definitive Instruments if this permanent Global Instrument is
held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of
holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.

Exchange Date means a day falling not less than 60 days, or in the case of failure to pay principal
when due, 30 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and, except in the case of exchange pursuant
to the first paragraph of this section above, in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located.

Any such exchange may be effected on or after an Exchange Date by the holder of this permanent Global Instrument
surrendering this permanent Global Instrument. In exchange for this permanent Global Instrument the Issuer shall deliver, or procure the delivery of, duly executed and authenticated Definitive Instruments in an aggregate nominal amount equal to the
nominal amount of this permanent Global Instrument submitted for exchange (if appropriate, having attached to them all Coupons (and, where appropriate, Talons) in



|  
|--
|51



---

respect of interest which have not already been paid on this permanent Global Instrument), security printed and substantially in the form set out in Schedule 2 to the Trust Deed as supplemented
and/or modified and/or superseded by the terms of Part A of the Schedule to this permanent Global Instrument.



|5 | Benefit of Conditions
|- | ---------------------

Except as otherwise specified in this permanent Global Instrument, the Issuer shall procure that this permanent Global Instrument is subject to the Conditions and the Trust Deed and, until the whole of
this permanent Global Instrument is exchanged for Definitive Instruments, the holder of this permanent Global Instrument shall in all respects be entitled to the same benefits as if it were the holder of the Definitive Instruments for which it may
be exchanged and as if such Definitive Instruments had been issued on the Issue Date.



|6 | Payments
|- | --------

No person shall be entitled to receive any payment in respect of the Instruments represented by this permanent Global Instrument that falls due after an Exchange Date for such Instruments, unless upon due
presentation of this permanent Global Instrument for exchange, delivery of Definitive Instruments is improperly withheld or refused by or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are expressed to
be its obligations under any Definitive Instruments.

Payments in respect of this permanent Global Instrument
shall be made to its holder against presentation and (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions and each payment
so made will discharge the Issuers obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge. The Issuer shall procure that details of
each such payment shall be entered pro rata in the records of the relevant Clearing Systems and in the case of any payment of principal and upon any such entry being made, the nominal amount of the Instruments recorded in the records of the relevant
Clearing Systems and represented by this permanent Global Instrument shall be reduced by the aggregate nominal amount of the Instruments so redeemed. Condition 6.5(e) and Condition 7(e)(i) will apply to the Definitive Instruments only.

For the purposes of any payments made in respect of this permanent Global Instrument, the words in the relevant
place of presentation shall not apply in the definition of business day in Condition 6.7 (Non-Business Days).



|7 | Prescription
|- | ------------

Claims in respect of principal and interest (as each is defined in the Conditions) in respect of this permanent Global Instrument shall become void unless it is presented for payment within a period of 10
years (in the case of principal) and 5 years (in the case of interest) from the appropriate Relevant Date.



|8 | Meetings
|- | --------

For the purposes of any meeting of Instrumentholders the holder of this permanent Global Instrument shall (unless this permanent Global Instrument represents only one Instrument) be treated as two persons
for the purposes of any quorum requirements of a meeting of Instrumentholders and, at any such meeting, as having one vote in respect of each integral currency unit of the specified currency of the Instruments.



|  
|--
|52



---

|9 | Cancellation
|- | ------------

On cancellation of any Instrument represented by this permanent Global Instrument which is required by the Conditions to be cancelled (other than upon its redemption) the Issuer shall procure that details
of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Instruments recorded in the records of the relevant Clearing Systems and represented by
this permanent Global Instrument shall be reduced by the aggregate nominal amount of the Instruments so cancelled.



|10 | Purchase
|-- | --------

Instruments may only be purchased by the Issuer or any of its subsidiary undertakings if they are purchased together with the right to receive all future payments of interest on the Instruments being
purchased.



|11 | Issuers Options
|-- | ----------------

Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Instrumentholders and the relevant Clearing Systems (or procuring that such notice is given on
its behalf) within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Instruments drawn in the case of a partial exercise of an option
and accordingly no drawing of Instruments shall be required. In the case of a partial exercise of an option, the rights of accountholders with a clearing system in respect of the Instruments will be governed by the standard procedures of Euroclear
and/or Clearstream, Luxembourg and shall be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any such option, the Issuer
shall procure that the nominal amount of the Instruments recorded in the records of the relevant Clearing Systems and represented by this permanent Global Instrument shall be reduced accordingly.



|12 | Instrumentholders Options Option [and Restructuring Redemption Option]
|-- | ------------------------------------------------------------------------

Any option of the Instrumentholders provided for in the Conditions may be exercised by the holder of this permanent Global
Instrument giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Instruments with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that
the notice shall not be required to contain the certificate numbers of the Instruments in respect of which the option has been exercised, following the exercise of any such option, the Issuer shall procure that the nominal amount of the Instruments
recorded in the records of the relevant Clearing Systems and represented by this permanent Global Instrument shall be reduced by the aggregate nominal amount stated in the relevant exercise notice.



| | If applicable.
|- | --------------



|  
|--
|53



---

|13 | Notices
|-- | -------

Notices required to be given in respect of the Instruments represented by this permanent Global Instrument may be given by their being delivered (so long as this permanent Global Instrument is held on
behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global Instrument, rather than by
publication as required by the Conditions.



|14 | Negotiability
|-- | -------------

This permanent Global Instrument is a bearer document and negotiable and accordingly:



| | (a) | is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining to this
permanent Global Instrument and to bind the transferee with all obligations appertaining to this permanent Global Instrument pursuant to the Conditions;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the holder of this permanent Global Instrument is and shall be absolutely entitled as against all previous holders to receive all amounts by way of
amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Instrument and the Issuer has waived against such holder and any previous holder of this permanent Global Instrument all rights of set-off or
counterclaim which would or might otherwise be available to it in respect of the obligations evidenced by this permanent Global Instrument; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | payment upon due presentation of this permanent Global Instrument as provided in this permanent Global Instrument shall operate as a good discharge
against such holder and all previous holders of this permanent Global Instrument.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No
provisions of this permanent Global Instrument shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Instruments when due in accordance with the Conditions.

This permanent Global Instrument shall not be valid or become obligatory for any purpose until authenticated by or on
behalf of the Issuing and Paying Agent and effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

This permanent Global Instrument and all matters arising from or connected with it shall be governed by, and construed in accordance with, English law.



|  
|--
|54



---

In witness of which the Issuer has caused this permanent Global Instrument to be duly
signed on its behalf.

Dated as of the Issue Date.

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

|    |  | 
|--- |  | 
|    | 
|By: |  | 

Authorised Signatory

CERTIFICATE OF AUTHENTICATION OF THE ISSUING AND PAYING AGENT

This
permanent Global Instrument is authenticated by

or on behalf of the Issuing and Paying Agent.



|                                                        |  | 
|------------------------------------------------------- |  | 
|THE BANK OF NEW YORK MELLON as Issuing and Paying Agent
|                                                        | 
|By:                                                     |  | 
|                                                       
|Authorised Signatory                                   
|For the purposes of authentication only                



|                                                                                                          |  | 
|--------------------------------------------------------------------------------------------------------- |  | 
|Effectuation
 This permanent Global Instrument
is effectuated by
[COMMON SAFEKEEPER] As Common Safekeeper
|                                                                                                          | 
|By:                                                                                                       |  | 
|                                                                                                         
|Authorised Signatory                                                                                     

For the purposes of effectuation only.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



|* | Delete as applicable.
|- | ---------------------



|  
|--
|55



---

The Schedule

[Insert the provisions of the relevant Final Terms that relate to the Conditions or the Global Instruments as the Schedule.]



|  
|--
|56



---

Schedule 2

Part A Form of Definitive Instrument

On the front:



|               |  |        |  |          |  |              
|-------------- |  | ------ |  | -------- |  | -------------
|[Denomination] |  | [ISIN] |  | [Series] |  | [Certif. No.]

[Currency and denomination]

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

(Incorporated with limited liability in England and Wales

under the Companies Act 1985 with registered number [04031152/02366977]*)

EURO MEDIUM TERM NOTE PROGRAMME

Series No. []

Tranche No. []

[Title of issue]

This Instrument forms one of the Series of Instruments referred to above (the Instruments) of [National Grid plc/National Grid Electricity Transmission plc]* (the
Issuer) designated as specified in the title of this Instrument. The Instruments are subject to the Terms and Conditions (the Conditions) endorsed on this Instrument and are issued subject to, and with the
benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Instrument.

The Issuer, for value received, promises to pay to the bearer of this Instrument, on presentation, and (when no further payment is due in respect of this Instrument) surrender, of this Instrument on the
Maturity Date (or on such earlier date or, if the Maturity Date is specified to be perpetual, on such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon
redemption under the Conditions and (unless this Instrument does not bear interest) to pay interest from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with
such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

This Instrument shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Issuing and Paying Agent.



|* | Delete as applicable.
|- | ---------------------



|  
|--
|57



---

In witness of which the Issuer has caused this Instrument to be signed on its behalf.

Dated as of the Issue Date.

[NATIONAL GRID plc/NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

|    |  | 
|--- |  | 
|    | 
|By: |  | 
|    |  | 

CERTIFICATE OF AUTHENTICATION OF THE ISSUING AND PAYING AGENT

This Instrument is authenticated

by or on behalf of the Issuing and Paying Agent.



|                                                        |  | 
|------------------------------------------------------- |  | 
|THE BANK OF NEW YORK MELLON as Issuing and Paying Agent
|                                                        | 
|By:                                                     |  | 
|                                                       
|Authorised Signatory                                   
|For the purposes of authentication only                

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



|* | Delete as applicable.
|- | ---------------------



|  
|--
|58



---

On the back:

Terms and Conditions of the Instruments

[The Terms and Conditions which
are set out in Part B of Schedule 2 (Terms and Conditions of the Instruments) to the Trust Deed, as amended by and incorporating any additional provisions forming part of such Terms and Conditions, and set out in Part A of the relevant Final Terms
shall be set out here.]

ISSUING AND PAYING AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

PAYING AGENTS

KBL European Private Bankers S.A.

43 Boulevard Royal

L-2955 Luxembourg

BNY Trust Company of Canada

320 Bay Street, 11th Floor

Toronto, ON

Canada M5H 4A6



|  
|--
|59



---

Schedule 2

Part B

Terms and Conditions of the Instruments

The following is the text of the terms and conditions which, save for the text in italics and subject to completion by Part A of the
relevant Final Terms, will be endorsed on the Instruments in definitive form (if any) issued in exchange for the Global Instrument(s) representing each Series and incorporated by reference into each Australian Domestic Instrument. Either
(a) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (b) these terms and conditions as so completed (and subject to simplification by the dis-application of non-applicable
provisions), shall be endorsed on such definitive Instruments. All capitalised terms which are not defined in these Conditions will have the meanings given to them in the Trust Deed or Part A of the relevant Final Terms. Those definitions will be
endorsed on the definitive Instruments and incorporated by reference into each Australian Domestic Instrument.

References
in these terms and conditions (the Conditions) to Instruments (as defined below) are to the Instruments of one Series only of the relevant Issuer (as defined below), not to all Instruments that may be issued
under the Programme.

National Grid plc (National Grid) and National Grid Electricity Transmission plc
(NGET) (each an Issuer and together, the Issuers) have established a Euro Medium Term Note Programme (the Programme) for the issuance of up to Euro 15,000,000,000 in
aggregate principal amount of debt Instruments (the Instruments). The Instruments, other than the Australian Domestic Instruments (as defined below), are constituted by a Trust Deed (as amended or supplemented from time to time,
the Trust Deed) dated 10 September 2012 between the Issuers and The Law Debenture Trust Corporation p.l.c. (the Trustee, which expression shall include all persons for the time being the trustee or trustees
under the Trust Deed) as trustee for the Instrumentholders (as defined below). These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Definitive Instruments, Coupons and
Talons referred to below. An Agency Agreement (as amended or supplemented from time to time, the Agency Agreement) dated 10 September 2012 has been entered into in relation to the Instruments (other than the Australian
Domestic Instruments) between the Issuers, the Trustee, The Bank of New York Mellon as initial issuing and paying agent and the other agent(s) named in it. The issuing and paying agent, the paying agent(s) and the calculation agent(s) for the time
being (if any) are referred to below respectively as the Issuing and Paying Agent, the Paying Agents (which expression shall include the Issuing and Paying Agent) and the Calculation Agent(s).

Instruments (the Australian Domestic Instruments) may be issued under a deed poll (as amended or
supplemented from time to time, the Australian Deed Poll) dated 10 September 2012 made by the Issuers in favour of the Trustee and the holders of those Instruments. The provisions of these Conditions relating to Coupons and
Talons (each as defined below) do not apply to Australian Domestic Instruments. An agency and registry agreement (as amended or supplemented from time to time, the Australian Agency and Registry Agreement) dated 10 September
2012 has been entered into in relation to the Australian Domestic Instruments between the Issuers and BTA Institutional Services Australia Ltd as issuing and paying agent and registrar (the Australian Issuing and Paying Agent and
the Australian Registrar). The Australian Registrar will maintain a register of holders of the Australian Domestic Instruments (the Australian Register). References in these terms and conditions to the Agent and
the Paying Agent and the Agency Agreement shall, in relation to the Australian Domestic Instruments, be areference to the Australian Issuing and Paying Agent and the Australian Agency and Registry Agreement respectively.



|  
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|60



---

Copies of the Trust Deed, the Agency Agreement and the Australian Agency and Registry
Agreement are available for inspection during usual business hours at the registered office of the Trustee (as at 10 September 2012 at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified offices of the Paying Agents.

The Instrumentholders, the holders of the interest coupons (the Coupons) appertaining to interest bearing Instruments
and, where applicable in the case of such Instruments, talons for further Coupons (the Talons) (the Couponholders) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the
provisions of the Trust Deed and are deemed to have notice of those provisions of the Agency Agreement applicable to them.



|1 | Form, Denomination and Title
|- | ----------------------------

The Instruments are issued in:



| | (a) | bearer form in the Specified Denomination(s) specified in the relevant Final Terms and are serially numbered; or
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (b) | in the case of Australian Domestic Instruments, registered uncertificated (or inscribed) form and are constituted by the Australian Deed Poll,
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

as specified in the relevant Final Terms.

Instruments of one Specified Denomination are not exchangeable for Instruments of another Specified Denomination [provided
that in the case of any Instruments which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication
of a prospectus under the Prospectus Directive, the minimum Specified Denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the relevant Instruments)*]. Australian Domestic Instruments may not be
exchanged for Instruments in bearer form and Instruments in bearer form may not be exchanged for Australian Domestic Instruments.

This Instrument is a Fixed Rate Instrument, a Floating Rate Instrument, a Zero Coupon Instrument, an Index Linked Interest Instrument or an Index Linked Redemption Instrument or a combination of any of
the preceding, depending upon the Interest and Redemption/Payment Basis specified in the relevant Final Terms.

Instruments are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon
Instruments in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable.

Title to the Instruments and Coupons and Talons shall pass by delivery and except as ordered by a court of competent
jurisdiction or as required by law, the Issuer and the Paying Agents shall be entitled to treat the bearer of any Instrument, Coupon or Talon as the absolute owner of that Instrument, Coupon or Talon, as the case may be, and shall not be required to
obtain any proof of ownership as to the identity of the bearer.

In these Conditions,
Instrumentholder means the bearer of any Instrument of one Series only of an Issuer, holder (in relation to an Instrument, Coupon or Talon) means the bearer of any Instrument, Coupon or Talon and capitalised
terms have the meanings given to them herein, the absence of any such meaning indicating that such term is not applicable to the Instruments.



|* | Only applicable where NGET is the Issuer.
|- | -----------------------------------------



|  
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|61



---

In the case of Australian Domestic Instruments, the following provisions
apply and prevail over the foregoing provisions of this Condition 1 to the extent of any inconsistency.

Australian Domestic Instruments will be debt obligations of the Issuer constituted by the Australian Deed Poll and will
take the form of entries in the Australian Register to be established and maintained by the Australian Registrar in Sydney, or such other place specified in the applicable Final Terms agreed by the Issuer with the Australian Registrar. The relevant
Issuer will arrange for the Australian Registrar to maintain the Australian Register so as to show at all times such details of the Instrumentholders and the Australian Domestic Instruments as are required to be shown on the Australian Register by
or for the effective operation of these Conditions or by law or which the relevant Issuer and Australian Registrar determine should be shown in the Australian Register. Although Australian Domestic Instruments will not be constituted by the Trust
Deed, Australian Domestic Instruments will have the benefit of, and be issued subject to, certain other provisions of the Trust Deed. The Agency Agreement is not applicable to Australian Domestic Instruments. In relation to Australian Domestic
Instruments, the expression Instrumentholder or holder means a person (or persons) whose name is for the time being entered in the Australian Register as the holder of an Australian Domestic Instrument. For the
avoidance of doubt, where an Australian Domestic Instrument is entered into the Austraclear System, the expressions Instrumentholder or holder in respect of that Australian Domestic Instrument means Austraclear
as operator of the Austraclear System.

Australian Domestic Instruments will not be serially numbered, unless
otherwise agreed with the Australian Registrar. Each entry in the Australian Register constitutes a separate and individual acknowledgement to the Trustee on behalf of, and to, the relevant Instrumentholder of the indebtedness of the relevant Issuer
to the Trustee on behalf of, and to, the relevant Instrumentholder. The obligations of the relevant Issuer in respect of each Australian Domestic Instrument constitute separate and independent obligations which the Instrumentholder and the Trustee
are entitled to enforce in accordance with (and subject to) these Conditions, the Trust Deed and the Australian Deed Poll. No certificate or other evidence of title will be issued by or on behalf of the relevant Issuer to evidence title to an
Australian Domestic Instrument unless the relevant Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation.

No Australian Domestic Instrument will be registered in the name of more than four persons. Australian Domestic
Instruments registered in the name of more than one person are held by those persons as joint tenants. Australian Domestic Instruments will be registered by name only, without reference to any trusteeship and an entry in the Australian Register in
relation to an Australian Domestic Instrument constitutes conclusive evidence that the person so entered is the absolute owner of such Instrument, subject to rectification for fraud or error.

Title to an Australian Domestic Instrument and all rights and entitlements arising by virtue of the Australian Deed Poll
or the Trust Deed in respect of that Australian Domestic Instrument vest absolutely in the registered owner of the Australian Domestic Instrument, subject to rectification of the Australian Register for fraud or error, such that no person who has
previously been registered as the owner of the Australian Domestic Instrument has or



|  
|--
|62



---

is entitled to assert against the Issuer or the Australian Registrar or the registered owner of the Australian Domestic Instrument for the time being and from time to time any rights, benefits or
entitlements in respect of the Australian Domestic Instrument.

Australian Domestic Instruments may be
transferred in whole but not in part. Australian Domestic Instruments will be transferred by duly completed and (if applicable) stamped transfer and acceptance forms in the form specified by, and obtainable from, the Australian Registrar or by any
other manner approved by the Issuer and the Australian Registrar. Australian Domestic Instruments entered in the Austraclear System (as defined below) will be transferable only in accordance with the Austraclear Regulations (as defined below).

Unless the Australian Domestic Instruments are lodged in the Austraclear System, application for the transfer
of Australian Domestic Instruments must be made by the lodgement of a transfer and acceptance form with the Australian Registrar. Each transfer and acceptance form must be accompanied by such evidence (if any) as the Australian Registrar may require
to prove the title of the transferor or the transferors right to transfer the Australian Domestic Instruments and must be signed by both the transferor and the transferee.

The transferor of an Australian Domestic Instrument is deemed to remain the holder of that Australian Domestic Instrument
until the name of the transferee is entered in the Australian Register in respect of that Australian Domestic Instrument. Transfers will not be registered later than eight days prior to the Maturity Date of the Australian Domestic Instrument.

Australian Domestic Instruments may only be transferred within, to or from Australia if:



| | (a) | the aggregate consideration payable by the transferee at the time of transfer is at least A$5Q0,000 (disregarding moneys lent by the transferor or
its associates) or the offer or invitation giving rise to the transfer otherwise does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act2001 of Australia (Australian Corporations
Act);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the transferee is not a retail client as defined in section 761G of the Australian Corporations Act;
| | --- | ------------------------------------------------------------------------------------------------------



| | (c) | the transfer is in compliance with all applicable laws, regulations and directives (including, without limitation, in the case of a transfer to or
from Australia, the laws of the jurisdiction in which the transfer takes place); and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | in the case of a transfer between persons outside Australia, if a transfer and acceptance form is signed outside Australia.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

A transfer to an unincorporated association is not permitted.

Transfers will be registered without charge provided taxes, duties or other governmental charges (if any) imposed in
relation to the transfer have been paid.

A person becoming entitled to an Australian Domestic Instrument as a
consequence of the death or bankruptcy of a Holder or of a vesting order or a person administering the estate of a Holder may, upon producing such evidence as to that entitlement or status as the Australian Registrar considers sufficient, transfer
the Australian Domestic Instrument or, if so entitled, become registered as the holder of the Australian Domestic Instrument.



|  
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---

Where the transferor executes a transfer of less than all Australian
Domestic Instruments registered in its name, and the specific Australian Domestic Instruments to be transferred are not identified, the Australian Registrar may register the transfer in respect of such of the Australian Domestic Instruments
registered in the name of the transferor as the Australian Registrar thinks fit, provided the aggregate principal amount of the Australian Domestic Instruments registered as having been transferred equals the aggregate principal amount of the
Australian Domestic Instruments expressed to be transferred in the transfer.

In this Condition 1:

Austraclear means Austraclear Limited (ABN 94 002 060 773).

Austraclear Regulations means the rules and regulations established by Austraclear (as amended or
replaced from time to time) to govern the use of the Austraclear System.

Austraclear System
means the system operated by Austraclear for holding securities and the electronic recording and settling of transactions in those securities between members of that system.



|2 | Status and Negative Pledge
|- | --------------------------



|2.1 | Status
|--- | ------

The Instruments and the Coupons relating to them constitute direct, unconditional and unsecured obligations of the Issuer and rank pari passuwithout any preference or priority among themselves.
The payment obligations of the Issuer under the Instruments and Coupons shall, subject to such exceptions as are from time to time applicable under the laws of England and, in relation to Instruments issued by National Grid, as provided in Condition
2.2, rank equally with all other present and future unsecured obligations (other than subordinated obligations, if any) of the issuer.



|2.2 | Negative Pledge
|--- | ---------------

So long as any Instrument or Coupon of National Grid remains outstanding (as defined in the Trust Deed) National Grid will not create or permit to subsist any mortgage, charge, pledge, lien or other form
of encumbrance or security interest (Security) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Indebtedness, or any guarantee of or indemnity in respect of any Relevant
Indebtedness unless, at the same time or prior thereto, National Grids obligations under the Instruments, the Coupons and the Trust Deed (a) are secured equally and rateably therewith or benefit from a guarantee or indemnity in
substantially identical terms thereto, as the case may be, in each case to the satisfaction of the Trustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion
shall deem to be not materially less beneficial to the Instrumentholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Instrumentholders.

For the purposes of these Conditions, Relevant Indebtedness means any present or future indebtedness in
the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are for the time being, or are intended, with the agreement of the Issuer, to be quoted, listed or ordinarily dealt in on any stock exchange.



|  
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---

|3 | Interest
|- | --------



|3.1 | Interest on Fixed Rate Instruments
|--- | ----------------------------------

Each Fixed Rate Instrument bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, payable in
arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance with Condition 3.2.4(d).

If a Fixed Coupon Amount or a Broken Amount is specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount, or, if
applicable, the Broken Amount so specified and in the case of a Broken Amount will be payable on the particular Interest Payment Date(s) specified in the relevant Final Terms.



|3.2 | Interest on Floating Rate Instruments and index Linked Interest Instruments
|--- | ---------------------------------------------------------------------------



| | 3.2.1 | Interest Payment Dates
| | ----- | ----------------------

Each Floating Rate Instrument and index Linked Interest Instrument bears interest on its outstanding nominal amount from
the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of Interest payable shall be determined in accordance
with Condition 3.2.4(d). Such Interest Payment Date(s) is/are either specified in the relevant Final Terms as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are specified in the relevant Final Terms, Interest
Payment Date shall mean each date which falls the number of months or other period shown on this Instrument as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date.



| | 3.2.2 | Business Day Convention
| | ----- | -----------------------

If any date which is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise
fall on a day which is not a Business Day, then, if the Business Day Convention specified is (a) the Floating Rate Convention, such date shall be postponed to the next day which is a Business Day unless it would then fall into the next calendar
month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been
subject to adjustment, (b) the Following Business Day Convention, such date shall be postponed to the next day which is a Business Day, (c) the Modified Following Business Day Convention, such date shall be postponed to the next day which
is a Business Day unless it would then fall into the next calendar month, in that event such date shall be brought forward to the immediately preceding Business Day or (d) the Preceding Business Day Convention, such date shall be brought
forward to the immediately preceding Business Day.



| | 3.2.3 | Rate of Interest for Floating Rate Instruments
| | ----- | ----------------------------------------------

The Rate of Interest in respect of Floating Rate Instruments for each Interest Accrual Period shall be determined in the
manner specified in the relevant Final



|  
|--
|65



---

Terms and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified on this Instrument.



| | (a) | ISDA Determination for Floating Rate Instruments: Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (a), ISDA Rate
for an Interest Accrual Period means a rate equal to the Floating Rate which would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the Floating Rate Option is as specified in the relevant Final Terms;
| | --- | ---------------------------------------------------------------------



| | (ii) | the Designated Maturity is a period specified in the relevant Final Terms; and
| | ---- | ------------------------------------------------------------------------------



| | (iii) | the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------

For the purposes of this sub-paragraph (a), Floating Rate,
Calculation Agent, Floating Rate Option, Designated Maturity, Reset Date and
Swap Transaction have the meanings given to those terms in the 1SDA Definitions.



| | (b) | Screen Rate Determination for Floating Rate Instruments:
| | --- | --------------------------------------------------------



| | (i) | Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate
of interest for each Interest Accrual Period will, subject as provided below, be either:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (x) | the offered quotation; or
| | --- | -------------------------



| | (y) | the arithmetic mean of the offered quotations,
| | --- | ----------------------------------------------

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the
Relevant Screen Page as at (1) 11:00 a.m. London time, in the case of LIBOR (LIBOR); or (2) 11:00 a.m. Brussels time, in the case of EURIBOR (EURIBOR); or (3) 10:10 a.m. Sydney time, in the case
of AUD-BBR-BBSW; or (4) 10:00 a.m. Toronto time, in the case of CAD-BA-CDOR; or (5) 11:00 a.m. Hong Kong time, in the case of HKD-HIBOR-HIBOR=; or (6) 11:00 a.m. Frankfurt time, in the case of EUR-ISDA-EURIBOR Swap Rate-11:00, on the
Interest Determination Date in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such
quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.



|  
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| | (ii) | if the Relevant Screen Page is not available or if, sub-paragraph (i)(x) applies and no such offered quotation appears on the Relevant Screen Page
or if sub-paragraph (i)(y) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference
Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks or, if the Reference Rate is AUD-BBR-BBSW, the principal office of each of
the Reference Banks or, if the Reference Rate is CAD-BA-CDOR, the principal Toronto office of each of the Reference Banks or, if the Reference Rate is EUR-ISDA-EURIBOR Swap Rate-11:00, the principal office of each of the Reference Banks or, if the
Reference Rate is HKD-HIBOR-HIBOR=, the principal Hong Kong office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate
is: (1) LIBOR, at approximately 11:00 a.m. (London time), or (2) EURIBOR, at approximately 11:00 a.m. (Brussels time), or (3) AUD-BBR-BBSW, at approximately 10:00 a.m. (Sydney time), or (4) CAD-BA-CDOR, at 10:00 a.m. (Toronto
time) or (5) EUR-ISDA-EURIBOR Swap Rate-11:00, at approximately 11:00 a.m. (Frankfurt time), or (6) HKD-HIBOR-HIBOR=, at approximately 11:00 a.m. (Hong Kong time), on the Interest Determination Date in question. If, two (in the case of
LIBOR, EURIBOR, CAD-BA-CDOR or HKD-HIBOR-HIBOR=); or five (in the case of AUD-BBR-BBSW); or three (in the case of EUR-ISDA-EURIBOR Swap Rate-11:00), or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate
of Interest for such Interest Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | if paragraph (ii) above applies and the Calculation Agent determines that fewer than the specified number of Reference Banks are providing
offered quotations, subject as provided below, the Rate of interest shall be (1) in case the Reference Rate is either LIBOR or EURIBOR, the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the
request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately
11:00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London
inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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may be, or, if fewer than two of the Reference Banks provide the
Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the
Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11:00 a.m.
(Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks
in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be; (2) in case the Reference Rate is AUD-BBR-BBSW, the rate shall then be determined by the
Calculation Agent having regard to the comparable indices then available; (3) in case the Reference Rate is EUR-ISDA-EURIBOR Swap Rate-11:00, the rate shall be the arithmetic mean of the mid-market annual swap rate quotations provided by the
principal office of each of the Reference Banks, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); (4) in case the Reference Rate is
CAD-BA-CDOR, the arithmetic mean of the bid rates as communicated to (and at the request of) the Calculation Agent by Schedule I chartered banks in Toronto, for Canadian Dollar bankers acceptances for a period of the applicable Interest Period in an
amount representative for a single transaction in the relevant market at the relevant time accepted by those banks as of 10:00 a.m. Toronto time; and (5) in the case of HKD-HIBOR-HIBOR, the arithmetic mean of the quotations as communicated to
(and at the request of) the Calculation Agent by major banks in Hong Kong, for loans in Hong Kong Dollars to leading European banks for a period of the applicable maturity as at approximately 11:00 a.m. Hong Kong time, provided that, if the Rate of
Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding interest Determination Date (though substituting, where a different Margin or Maximum or
Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual
Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period)



| | (iv) | if the Reference Rate from time to time in respect of Floating Rate Instruments is specified in the applicable Final Terms as being
BBSW, the Rate of interest in respect of such Instruments for the relevant Interest Period shall be the average mid rate for Bills (having the meaning that term has in the Bills of Exchange Act1909
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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of Australia) having a tenor closest to the relevant Interest Period
displayed on the BBSW page of the Reuters Monitor System on the first day of that Interest Period, plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Calculation Agent. However, if
the average mid rate is not displayed by 10:30 a.m. on that day, or if it is displayed but the Calculation Agent determines that there is an obvious error in that rate, the Rate of Interest in respect of such Instruments for the relevant Interest
Period shall be determined by the Calculation Agent in good faith at approximately 10:30 a.m. on that day, having regard, to the extent possible, to the mid rate of the rates otherwise bid and offered for bank accepted Bills of that tenor at or
around that time.



| | 3.2.4 | Rate of Interest for Index Linked Interest Instruments
| | ----- | ------------------------------------------------------

The Rate of Interest in respect of Index Linked Interest Instruments for each Interest Accrual Period shall be determined
in the manner specified in the relevant Final Terms and interest will accrue accordingly.



| | (a) | Zero Coupon Instruments
| | --- | -----------------------

Where an Instrument, the Interest Basis of which is specified to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date
shall be the Early Redemption Amount of such Instrument. As from the Maturity Date, the Rate of Interest for any overdue principal of such an Instrument shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as
defined in Condition 5.4.1(b)).



| | (b) | Accrual of Interest
| | --- | -------------------

Interest shall cease to accrue on each Instrument on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue
(as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 3 to the Relevant Date (as defined in Condition 7).



| | (c) | Margin, Maximum/Minimum Rates of Interest and Redemption Amounts and Rounding
| | --- | -----------------------------------------------------------------------------



| | (i) | If any Margin is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods),
an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with Condition 3.2.3(b) above, by adding (if a positive
number) or subtracting (if a negative number) the absolute value of such Margin, subject always to the next paragraph.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | If any Maximum or Minimum Rate of Interest or Redemption Amount is specified in the relevant Final Terms, then any Rate of Interest or Redemption
Amount shall be subject to such maximum or minimum, as the case may be.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
|--
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---

| | (iii) | For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from
such calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and
(z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes
unit means the lowest amount of such currency which is available as legal tender in the country of such currency.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Calculations
| | --- | ------------

The amount of interest payable per Calculation Amount in respect of any Instrument for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount as
specified in the relevant Final Terms, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest
payable per Calculation Amount in respect of such Instrument for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual
Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which
interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.



| | (e) | Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption
Amounts
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

The Calculation Agent shall as soon as practicable on each Interest
Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for
the relevant Interest Accrual Period, calculate the Redemption Amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the
relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Instrumentholders, any
other Calculation Agent appointed in respect of the Instruments that is to make a further calculation upon receipt of such information and, if the Instruments are listed on a stock exchange and the rules of such exchange so require, such exchange as
soon as possible after their determination but in no event later than (i) the commencement of



|  
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the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth
Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 3.2.3(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended
(or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Instruments become due and payable under Condition 9, the
accrued interest and the Rate of Interest payable in respect of the Instruments shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so
calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest
error) be final and binding upon all parties.



| | (f) | Determination or Calculation by Trustee
| | --- | ---------------------------------------

If the Calculation Agent does not at any time for any reason determine or calculate the Rate of Interest for an Interest
Accrual Period or any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount the Trustee shall do so (or shall appoint an agent on its behalf to do so) and such determination or calculation shall be deemed to
have been made by the Calculation Agent. In doing so, the Trustee shall apply the preceding provisions of this Condition, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it
shall do so in such manner as it shall deem fair and reasonable in all the circumstances.



| | 3.2.5 | Definitions
| | ----- | -----------

In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Business Day means:



| | (a) | in the case of a currency other than Euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle
payments in the principal financial centre for such currency (which in the case of: (i) Canadian dollars is Toronto except when the Reference Rate is LIBOR, then the financial centres are London and Toronto; and (ii) in the case of
Australian dollars is Sydney); and/or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | in the case of Euro, a day on which the TARGET System is operating (a TARGET Business Day); and/or
| | --- | ----------------------------------------------------------------------------------------------------



| | (c) | in the case of a currency and/or one or more Business Centres as specified in the relevant Final Terms, a day (other than a Saturday or a Sunday) on
which commercial banks and foreign exchange markets settle payments in such currency or, if no currency is indicated, generally in each of the Business Centres.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Day Count Fraction means, in respect of the calculation
of an amount of interest on any Instrument for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or Interest Accrual Period, the Calculation
Period):



| | (a) | if Actual/Actual or Actual/Actual-ISDA is specified in the relevant Final Terms, the actual number of days in
the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and
(ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | if Actual/365 (Fixed) is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by
365;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (c) | if Actual/360 is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 360;
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (d) | if 30/360, 360/360 or Bond Basis is specified in the relevant Final Terms, the number of
days in the Calculation Period divided by 360 calculated on a formula basis as follows:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



LOGO

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last day included in the Calculation
Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in
which case D1will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period,
unless such number would be 31 and D1is greater than 29, in
which case D2will be 30;



| | (e) | if 30E/360 or Eurobond Basis is specified in the relevant Final Terms, the number of days in the Calculation
Period divided by 360 calculated on a formula basis as follows:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



LOGO

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;



|  
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Y2 is the year, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;

M1 is the calendar month, expressed as a number, in which the first
day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day
immediately following the last day included in the Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in
which case D1will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period,
unless such number would be 31, in which case D2will be 30;



| | (f) | if 30E/360 (ISDA) is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360,
calculated on a formula basis as follows:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



LOGO

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last day included in the Calculation
Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last
day of February or (ii) such number would be 31, in which case D1will be 30; and

D2 is the calendar day, expressed as a number, immediately following
the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2will be 30;



| | (g) | if Actual/Actual-ICMA is specified in the relevant Final Terms:
| | --- | -----------------------------------------------------------------



| | (i) | if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the actual number of days in the Calculation
Period divided by the product of (x) the actual number of days in such Determination Period and (y) the number of Determination Periods in any year; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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---

| | (ii) | if the Calculation Period is longer than one Determination Period, the sum of:
| | ---- | ------------------------------------------------------------------------------



| | (1) | the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (a) the
actual number of days in such Determination Period and (b) the number of Determination Periods in any year; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | the actual number of days in such Calculation Period falling in the next Determination Period divided by the product of (a) the actual number
of days in such Determination Period and (b) the number of Determination Periods in any year,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

where:

Determination Period means the period
from and including a Determination Date in any year to but excluding the next Determination Date; and

Determination Date means the date specified as such in the relevant Final Terms or, if none is so
specified, the Interest Payment Date and



| | (h) | if RBA Bond Basis or Australian Bond Basis is specified in the relevant Final Terms, one divided by the number
of Interest Payment Dates in each 12 month period or, where the relevant period does not constitute an Interest Period, the product of:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | one divided by the number of Interest Payment Dates in each 12 month period; and
| | --- | --------------------------------------------------------------------------------



| | (ii) | the number of days in the relevant period divided by the actual number of days in the Interest Period ending on the next interest Payment Date.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | if Actual/Actual Canadian Compound Method is specified in the applicable Final Terms, whenever it is necessary to compute any
amount of accrued interest in respect of the Instruments for a period of less than one full year, other than in respect of any regular semi-annual interest payments, such interest will be calculated on the basis of the actual number of days in the
Calculation Period and a year of 365 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Euro-zone means the region
comprising of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community as amended.

Interest Accrual Period means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive
period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.

Interest Amount means:



| | (i) | in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the
case of Fixed Rate Instruments, and unless otherwise specified in the relevant
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
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Final Terms, shall mean the Fixed Coupon Amount or Broken Amount specified
in the relevant Final Terms as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and



| | (ii) | in respect of any other period, the amount of interest payable per Calculation Amount for that period.
| | ---- | ------------------------------------------------------------------------------------------------------

Interest Commencement Date means the Issue Date or such other date as may be specified in the relevant
Final Terms.

Interest Determination Date means, with respect to a Rate of Interest and
Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified, (a) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (b) the day failing two Business Days
in London prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro or (c) the day failing two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified
Currency is Euro.

Interest Payment Date means the date or dates specified as such in, or
determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms, as the same may be adjusted in accordance with the relevant Business Day Convention.

Interest Period means the period beginning on (and including) the Interest Commencement Date and
ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

Interest Period Date means each Interest Payment Date unless otherwise specified in the relevant Final
Terms.

ISDA Definitions means the 2006 ISDA Definitions as published by the International
Swaps and Derivatives Association, Inc., as may be supplemented or amended from time to time.

Rate
of Interest means the rate of interest payable from time to time in respect of this Instrument and that is either specified on, or calculated in accordance with the provisions of, the relevant Final Terms.

Redemption Amount means, as appropriate, the Final Redemption Amount, the Early Redemption Amount
(Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of the
relevant Final Terms.

Reference Banks means, in the case of a determination of LIBOR, the
principal London office of four major banks in the London inter-bank market, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Calculation
Agent or as specified in the relevant Final Terms, in the case of AUD-BBR-BBSW, the financial institutions authorised to quote on the Reuters Screen BBSW Page, in the case of CAD-BA-CDOR, four major Canadian Schedule I chartered banks, in the case
of HKD-HIBOR-HIBOR=, four major banks in the Hong Kong interbank market and in the case of EUR-ISDA-EURIBOR Swap Rate-11:00, five leading swap dealers in the interbank market.



|  
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Reference Rate means the rate specified as such in the
relevant Final Terms.

Relevant Screen Page means such page, section, caption, column or
other part of a particular information service as may be specified in the relevant Final Terms.

Specified Currency means the currency specified as such in the relevant Final Terms or, if none is
specified, the currency in which the Instruments are denominated.

TARGET System means the
Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor to it.



| | 3.2.6 | Calculation Agent
| | ----- | -----------------

The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them in the relevant Final Terms and for so long as any Instrument is outstanding. Where
more than one Calculation Agent is appointed in respect of the Instruments, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under these Conditions. If the
Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Period or Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early
Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or investment banking firm engaged in the interbank market
(or, if appropriate, money, swap or over-the-counter index options market) which is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office
actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as specified in this paragraph.



|4 | Indexation
|- | ----------

This Condition 4 is applicable only if the relevant Final Terms specifies the Instruments as Index Linked Instruments.



|4.1 | U.K. Retail Price Index (RPl)
|--- | -----------------------------

Where RPI (as defined below) is specified as the Index or Index Figure (each as defined below) in the relevant Final Terms, Conditions 4.1 to 4.6 will apply. For purposes of Conditions 4.1 to 4.6, unless
the context otherwise requires, the following defined terms shall have the meanings set out below:

Base Index Figure means (subject to Condition 4.3(i)) the base index figure as specified in the
relevant Final Terms;



|  
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Index or Index Figure means, subject
as provided in Condition 4.3(i), the U.K. Retail Price Index (RPl) (for all items) published by the Office for National Statistics (January 1987 = 100) or any comparable index which may replace the U.K. Retail Price Index for the purpose of
calculating the amount payable on repayment of the Reference Gilt (the RPI). Any reference to the Index Figure which is specified in the relevant Final Terms as:



| | (i) | applicable to a particular month, shall, subject as provided in Conditions 4.3 and 4.5, be construed as a reference to the Index Figure published in
the seventh month prior to that particular month and relating to the month before that of publication; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | applicable to the first calendar day of any month shall, subject as provided in Conditions 4.3 and 4.5, be construed as a reference to the Index
Figure published in the second month prior to that particular month and relating to the month before that of publication; or
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | applicable to any other day in any month shall, subject as provided in Conditions 4.3 and 4.5, be calculated by linear interpolation between
(x) the Index Figure applicable to the first calendar day of the month in which the day falls, calculated as specified in sub-paragraph (ii) above and (y) the Index Figure applicable to the first calendar day of the month following,
calculated as specified in sub-paragraph (ii) above and rounded to the nearest fifth decimal place.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Index Ratio applicable to any month or date, as the case may be, means the Index Figure applicable to such month or date, as the case may be, divided by the Base Index Figure and
rounded to the nearest fifth decimal place;

Limited Index Ratio means (a) in respect
of any month or date, as the case may be, prior to the relevant issue Date, the Index Ratio for that month or date, as the case may be, (b) in respect of any Limited Indexation Date after the relevant Issue Date, the product of the Limited
Indexation Factor for that month or date, as the case may be, and the Limited Index Ratio as previously calculated in respect of the month or date, as the case may be, twelve months prior thereto; and (c) in respect of any other month, the
Limited Index Ratio as previously calculated in respect of the most recent Limited Indexation Month;

Limited Indexation Date means any date falling during the period specified in the relevant Final Terms
for which a Limited Indexation Factor is to be calculated;

Limited Indexation Factor means,
in respect of a Limited Indexation Month or Limited Indexation Date, as the case may be, the ratio of the Index Figure applicable to that month or date, as the case may be, divided by the Index Figure applicable to the month or date, as the case may
be, twelve months prior thereto, provided that (a) if such ratio is greater than the Maximum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Maximum Indexation Factor and (b) if such ratio is
less than the Minimum Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such Minimum Indexation Factor;

Limited Indexation Month means any month specified in the relevant Final Terms for which a Limited Indexation Factor is to be calculated;

Limited Index Linked Instruments means Index Linked Instruments to which a Maximum Indexation Factor
and/or a Minimum Indexation Factor (as specified in the relevant Final Terms) applies; and

Reference
Gilt means the Treasury Stock specified as such in the relevant Final Terms for so long as such stock is in issue, and thereafter such issue of index-linked Treasury Stock determined to be appropriate by a gilt-edged market maker or other
adviser selected by the Issuer (an Indexation Adviser).



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|4.2 | Application of the Index Ratio
|--- | ------------------------------

Each payment of interest and principal in respect of the Instruments shall be the amount provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio or Limited Index
Ratio in the case of Limited Index Linked Instruments applicable to the month or date, as the case may be, on which such payment falls to be made and rounded in accordance with Condition 3.2.4(c).



|4.3 | Changes in Circumstances Affecting the Index
|--- | --------------------------------------------



| | (i) | Change in base: If at any time and from time to time the Index is changed by the substitution of a new base therefor, then with effect from the
month from and including that in which such substitution takes effect or the first date from and including that on which such substitution takes effect, as the case may be, (1) the definition of Index and Index
Figure in Condition 4.1 shall be deemed to refer to the new date or month in substitution for January 1987 (or, as the case may be, to such other date or month as may have been substituted therefor), and (2) the new Base Index Figure
shall be the product of the existing Base Index Figure and the Index Figure for the date on which such substitution takes effect, divided by the Index Figure for the date immediately preceding the date on which such substitution takes effect.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Delay in publication of index if sub-paragraph (i) of the definition of Index Figure is applicable: If the Index Figure which is normally
published in the seventh month and which relates to the eighth month (the relevant month) before the month in which a payment is due to be made is not published on or before the fourteenth business day before the date on which
such payment is due (the date for payment), the Index Figure applicable to the month in which the date for payment falls shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice
of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or
more issues of index-linked Treasury Stock selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven
days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Delay in publication of Index if sub-paragraph (ii) and/or (iii) of the definition of Index Figure is applicable: If the Index Figure
relating to any month (the calculation month) which is required to be taken into account for the purposes of the determination of the Index Figure for any date is not published on or before the fourteenth business day before the
date on which such payment is due (the date for payment), the Index Figure applicable for the relevant calculation month shall be (1) such substitute index figure (if any) as the Trustee considers (acting solely on the advice
of the Indexation Adviser) to have been published by the United Kingdom Debt Management Office or the Bank of England, as the case may be, for the purposes of indexation of payments on the Reference Gilt or, failing such
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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publication, on any one or more issues of index-Linked Treasury Stock
selected by an Indexation Adviser (and approved by the Trustee (acting solely on the advice of the Indexation Adviser)) or (2) if no such determination is made by such Indexation Adviser within seven days, the Index Figure last published (or,
if later, the substitute index figure last determined pursuant to Condition 4.3(i)) before the date for payment.



|4.4 | Application of Changes
|--- | ----------------------

Where the provisions of Condition 4.3(ii) or Condition 4.3(iii) apply, the determination of the Indexation Adviser as to the Index Figure applicable to the month in which the date for payment falls or the
date for payment, as the case may be, shall be conclusive and binding. If, an Index Figure having been applied pursuant to Condition 4.3(ii)(2) or Condition 4.3(iii)(2), the Index Figure relating to the relevant month or relevant calculation month,
as the case may be, is subsequently published while an Instrument is still outstanding, then:



| | (i) | in relation to a payment of principal or interest in respect of such Instrument other than upon final redemption of such Instrument, the principal
or interest (as the case may be) next payable after the date of such subsequent publication shall be increased or reduced, as the case may be, by an amount equal to the shortfall or excess, as the case may be, of the amount of the relevant payment
made on the basis of the Index Figure applicable by virtue of Condition 4.3(ii)(2) or Condition 4.3(iii)(2) below or above the amount of the relevant payment that would have been due if the Index Figure subsequently published had been published on
or before the fourteenth business day before the date for payment; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | in relation to a payment of principal or interest upon final redemption, no subsequent adjustment to amounts paid will be made.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------



|4.5 | Cessation of or Fundamental Changes to the Index
|--- | ------------------------------------------------



| | (i) | If (1) the Trustee has been notified by the Calculation Agent that the Index has ceased to be published or (2) any change is made to the
coverage or the basic calculation of the Index which constitutes a fundamental change which would, in the opinion of (A) the Issuer be materially prejudicial to the interests of the Issuer, or (B) the Trustee (acting solely on the advice
of the Indexation Adviser), be materially prejudicial to the interests of the Instrumentholders, the Trustee will give written notice of such occurrence to the Issuer in the case of (B), and the Issuer and the Trustee (acting solely on the advice of
the Indexation Adviser) together shall seek to agree for the purpose of the Instruments one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer and the
Instrumentholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | If the Issuer and the Trustee (acting solely on the advice of the Indexation Adviser) fail to reach agreement as mentioned above within 20 business
days following the giving of notice as mentioned in paragraph (i), a bank or other person in London shall be appointed by the Issuer and the Trustee or, failing agreement on and the making of such appointment within 20 business days following the
expiry of the 20 day period referred to above, by the Trustee (acting solely on the advice of the
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Indexation Adviser) (in each case, such bank or other person so appointed
being referred to as the Expert), to determine for the purpose of the Instruments one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Issuer
and the Instrumentholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made. Any Expert so appointed shall act as an expert and not as an arbitrator
and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer and the Trustee in connection with such appointment shall be borne by the Issuer.



| | (iii) | The Index shall be adjusted or replaced by a substitute index as agreed by the Issuer and the Trustee (acting solely on the advice of the Indexation
Adviser) or as determined by the Expert pursuant to the foregoing paragraphs, as the case may be, and references in these Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Trustee (acting solely on the
advice of the Indexation Adviser) and the Issuer agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding upon the Issuer, the Trustee and the
Instrumentholders, and the Issuer shall give notice to the Instrumentholders in accordance with Condition 14 of such amendments as promptly as practicable following such notification.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4.6 | Redemption for Index Reasons
|--- | ----------------------------

If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 4.3(ii)(2) and the Trustee has
been notified by the Calculation Agent that publication of the Index has ceased or (ii) notice is published by Her Majestys Treasury, or on its behalf, following a change in relation to the Index, offering aright of redemption to
the holders of the Reference Gilt, and (in either case) no amendment or substitution of the Index shall have been advised by the Indexation Adviser to the Issuer and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor
less than 30 days notice to the Instrumentholders in accordance with Condition 14, redeem all, but not some only, of the Instruments at their principal amount together with interest accrued but unpaid up to and including the date of redemption
(in each case adjusted in accordance with Condition 4.2).



|4.7 | HICP
|--- | ----

Where HICP (as defined below) is specified as the Index or Index Level (each as defined below) in the relevant Final Terms, the Conditions 4.7 to 4.10 will apply. For purposes of Conditions 4.7 to 4.10,
unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Base index Level means the base index level as specified in the relevant Final Terms;

Index or Index Level means (subject as provided in Condition 4.9) the Non-revised
Index of Consumer Prices excluding tobacco or relevant Successor Index (as defined in Condition 4.9 (i)), measuring the rate of inflation in the European Monetary Union excluding tobacco, expressed as an index and published by Eurostat (the
HICP).The first publication or announcement of a level of such index for a calculation month (as defined in



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Condition 4.9 (i)) shall be final and conclusive and later revisions to the level for such calculation month will not be used in any calculations. Any reference to the Index Level which is
specified in these Conditions as applicable to any day (d) in any month (m) shall, subject as provided in Condition 4.9, be calculated as follows:



LOGO

where:

ldis the Index Level for the day d

HICPm-2 is the level of HICP for month m-2

HICPm-3 is the level of HICP for month m-3

nbdis the actual number of days from and excluding the
first day of month m to but including day d; and

qmis the actual number of days in month m,

provided that if Condition 4.9 applies, the Index Level shall be the Substitute Index Level determined in accordance with
such Condition.

Index Business Day means a day on which the TARGET System is operating;

Index Determination Date means in respect of any date for which the Index Level is required
to be determined, the fifth Index Business Day prior to such date;

Index Ratio applicable
to any date means the Index Level applicable to the relevant Index Determination Date divided by the Base Index Level and rounded to the nearest fifth decimal place, 0.000005 being rounded upwards;

Related Instrument means an inflation-linked bond selected by the Calculation Agent that is a debt
obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union with a
maturity date which falls on (a) the same day as the Maturity Date, (b) the next longest maturity date after the Maturity Date if there is no such bond maturing on the Maturity Date, or (c) the next shortest maturity before the
Maturity Date if no bond defined in (a) or (b) is selected by the Calculation Agent. The Calculation Agent will select the Related Instrument from such of those inflation-linked bonds issued on or before the relevant Issue Date and, if
there is more than one such inflation-linked bond maturing on the same date, the Related Instrument shall be selected by the Calculation Agent from such of those bonds. If the Related Instrument is redeemed the Calculation Agent will select a new
Related Instrument on the same basis, but selected from all eligible bonds in issue at the time the originally selected Related Instrument is redeemed (including any bond for which the redeemed originally selected Related Instrument is exchanged).



|4.8 | Application of the Index Ratio
|--- | ------------------------------

Each payment of interest and principal in respect of the Instruments shall be the amount provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio applicable to the
date on which such payment falls to be made and rounded in accordance with Condition 3.2.4(c).



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|4.9 | Changes in Circumstances Affecting the Index
|--- | --------------------------------------------



| | (i) | Delay in publication of Index
| | --- | -----------------------------



| | (a) | If the Index Level relating to any month (the calculation month) which is required to be taken into account for the purposes of
the determination of the Index Level for any date (the Relevant Level) has not been published or announced by the day that is five Business Days before the date on which such payment is due (the Affected Payment
Date), the Calculation Agent shall determine a Substitute Index Level (as defined below) (in place of such Relevant Level) by using the following methodology:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | if applicable, the Calculation Agent will take the same action to determine the Substitute Index Level for the Affected Payment
Date as that taken by the calculation agent (or any other party performing the function of a calculation agent (whatever such partys title)) pursuant to the terms and conditions of the Related Instrument;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | if (1) above does not result in a Substitute Index Level for the Affected Payment Date for any reason, then the Calculation Agent shall
determine the Substitute Index Level as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Substitute Index Level = Base Level x
(Latest Level / Reference Level)

Where:

Base Level means the level of the Index (excluding any flash estimates) published or announced by
Eurostat (or any successor entity which publishes such index) in respect of the month which is 12 calendar months prior to the month for which the Substitute Index Level is being determined;

Latest Level means the latest level of the Index (excluding any flash estimates) published or
announced by Eurostat (or any successor entity which publishes such index) prior to the month in respect of which the Substitute Index Level is being calculated; and

Reference Level means the level of the Index (excluding any flash estimates) published or announced by
Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in Latest Level above.



| | (b) | If a Relevant Level is published or announced at any time after the day that is five Business Days prior to the next Interest Payment Date, such
Relevant Level will not be used in any calculations. The Substitute Index Level so determined pursuant to this Condition 4.9(i) will be the definitive level for that calculation month.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | Cessation of publication: If the Index Level has not been published or announced for two consecutive months or Eurostat announces that it will no
longer continue to publish or announce the Index then the Calculation Agent shall determine a successor index in lieu of any previously applicable Index (the Successor Index) by using the following methodology:
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | if at any time (other than after an Early Termination Event (as defined below) has been designated by the Calculation Agent pursuant to paragraph
(e) below) a successor index has been designated by the calculation agent (or any other party performing the function of a calculation agent (whatever such partys title)) pursuant to the terms and conditions of the Related Instrument,
such successor index shall be designated the Successor Index for the purposes of all subsequent Interest Payment Dates, notwithstanding that any other Successor Index may previously have been determined under paragraphs (b), (c) or
(d) below; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | if a Successor Index has not been determined under paragraph (a) above (and there has been no designation of an Early Termination Event
pursuant to paragraph (e) below), and a notice has been given or an announcement has been made by Eurostat (or any successor entity which publishes such index) specifying that the Index will be superseded by a replacement index specified by
Eurostat (or any such successor), and the Calculation Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Index,
such replacement index shall be the Index from the date that such replacement index comes into effect; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | if a Successor Index has not been determined under paragraphs (a) or (b) above (and there has been no designation of an Early Termination
Event pursuant to paragraph (e) below), the Calculation Agent shall ask five leading independent dealers to state what the replacement index for the Index should be. If between four and five responses are received, and of those four or five
responses, three or more leading independent dealers state the same index, this index will be deemed the Successor Index. If three responses are received, and two or more leading independent dealers state the same index, this index will
be deemed the Successor Index. If fewer than three responses are received, the Calculation Agent will proceed to paragraph (d) below;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | if no Successor Index has been determined under paragraphs (a), (b) or (c) above on or before the fifth Index Business Day prior to the
next Affected Payment Date the Calculation Agent will determine an appropriate alternative index for such Affected Payment Date, and such index will be deemed the Successor Index;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | if the Calculation Agent determines that there is no appropriate alternative index, the Issuer and the Instrumentholders shall, in conjunction with
the Calculation Agent, determine an appropriate alternative index. If the Issuer and the Instrumentholders, in conjunction with the Calculation Agent, do not reach agreement on an appropriate alternative index within a period of ten Business Days,
then an Early Termination Event will be deemed to have occurred and the Issuer will redeem the Instruments pursuant to Condition 4.10.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (iii) | Rebasing of the Index: If the Calculation Agent determines that the Index has been or will be rebased at any time, the Index as so rebased (the
Rebased Index) will be used for the purposes of determining each relevant Index Level from the date of such rebasing; provided, however, that the Calculation Agent shall make such adjustments as are made by the calculation agent
(or any other party performing the function of a calculation agent (whatever such partys title)) pursuant to the terms and conditions of the Related Instrument to the levels of the Rebased Index so that the Rebased Index levels reflect the
same rate of inflation as the Index before it was rebased. Any such rebasing shall not affect any prior payments made.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Material Modification Prior to Interest Payment Date: If, on or prior to the day that is five Business Days before an Interest Payment Date,
Eurostat announces that it will make a material change to the Index then the Calculation Agent shall make any such adjustments to the Index consistent with adjustments made to the Related Instrument.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | Manifest Error in Publication: If, within thirty days of publication, the Calculation Agent determines that Eurostat (or any successor entity which
publishes such index) has corrected the level of the Index to remedy a manifest error in its original publication, the Calculation Agent will notify the parties of (A) that correction, (B) the amount that is payable as a result of that
correction and (C) take such other action as it may deem necessary to give effect to such correction.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4.10 | Redemption for Index Reasons
|---- | ----------------------------

If an Early Termination Event as described under Condition 4.9(ii)(e) is deemed to have occurred, the Issuer will, upon giving not more than 60 nor less than 30 days notice to the Instrumentholders
in accordance with Condition 14, redeem all, but not some only, of the Instruments at their principal amount together with interest accrued but unpaid up to and including the date of redemption (in each case adjusted in accordance with Condition
4.8).



|5 | Redemption, Purchase and Options
|- | --------------------------------



|5.1 | Final Redemption
|--- | ----------------

Unless previously redeemed, purchased and cancelled as provided below, this Instrument will be redeemed at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) on the
Maturity Date specified in the relevant Final Terms provided, however, that if this Instrument is a Perpetual Instrument it will only be redeemable and repayable in accordance with the following provisions of this Condition 5.



|5.2 | Redemption for Taxation Reasons
|--- | -------------------------------

If, on the occasion of the next payment in respect of the Instruments the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that it would be unable to make such
payment without having to pay additional amounts as described in Condition 7, and such requirement to pay such additional amounts arises by reason of a change in the laws of the United Kingdom or any political sub-division of the United Kingdom or
taxing authority in the United Kingdom or any political sub-division of the United Kingdom or in the interpretation or application of the laws of the United Kingdom or any political sub-division of the United Kingdom or in any applicable double
taxation treaty or convention, which change becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Instruments, and such requirement cannot be



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avoided by the Issuer taking reasonable measures (such measures not involving any material additional payments by, or expense for, the Issuer), the Issuer may, at its option, at any time, having
given not less than 30 nor more than 45 days notice to the Instrumentholders in accordance with Condition 14, redeem all, but not some only, of the Instruments at their Early Redemption Amount together with interest accrued to the date of
redemption provided that the date fixed for redemption shall not be earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts or make such withholding or deduction, as the case may be, were a
payment in respect of the Instruments then due. Prior to the publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer stating that the
requirement referred to above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out above
in which event it shall be conclusive and binding on Instrumentholders and Couponholders.



|5.3 | Purchases
|--- | ---------

The Issuer and any of its subsidiary undertakings may at any time purchase Instruments (provided that all unmatured Coupons and unexchanged Talons appertaining to them are attached or surrendered with
them) in the open market or otherwise at any price.



|5.4 | Early Redemption
|--- | ----------------



| | 5.4.1 | Zero Coupon Instruments
| | ----- | -----------------------



| | (a) | The Early Redemption Amount payable in respect of any Zero Coupon Instrument, the Early Redemption Amount of which is not linked to an index and/or
a formula, upon redemption of such Instrument pursuant to Condition 5.2 or upon it becoming due and payable as provided in Condition 9 shall be the Amortised Face Amount (calculated as provided below) of such Instrumentunless otherwise specified in
the relevant Final Terms.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Subject to the provisions of sub-paragraph (c) below, the Amortised Face Amount of any such Instrument shall be the scheduled Final Redemption
Amount of such Instrument on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is specified in the relevant Final Terms, shall be such rate as would produce an Amortised Face
Amount equal to the issue price of the Instruments if they were discounted back to their issue price on the Issue Date) compounded annually.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | If the Early Redemption Amount payable in respect of any such Instrument upon its redemption pursuant to Condition 5.2 or, if applicable, Condition
5.5 or 5.6 or upon it becoming due and payable as provided in Condition 9, is not paid when due, the Early Redemption Amount due and payable in respect of such Instrument shall be the Amortised Face Amount of such Instrument as defined in
sub-paragraph (b) above, except that such sub-paragraph shall have effect as though the reference in that sub-paragraph to the date on which the Instrument becomes due and payable was replaced by a reference to the Relevant Date as defined in
Condition 7. The
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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calculation of the Amortised Face Amount in accordance with this
sub-paragraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount
of such Instrument on the Maturity Date together with any interest that may accrue in accordance with Condition 3.2.

Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms.



| | 5.4.2 | Other Instruments
| | ----- | -----------------

The Early Redemption Amount payable in respect of any Instrument (other than Instruments described in Condition 5.4.1), upon redemption of such Instrument pursuant to this Condition 5.4 or upon it
becoming due and payable as provided in Condition 9, shall be the Final Redemption Amount unless otherwise specified in the relevant Final Terms.



|5.5 | Redemption at the Option of the Issuer and Exercise of Issuers Options
|--- | -----------------------------------------------------------------------



| | 5.5.1 | If (i) Residual Holding Call Option is specified in the relevant Final Terms, and (ii) if at any time the Residual Holding
Percentage or more of the aggregate nominal amount of Instruments originally issued shall have been redeemed or purchased and cancelled, the Issuer shall have the option to redeem such outstanding Instruments in whole, but not in part, at their
Residua! Holding Redemption Amount. Unless otherwise specified in the relevant Final Terms, the Residual Holding Redemption Amount will be calculated by the Calculation Agent by discounting the outstanding nominal amount of the Instruments and the
remaining interest payments (if applicable) to the Maturity Date by a rate per annum (expressed as a percentage to the nearest one hundred thousandth of a percentage point (with halves being rounded up)) equal to the Benchmark Yield, being the yield
on the Benchmark Security at the close of business on the third Business Day prior to the date fixed for such redemption, plus the Benchmark Spread. Where the specified calculation is to be made for a period of less than one year, it shall be
calculated using the Benchmark Day Count Fraction. The Issuer will give not less than 15 nor more than 30 days irrevocable notice to the Instrumentholders and the Trustee of any such redemption pursuant to this Condition 5.5.1.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.5.2 | If Call Option is specified in the relevant Final Terms, the Issuer may, on giving not less than 15 nor more than 30 days irrevocable
notice to the Instrumentholders (or such other notice period as may be specified in the relevant Final Terms), redeem, or exercise any Issuers option in relation to, all or, if so provided, some of such Instruments on any Optional Redemption
Date or Option Exercise Date, as the case may be. Any such redemption of Instruments shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to
Instruments of a nominal amount at least equal to the minimum nominal amount (if any) permitted to be redeemed specified hereon and no greater than the maximum nominal amount (if any) permitted to be redeemed specified on this Instrument.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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All Instruments in respect of which any such notice is given shall be
redeemed, or the Issuers option shall be exercised, on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption or a partial exercise of an Issuers option, the notice to Instrumentholders shall also contain the serial numbers of the Instruments to be redeemed, which shall
have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws, listing authority and stock exchange requirements.



|5.6 | Redemption at the Option of Instrumentholders following a Restructuring Event
|--- | -----------------------------------------------------------------------------



| | 5.6.1 | * [Redemption of Instruments issued by National Grid at the option of Instrumentholders
| | ----- | ----------------------------------------------------------------------------------------

If at any time whilst any of the Instruments issued by National Grid remains outstanding, there occurs the National Grid
Restructuring Event, a Public Announcement shall be made and if, within the National Grid Restructuring Period, either:



| | (a) | (if at the time that the National Grid Restructuring Event occurs there are Rated Securities) a Rating Downgrade in respect of the National Grid
Restructuring Event occurs; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | (if at the time that the National Grid Restructuring Event occurs there are no Rated Securities) a Negative Rating Event in respect of the National
Grid Restructuring Event occurs,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(the National Grid Restructuring Event and Rating Downgrade
or the National Grid Restructuring Event and Negative Rating Event, as the case may be, occurring within the National Grid Restructuring Period, together called a Put Event),

then the holder of each Instrument issued by National Grid will have the option upon the giving of a Put Notice (as
defined in Condition 5.6.4) to require National Grid to redeem or, at the option of National Grid, purchase (or procure the purchase of) such Instrument on the Put Date (as defined in Condition 5.6.4) at its principal amount together with accrued
interest to the Put Date.

Promptly upon National Grid becoming aware that a Put Event has occurred, National
Grid shall, or at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Instruments then outstanding or if so directed by an
Extraordinary Resolution of the Instrumentholders, the Trustee shall, give notice (a Put Event Notice) to the Instrumentholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure (as set out
in Condition 5.6.4) for exercising the option contained in this Condition 5.6.1.

National Grid shall,
forthwith upon becoming aware of the occurrence of the National Grid Restructuring Event (a) provide the Trustee with the relevant Directors Report and (b) provide or procure that the Reporting Accountants provide the Trustee with
the Accountants Report. The Directors Report and the Accountants Report shall, in the absence of manifest error, be conclusive and



|* | Only applicable where National Grid is the Issuer.
|- | --------------------------------------------------



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binding on all concerned, including the Trustee and the Instrumentholders. The Trustee shall be entitled to act, or not act, and rely on without being expected to verify the accuracy of the same
(and shall have no liability to Instrumentholders for doing so) any Directors Report and/or any Accountants Report (whether or not addressed to it).



| | 5.6.2 | For the purposes of this Condition
| | ----- | ----------------------------------

Accountants Report means a report of the Reporting Accountants stating whether the amounts
included in the calculation of the Operating Profit and the amount for Consolidated Operating Profit as included in the Directors Report have been accurately extracted from the accounting records of National Grid and its Subsidiaries and
whether the Disposal Percentage included in the Directors Report has been correctly calculated which will be prepared pursuant to an engagement letter to be entered into by the Reporting Accountants, National Grid and the Trustee.

National Grid shall use reasonable endeavours to procure that there shall at the relevant time be Reporting Accountants
who have (a) entered into an engagement letter with National Grid and the Trustee which shall (i) not limit the liability of the Reporting Accountants to the Trustee by reference to a monetary cap and (ii) be available for inspection
by Instrumentholders at the principal office of the Trustee or (b) agreed to provide Accountants Reports on such other terms as National Grid and the Trustee shall approve. If National Grid, having used reasonable endeavours, is unable to
procure that there shall at the relevant time be Reporting Accountants who have entered into an engagement letter complying with (i) above, the Trustee may rely on an Accountants Report which contains a limit on the liability of the
Reporting Accountants by reference to a monetary cap or otherwise.

Investors should be aware that the
engagement letter may contain a limit on the liability of the Reporting Accountants which may impact on the interests of Instrumentholders.

National Grid shall give notice to the Trustee of the identity of the Reporting Accountants;

Consolidated Operating Profit means the consolidated operating profit on ordinary activities before tax and interest and before taking account of depreciation and amortisation of
goodwill and regulatory assets (for the avoidance of doubt, exceptional items, as reflected in the Relevant Accounts shall not be included) of National Grid and its subsidiaries (including any share of operating profit of associates and joint
ventures) determined in accordance with International Financial Reporting Standards (IFRS) by reference to the Relevant Accounts;

Directors Report means a report prepared and signed by two directors of National Grid addressed to the Trustee setting out the Operating Profit, the Consolidated Operating Profit
and the Disposal Percentage and stating any assumptions which the Directors of National Grid have employed in determining the Operating Profit;

Disposal Percentage means, in relation to a sale, transfer, lease or other disposal or dispossession of any Disposed Assets, the ratio of (a) the aggregate Operating Profit to
(b) the Consolidated Operating Profit, expressed as a percentage;



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Disposed Assets means, where National Grid and/or any of
its Subsidiaries sells, transfers, leases or otherwise disposes of or is dispossessed by any means (but excluding sales, transfers, leases, disposals or dispossessions which, when taken together with any related lease back or similar arrangements
entered into in the ordinary course of business, have the result that Operating Profit directly attributable to any such undertaking, property or assets continues to accrue to National Grid or, as the case may be, such Subsidiary), otherwise than to
a wholly-owned Subsidiary of National Grid or to National Grid, of the whole or any part (whether by a single transaction or by a number of transactions whether related or not) of its undertaking or (except in the ordinary course of business of
National Grid or any such Subsidiary) property or assets, the undertaking, property or assets sold, transferred, leased or otherwise disposed of or of which it is so dispossessed;

Negative Rating Event shall be deemed to have occurred if either (a) National Grid does not,
either prior to or not later than 21 days after the relevant National Grid Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Instruments or any other unsecured and unsubordinated debt of National Grid
having an initial maturity of five years or more (Rateable Debt) from a Rating Agency or (b) if National Grid does so seek and use such endeavours, it is unable, as a result of such National Grid Restructuring Event, to
obtain such a rating of at least investment grade (BBBor Baa3 or their respective equivalents for the time being), provided that a Negative Rating Event shall not be deemed to have occurred in respect of a particular National Grid
Restructuring Event if the Rating Agency declining to assign a rating of at least investment grade (as described above) does not announce or publicly confirm that its declining to assign a rating of at least investment grade was the result, in whole
or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable National Grid Restructuring Event (whether or not the National Grid Restructuring Event shall have occurred at the time such investment
grade rating is declined);

National Grid Restructuring Event shall be deemed to have
occurred at any time (whether or not approved by the Board of Directors of National Grid) that the sum of Disposal Percentages for National Grid within any period of 36 months commencing on or after the issue date of the first Tranche of the
Instruments is greater than 50 per cent.;

National Grid Restructuring Period means the
period ending 90 days after a Public Announcement (or such longer period in which the Rated Securities or Rateable Debt, as the case may be, is or are under consideration (announced publicly within the first mentioned period) for rating review or,
as the case may be, rating by a Rating Agency);

Operating Profit, in relation to any
Disposed Assets, means the operating profits on ordinary activities before tax and interest and before taking account of depreciation and amortisation of goodwill and regulatory assets (for the avoidance of doubt, exceptional items, as reflected in
the Relevant Accounts, shall not be included) of National Grid and its Subsidiaries directly attributable to such Disposed Assets as determined in accordance with IFRS by reference to the Relevant



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Accounts and, if Relevant Accounts do not yet exist, determined in a manner consistent with the assumptions upon which the Directors Report is to be based. Where the Directors of National
Grid have employed assumptions in determining the Operating Profit, those assumptions should be clearly stated in the Directors Report;

Public Announcement means an announcement by National Grid or the Trustee, of the occurrence of the National Grid Restructuring Event published in a leading national newspaper having
general circulation in the United Kingdom (which is expected to be the Financial Times);

Rated Securities means the Instruments, if and for so long as they shall have an effective rating from
a Rating Agency and otherwise any Rateable Debt which is rated by a Rating Agency; provided thatif there shall be no such Rateable Debt outstanding prior to the maturity of the Instruments, the holders of not less than one-quarter in
principal amount of outstanding Instruments may require National Grid to obtain and thereafter update on an annual basis a rating of the Instruments from a Rating Agency. In addition, National Grid may at any time obtain and thereafter update on an
annual basis a rating of the Instruments from a Rating Agency, provided that,except as provided above, National Grid shall not have any obligation to obtain such a rating of the Instruments;

Rating Agency means Standard & Poors Ratings Services, a division of The McGraw-Hill
Companies, Inc. and its successors or Moodys Investors Service, Inc. and its successors or any rating agency substituted for either of them (or any permitted substitute of them) by National Grid from time to time with the prior written
approval of the Trustee;

Rating Downgrade shall be deemed to have occurred in respect of
the National Grid Restructuring Event if the then current rating whether provided by a Rating Agency at the invitation of National Grid or by its own volition assigned to the Rated Securities by any Rating Agency is withdrawn or reduced from an
investment grade rating (BBBor Baa3 or their respective equivalents for the time being or better) to a non-investment grade rating (BB+ or Ba1 or their respective equivalents for the time being or worse) or, if a Rating Agency shall already
have rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category; provided that a Rating Downgrade otherwise arising by virtue of a particular reduction in rating shall not be deemed to have
occurred in respect of a particular National Grid Restructuring Event if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm that the reduction was the result, in
whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable National Grid Restructuring Event (whether or not the applicable National Grid Restructuring Event shall have occurred at the time
of the Rating Downgrade);

Relevant Accounts means the most recent annual audited
consolidated financial accounts of National Grid and its Subsidiaries preceding the relevant sale, transfer, lease or other disposal or dispossession of any Disposed Asset;



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Reporting Accountants means the auditors of National
Grid (but not acting in their capacity as auditors) or such other firm of accountants as may be nominated by National Grid and approved in writing by the Trustee for the purpose or, failing which, as may be selected by the Trustee for the purpose;
and

Subsidiary means a subsidiary within the meaning of Section 1159 of the Companies
Act 2006 and Subsidiaries shall be construed accordingly.



| | 5.6.3 | The Trustee shall not be responsible for ascertaining or monitoring whether or not the National Grid Restructuring Event, a Negative Rating
Event or a Rating Downgrade in relation to National Grid has occurred and, unless and until it has actual knowledge to the contrary, shall be entitled to assume that no such event has occurred.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.6.4 | To exercise the option of redemption of an Instrument under Condition 5.6.1 the Instrumentholder must deliver each Instrument to be redeemed
accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a Put Notice) and, in which the Instrumentholder may specify an
account to which payment is to be made under this Condition 5.6 to the specified office of any Paying Agent on any business day falling within the period (the Put Period) of 45 days after a Put Event Notice is given. The
Instrument should be delivered together with all Coupons (and Talons) appertaining thereto maturing after the date (the Put Date) falling seven days after the expiry of the Put Period, failing which (unless Condition 6.6.1
applies) the Paying Agent will require payment of an amount equal to the face value of any such missing Coupon and/or Talon. Any amount so paid will be reimbursed in the manner provided in Condition 6 against presentation and surrender of the
relevant missing Coupon and/or Talon, subject to Condition 8. The Paying Agent to which such Instrument and Put Notice are delivered will issue to the Instrumentholder concerned a non-transferable receipt in respect of the Instrument so delivered.
Payment in respect of any Instrument so delivered will be made, if the Instrumentholder duly specified a bank account in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or
after the Put Date in the manner provided in Condition 6 against presentation and surrender (or, in the case of part payment, endorsement) of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable.
For the purposes of the Conditions and the Trust Deed, receipts issued pursuant to this Condition 5.6 shall be treated as if they were Instruments. National Grid shall redeem the relevant Instruments on the Put Date unless previously redeemed or
purchased.]
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.6.1 | *[Redemption of Instruments issued by NGET at the option of Instrumentholders
| | ----- | -----------------------------------------------------------------------------

If NGET Restructuring Put Option is specified in the relevant Final Terms and at any time whilst any of the Instruments
issued by NGET remains outstanding there occurs an NGET Restructuring Event and in relation to that NGET Restructuring Event, a Negative Certification is made and, within the NGET Restructuring Period either:



| | (a) | (if at the time that an NGET Restructuring Event occurs there are Rated Securities) a Rating Downgrade in respect of the relevant NGET Restructuring
Event occurs; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|* | Only applicable where NGET is the Issuer.
|- | -----------------------------------------



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| | (b) | (if at the time that an NGET Restructuring Event occurs there are no Rated Securities) a Negative Rating Event in respect of the relevant NGET
Restructuring Event occurs, (the NGET Restructuring Event and Rating Downgrade or the NGET Restructuring Event and Negative Rating Event, as the case may be, occurring within the NGET Restructuring Period, together with a Negative Certification,
shall be called a (Put Event),
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then the holder of each Instrument of
NGET will have the option upon the giving of a Put Notice (as defined in Condition 5.6.4) to require NGET to redeem or, at the option of NGET, purchase (or procure the purchase of) such Instrument on the Put Date (as defined in Condition 5.6.4) at
its principal amount together with accrued interest to the Put Date.

Promptly upon NGET becoming aware that a
Put Event has occurred, and in any event no later than 14 days after the occurrence of a Put Event, NGET shall, or at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested in writing by the holders of at least
one-quarter in principal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution of the Instrumentholders, the Trustee shall, give notice (a Put Event Notice) to the Instrumentholders in
accordance with Condition 14 specifying the nature of the Put Event and the procedure (as set out in Condition 5.6.4) for exercising the option contained in this Condition 5.6.1.



| | 5.6.2 | For the purposes of this Condition
| | ----- | ----------------------------------

Electricity Act means the Electricity Act 1989 as amended or re-enacted from time to time and all
subordinate legislation made pursuant thereto;

Electricity Transmission Licence means the
transmission licence, as subsequently amended from time to time, originally granted by the Secretary of State for Energy to NGET under the Electricity Act;

Negative Certification means, on the occurrence of an NGET Restructuring Event, such event or events being certified in writing by an independent financial adviser appointed by NGET and
approved by the Trustee (or, if NGET shall not have appointed such an adviser within 21 days after becoming aware of the occurrence of such NGET Restructuring Event, appointed by the Trustee (following consultation with NGET)) as being in its
opinion materially prejudicial to the interests of the Instrumentholders. Any Negative Certification by an independent financial adviser as to whether or not, in its opinion, any event defined as an NGET Restructuring Event is materially prejudicial
to the interests of the Instrumentholders shall, in the absence of manifest error, be conclusive and binding upon NGET, the Trustee, the Instrumentholders and the Couponholders;

Negative Rating Event shall be deemed to have occurred if NGET is unable as a result of an NGET
Restructuring Event to obtain a rating of the Instruments or of any other comparable unsecured and unsubordinated debt of NGET (or of any Subsidiary of NGET and which is guaranteed on an unsecured and unsubordinated basis by NGET) having an initial
maturity of five years or more (Rateable Debt) from a Rating Agency of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being), which rating NGET shall use all



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reasonable endeavours to obtain, provided that a Negative Rating Event shall not be deemed to have occurred in respect of a particular NGET Restructuring Event if the Rating Agency making the
relevant reduction or declining to assign a rating of at least investment grade (as described above) does not announce or publicly confirm or otherwise inform the Trustee that the reduction or its declining to assign a rating of at least investment
grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable NGET Restructuring Event;

NGET Restructuring Event means the occurrence of any one or more of the following events:



| | (a) | the Secretary of State for Trade and Industry or any official succeeding to his functions gives NGET written notice of revocation of the Electricity
Transmission Licence in accordance with the terms as to revocation set out in Schedule 2 of the Electricity Transmission Licence, such revocation to become effective not later than the Maturity Date of the Instruments or NGET agrees in writing with
the Secretary of State for Trade and Industry or any official succeeding to his functions to any revocation or surrender of the Electricity Transmission Licence or any legislation (whether primary or subordinate) is enacted terminating or revoking
the Electricity Transmission Licence; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | any modification is made to the terms and conditions of the Electricity Transmission Licence other than such a modification which the Trustee, in
its opinion, considers to be not materially prejudicial to the interests of the Instrumentholders and has so confirmed in writing to NGET; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | any legislation (whether primary or subordinate) is enacted removing, reducing or qualifying the duties or powers of the Secretary of State for
Trade and Industry or any official succeeding to his functions and/or the Gas and Electricity Markets Authority under Section 3A of the Electricity Act as compared with those in effect on the issue date of the first Tranche of the Instruments
other than such legislation which the Trustee, in its opinion, considers to be not materially prejudicial to the interests of the Instrumentholders and has so confirmed in writing to NGET;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NGET Restructuring Period means:



| | (a) | if at the time at which the NGET Restructuring Event occurs there are Rated Securities, the period of 90 days starting from and including the day on
which an NGET Restructuring Event occurs or such longer period in which the Rated Securities are under consideration (announced publicly within such 90 day period) for rating review by a Rating Agency; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | if at the time at which an NGET Restructuring Event occurs there are no Rated Securities, the period starting from and including the day on which an
NGET Restructuring Event occurs and ending on the day 90 days following the date on which a Negative Certification shall have been given to NGET in respect of that NGET Restructuring Event;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Rated Securities means (a) the Instruments or
(b) such other comparable unsecured and unsubordinated debt of NGET (or of any Subsidiary of NGET and which is guaranteed on an unsecured and unsubordinated basis by NGET) having an initial maturity of five years or more selected by NGET from
time to time for the purpose of this definition with the approval of the Trustee and which possesses an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) by any Rating Agency (whether at the
invitation of NGET or by its own volition);

Rating Agency means Standard &
Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., or any of its Subsidiaries and their successors or Moodys Investors Service, Inc., or any of its Subsidiaries and their successors or any rating agency substituted
for either of them (or any permitted substitute of them) by NGET from time to time with the prior written approval of the Trustee;

Rating Downgrade shall be deemed to have occurred in respect of an NGET Restructuring Event if the rating assigned to the Rated Securities by any Rating Agency which is current
immediately prior to the occurrence of an NGET Restructuring Event (whether provided by a Rating Agency at the invitation of NGET or by its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective
equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall have already rated the Rated Securities below investment grade (as
described above), the rating is lowered one full rating category (from BB+/Ba1 to BB/Ba2 or such similar lowering) provided that a Rating Downgrade shall not be deemed to have occurred in respect of or as a result of a particular NGET Restructuring
Event if the Rating Agency making the relevant reduction in rating or declining to assign a rating of at least investment grade as provided in these Conditions does not announce or publicly confirm, or otherwise inform the Trustee, that the
reduction or declining was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable NGET Restructuring Event;

Subsidiary means a subsidiary within the meaning of Section 1156 of the Companies Act 2006 and
Subsidiaries shall be construed accordingly.



| | 5.6.3 | The Trustee shall not be responsible for ascertaining whether or not an NGET Restructuring Event, a Negative Rating Event or a Rating
Downgrade in relation to NGET has occurred and, unless and until it has actual knowledge to the contrary, shall be entitled to assume that no such event has occurred.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.6.4 | To exercise the option of redemption of an Instrument under Condition 5.6.1 the Instrumentholder must deliver each Instrument to be redeemed
accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a Put Notice) and, in which the Instrumentholder may specify an
account to which payment is to be made under this Condition 5.6 to the specified office of any Paying Agent on any business day falling within the period (the Put Period) of 45 days after a Put Event Notice is given. The
Instrument should be delivered together with all Coupons (and Talons) appertaining thereto maturing after the date (the Put Date) falling seven days after the expiry of the Put Period, failing which (unless Condition 6.6.1
applies) the Paying Agent will require payment of an amount equal to the face value of any such missing Coupon and/or Talon.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Any amount so paid will be reimbursed in the manner provided in Condition 6
against presentation and surrender of the relevant missing Coupon and/or Talon, subject to Condition 8. The Paying Agent to which such Instrument and Put Notice are delivered will issue to the Instrumentholder concerned a non-transferable receipt in
respect of the Instrument so delivered.

Payment in respect of any Instrument so delivered will be made, if the
Instrumentholder duly specified a bank account in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date in the manner provided in Condition 6 against
presentation and surrender (or, in the case of part payment, endorsement) of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable. For the purposes of the Conditions and the Trust Deed, receipts
issued pursuant to this Condition 5.6 shall be treated as if they were Instruments. NGET shall redeem the relevant Instruments on the Put Date unless previously redeemed or purchased.]



|5.7 | Redemption at the Option of Instrumentholders
|--- | ---------------------------------------------

If Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of any Instrumentholder, upon such
Instrumentholder giving not less than 15 nor more than 30 days notice to the Issuer (or such other notice period as may be specified on this Instrument) redeem such Instrument on the Optional Redemption Date(s) (as specified in the Final
Terms) at its Optional Redemption Amount (as specified in the Final Terms) together with interest accrued to the date fixed for redemption.

To exercise such option (which must be exercised on an Option Exercise Date) the holder must deposit such Instrument with any Paying Agent at its specified office, together with a duly completed option
exercise notice (Exercise Notice) in the form obtainable from any Paying Agent within the Instrumentholders. Option Period (as specified in the Final Terms). No Instrument so deposited and option exercised may be withdrawn (except
as provided in the Agency Agreement) without the prior consent of the Issuer.



|5.8 | Cancellation
|--- | ------------

All Instruments redeemed pursuant to any of the foregoing provisions will be cancelled forthwith together with all unmatured Coupons and unexchanged Talons attached thereto. All Instruments purchased by
or on behalf of the Issuer or any of its Subsidiaries may, at the option of the Issuer be held by or may be surrendered together with all unmatured Coupons and all unexchanged Talons attached to them to a Paying Agent for cancellation, but may not
be resold and when held by the Issuer or any of its respective Subsidiaries shall not entitle the holder to vote at any meeting of Instrumentholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of
Instrumentholders or for the purposes of Condition 11.



|6 | Payments and Talons
|- | -------------------



|6.1 | Payments
|--- | --------

Payments of principal and interest in respect of Instruments (other than Australian Domestic Instruments) will, subject as mentioned below, be made against presentation and surrender of the relevant
Instruments (in the case of all other payments of principal and, in the case of interest, as specified in Condition 6.6.4) or Coupons (in the case of interest,



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save as specified in Condition 6.6.4), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the currency in which such payment is due
drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the principal financial centre for that currency; provided that in the case of Euro, the transfer shall be in a city in which banks
have access to the TARGET System.



|6.2 | Payments in respect of Australian Domestic Instruments
|--- | ------------------------------------------------------

Payments of principal and interest in respect of Australian Domestic Instruments will be made in Australian dollars to the
persons registered in the Australian Register on the relevant Record Date (as defined below) as the holders of such Australian Domestic Instruments. Payments to holders in respect of each Australian Domestic Instrument will be made:



| | (i) | if the Australian Domestic Instrument is held by Austraclear and entered in the Austraclear System, by crediting on the relevant Interest Payment
Date, the Maturity Date or other date on which payment is due the amount then due to the account or accounts to which payments should be made in accordance with the Austraclear Regulations or as otherwise agreed with Austraclear; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | if the Australian Domestic Instrument is not held by Austraclear and entered in the Austraclear System, by crediting on the Interest Payment Date,
the Maturity Date or other date on which payment is due, the amount then due to an account in Australia previously notified by the lnstrumentholder(s) of the Australian Domestic Instrument to the relevant Issuer and the Australian Registrar.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Payment of an amount due in respect of an Australian Domestic Instrument to the holder or
otherwise in accordance with this Condition or to the Trustee discharges the obligation of the Issuer to all persons to pay that amount.

Payments will for all purposes be taken to be made when the relevant Issuer or the Agent gives irrevocable instructions for the making of the relevant payment by electronic transfer, being instructions
which would be reasonably expected to result, in the ordinary course of banking business, in the funds transferred reaching the account to which the payment is to be made on the same day as the day on which the instructions are given.

If, following the application of Condition 6.7 (Non-business Days), a payment is due to be made under an Australian
Domestic Instrument to an account on a business day on which banks are not open for general banking business in the city in which the account is located, the Instrumentholder is not entitled to payment of such amount until the next business day on
which banks in such city are open for general banking business and is not entitled to any interest or other payment in respect of any such delay.

In this Condition, in relation to Australian Domestic Instruments, Record Date means, in the case of payments of principal or interest, close of business on the date which is the eighth
calendar day before the due date for the relevant payment of principal or interest.



|6.3 | Payments in the United States
|--- | -----------------------------

Notwithstanding the above, if any Instruments are denominated in U.S. dollars, payments in respect of them may be made at the specified office of any Paying Agent in New York City in the same manner as
specified above if (a) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that



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such Paying Agents would be able to make payment of the amounts on the Instruments in the manner provided above when due, (b) payment in full of such amounts at all such offices is illegal
or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (c) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax
consequence to the Issuer.



|6.4 | Payments subject to Fiscal Laws etc.
|--- | ------------------------------------

All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without
prejudice to the provisions of Condition 7. No commission or expenses shall be charged to the Instrumentholders or Couponholders in respect of such payments.



|6.5 | Appointment of Agents
|--- | ---------------------

The Issuing and Paying Agent, the Paying Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuing and Paying Agent, the
Paying Agents and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any holder. The Issuer reserves the right at any time with the approval of the Trustee to vary
or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent or the Calculation Agent and to appoint additional or other Paying Agents, provided that the Issuer shall at all times maintain (a) an Issuing and Paying
Agent, (b) a Paying Agent having its specified office in a major European city, which shall be London so long as the Instruments are admitted to the Official List of the Financial Services Authority in its capacity as competent authority under
the Financial Services and Markets Act 2000 and admitted to trading on the London Stock Exchanges Regulated Market, (c) a Calculation Agent where the Conditions so require one, (d) so long as the Instruments are listed on any stock
exchange or admitted to listing by any other relevant authority, a Paying Agent having a specified office in such place as may be required by the rules and regulations of any other relevant stock exchange or other relevant authority and (e) to
the extent that the Issuer is able to do so and not provided for by the foregoing provisions of this Condition 6.5, a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant
to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000. As used in these Conditions, the terms issuing and Paying
Agent, Calculation Agent, and Paying Agent include any additional or replacement Issuing and Paying Agent, Calculation Agent or Paying Agent appointed under this Condition.

In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Instruments denominated
in U.S. dollars in the circumstances described in Condition 6.3.

Notice of any such change or any change
of any specified office shall promptly be given to the Instrumentholders in accordance with Condition 14.



|6.6 | Unmatured Coupons and unexchanged Talons
|--- | ----------------------------------------



| | 6.6.1 | Upon the due date for redemption of any Instrument, unmatured Coupons relating to such Instrument (whether or not attached) shall become void
and no payment shall be made in respect of them.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|  
|--
|97



---

| | 6.6.2 | Upon the due date for redemption of any Instrument, any unexchanged Talon relating to such Instrument (whether or not attached) shall become
void and no Coupon shall be delivered in respect of such Talon.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.6.3 | Where any Instrument which provides that the relevant Coupons are to become void upon the due date for redemption of those Instruments is
presented for redemption without all unmatured Coupons, and where any Instrument is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may
require.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.6.4 | If the due date for redemption of any Instrument is not a due date for payment of interest, interest accrued from the preceding due date for
payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Instrument. Interest accrued on an Instrument that only bears interest after its
Maturity Date shall be payable on redemption of that Instrument against presentation of that Instrument.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.7 | Non-business Days
|--- | -----------------

If any date for payment in respect of any Instrument or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in
respect of such postponed payment. In this paragraph, business day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such
jurisdictions as shall be specified as Financial Centres in the relevant Final Terms and:



| | 6.7.1 | (in the case of a payment in a currency other than Euro) where payment is to be made by transfer to an account maintained with a bank in the
relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency (which in the case of Australian dollars is Sydney); or
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6.7.2 | (in the case of a payment in Euro) which is a TARGET Business Day.
| | ----- | ------------------------------------------------------------------



|6.8 | Talons
|--- | ------

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Instrument, the Talon forming part of such Coupon sheet may be surrendered at the
specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (but excluding any Coupons which may have become void pursuant to Condition 8).



|7 | Taxation
|- | --------

All payments of principal and interest by or on behalf of the Issuer in respect of the Instruments and the Coupons will be made without withholding or deduction for or on account of, any present or future
taxes or duties of whatever nature imposed or levied by or on behalf of the United Kingdom or any political sub-division of the United Kingdom or any authority in or of the United Kingdom having power to tax, unless such withholding or deduction is
compelled by law. In that event, the Issuer will pay such additional amounts of principal and interest as will result in the payment to the Instrumentholders or, as the case may be, the Couponholders of the amounts which would otherwise have been
receivable



|  
|--
|98



---

in respect of the Instruments or Coupons had no withholding or deduction been made, except that no such additional amounts shall be payable in respect of any Instrument or Coupon presented for
payment:



| | (a) | by or on behalf of, a person who is liable to such taxes or duties in respect of such Instrument or Coupon by reason of his having some connection
with the United Kingdom other than the mere holding of such Instrument or Coupon; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | by or on behalf of a person who would not be liable or subject to such deduction or withholding by making a declaration of non-residence or other
claim for exemption to a tax authority; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to such additional amounts on presenting the
same for payment on such 30th day; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing European
Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | by or on behalf of a holder who would have been able to avoid such withholding or deduction (i) by presenting the relevant Instrument or Coupon
to another Paying Agent in a Member State of the European Union; or (ii) by satisfying any statutory or procedural requirements (including, without limitation, the provision of information).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As used in these Conditions, Relevant Date in respect of any Instrument or Coupon means the date on
which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to
the Instrumentholders in accordance with Condition 14 that, upon further presentation of the Instrument or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation.
References in these Conditions to (a) principal shall be deemed to include any premium payable in respect of the Instruments, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face
Amounts and all other amounts in the nature of principal payable pursuant to Condition 5 or any amendment or supplement to it, (b) interest shall be deemed to include all Interest Amounts and all other amounts payable
pursuant to Condition 3 or any amendment or supplement to it and (c) principal and/or interest shall be deemed to include any additional amounts which may be payable under this Condition or any undertaking
given in addition to or in substitution for it under the Trust Deed.



|8 | Prescription
|- | ------------

Instruments and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless presented for payment within 10 years (in the case of principal) or five years (in
the case of interest) from the appropriate Relevant Date in respect of them.



|  
|--
|99



---

|9 | Events of Default
|- | -----------------

If any of the following events (each an Event of Default) occurs and is continuing, the Trustee at its discretion may, and if so requested by the holders of at least one-quarter in
nominal amount of the Instruments then outstanding or if so directed by an Extraordinary Resolution shall, give notice to the Issuer at its registered office that the Instruments are, and they shall accordingly immediately become due and repayable
at their Redemption Amount together with accrued interest (if any) to the date of payment:



| | (a) | Non-Payment: there is default for more than 30 days in the payment of any principal or interest due in respect of the Instruments; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Breach of Other Obligations:there is default in the performance or observance by the Issuer of any other obligation or provision under the
Trust Deed or the Instruments (other than any obligation for the payment of any principal or interest in respect of the Instruments) which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not remedied within
90 days after notice of such default shall have been given to the Issuer by the Trustee; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Cross-Acceleration:if (i) any other present or future Relevant Indebtedness of the Issuer [(or a Principal Subsidiary)]* becomes
due and payable prior to its stated maturity by reason of any actual event of default or (ii) any amount in respect of such Relevant Indebtedness is not paid when due or, as the case may be, within any applicable grace period, provided that the
aggregate amount of the Relevant Indebtedness in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds £50,000,000, for the period up to 31 March 2017, and thereafter,
£100,000,000.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[For the purposes of this Condition 9, Principal
Subsidiary means National Grid Gas plc, NGET and National Grid USA, and includes any successor entity thereto or any member of the group of companies comprising National Grid and each of its subsidiary undertakings (the National
Grid Group) which the Auditors have certified to the Trustee as being a company to which all or substantially all of the assets of a Principal Subsidiary are transferred. In the event that all or substantially all of the assets of a
Principal Subsidiary are transferred to a member of the National Grid Group as described above, the transferor of such assets shall cease to be deemed to be a Principal Subsidiary for the purposes of this Condition.]*; or



| | (d) | Winding-up:a resolution is passed, or a final order of a court in the United Kingdom is made and, where possible, not discharged or stayed
within a period of 90 days, that the Issuer be wound up or dissolved; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Enforcement Proceedings:attachment is made of the whole or substantially the whole of the assets or undertakings of the Issuer and such
attachment is not released or cancelled within 90 days or an encumbrancer takes possession or an administrative or other receiver or similar officer is appointed of the whole or substantially the whole of the assets or undertaking of the Issuer or
an administration or similar order is made in relation to the Issuer and such taking of possession, appointment or order is not released, discharged or cancelled within 90 days; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|* | Only applicable where National Grid is the Issuer.
|- | --------------------------------------------------



|   
|---
|100



---

| | (f) | Insolvency:the Issuer ceases to carry on all or substantially all of its business or is unable to pay its debts within the meaning of
Section 123(1)(e) or Section 123(2) of the Insolvency Act 1986; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | Bankruptcy:the Issuer is adjudged bankrupt or insolvent by a court of competent jurisdiction in its country of incorporation,
| | --- | -----------------------------------------------------------------------------------------------------------------------------

provided that in the case of paragraph (b) the Trustee shall have certified that in its
opinion such event is materially prejudicial to the interests of the Instrumentholders.



|10 | Enforcement
|-- | -----------

The Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer
under the Instruments or under the Trust Deed, but shall not be bound to do so unless;



| | (a) | it has been so directed by an Extraordinary Resolution or in writing by the holders of at least one-quarter of the principal amount of the
Instruments outstanding; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | it has been indemnified to its satisfaction.
| | --- | --------------------------------------------

No Instrumentholder or Couponholder shall be entitled to institute proceedings directly against the Issuer unless the
Trustee, having become bound to proceed as specified above, fails to do so within a reasonable time and such failure is continuing.



|11 | Meetings of Instrumentholders, Modifications and Substitution
|-- | -------------------------------------------------------------



|11.1 | Meetings of Instrumentholders
|---- | -----------------------------

The Trust Deed and the Australian Deed Poll (in the case of Australian Domestic Instruments) each contains provisions for convening meetings of Instrumentholders to consider any matter affecting their
interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed or the Australian Deed Poll (as applicable)) of a modification of any of these Conditions or any provisions of the Trust Deed or the Australian Deed Poll
(as applicable). An Extraordinary Resolution duly passed at any such meeting shall be binding on Instrumentholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders, except that any
Extraordinary Resolution proposed, inter alia,(a) to amend the dates of maturity or redemption of the Instruments or any date for payment of interest on the Instruments, (b) to reduce or cancel the nominal amount of, or any premium
payable on redemption of, the Instruments, (c) to reduce the rate or rates of interest in respect of the Instruments or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest
Amount in respect of the Instruments, (d) if a Minimum and/or a Maximum Rate of Interest is shown on the face of the Instrument, to reduce any such Minimum and/or Maximum Rate of Interest, (e) to vary any method of calculating the Final
Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, (f) to take any steps that as specified in this Instrument may only be taken following approval by an Extraordinary Resolution to which the special quorum
provisions apply, and (g) to modify the provisions concerning the quorum required at any meeting of Instrumentholders or the majority required to pass the Extraordinary Resolution will only be binding if passed at a meeting of the
Instrumentholders (or at any adjournment of that meeting) at which a special quorum (as defined in the Trust Deed or the Australian Deed



|   
|---
|101



---

Poll (as applicable)) is present. A resolution in writing signed by the holders of not less than 95 per cent. in nominal amount of the Instruments will be binding on all Instrumentholders
and Couponholders. The Issuer may convene a meeting of Instrumentholders jointly with the holders of all other Instruments issued pursuant to the Agency Agreement and the Australian Deed Poll and not forming a single series with the Instruments to
which meeting the provisions referred to above apply as if all such Instruments formed part of the same series, provided that the proposals to be considered at such meeting affect the rights of the holders of the Instruments of each series attending
the meeting in identical respects (save insofar as the Conditions applicable to each such series are not identical).



|11.2 | Modification of the Trust Deed and the Australian Deed Poll
|---- | -----------------------------------------------------------

The Trustee may agree, without the consent of the Instrumentholders or Couponholders, to(a) any modification of any of the
provisions of the Trust Deed or the Australian Deed Poll that is of a formal, minor or technical nature or is made to correct a manifest error, and (b) any other modification (except as mentioned in the Trust Deed or the Australian Deed Poll),
and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed or the Australian Deed Poll that is in the opinion of the Trustee not materially prejudicial to the interests of the Instrumentholders. Any
such modification, authorisation or waiver shall be binding on the Instrumentholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the Instrumentholders as soon as practicable.



|11.3 | Substitution
|---- | ------------

The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and/or the Australian Deed Poll and such other conditions as the Trustee may require, but
without the consent of the Instrumentholders or the Couponholders, to the substitution of any other company in place of the Issuer or of any previous substituted company, as principal debtor under the Trust Deed or the Australian Deed Poll (in the
case of Australian Domestic Instruments) and the Instruments. In the case of such a substitution the Trustee may agree, without the consent of the Instrumentholders or the Couponholders, to a change of the law governing the Instruments, the Coupons,
the Talons and/or the Trust Deed and/or the Australian Deed Poll (as applicable) provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Instrumentholders.



|11.4 | Entitlement of the Trustee
|---- | --------------------------

In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Instrumentholders as a class and
shall not have regard to the consequences of such exercise for individual Instrumentholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Instrumentholder or Couponholder be entitled to claim, from the Issuer any
indemnification or payment in respect of any tax consequence of any such exercise upon individual Instrumentholders or Couponholders.



|12 | Replacement of Instruments, Coupons and Talons
|-- | ----------------------------------------------

If an Instrument, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to
applicable laws, listing authority and stock exchange regulations, at the specified office of such other Paying Agent as may from time to time be designated by



|   
|---
|102



---

the Issuer for the purpose and notice of whose designation is given to Instrumentholders in accordance with Condition 14 on payment by the claimant of the fees and costs incurred in connection
with that replacement and on such terms as to evidence, security and indemnity (which may provide, inter alia,that if the allegedly lost, stolen or destroyed Instrument, Coupon or Talon is subsequently presented for payment or, as the case
may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Instruments, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced
Instruments, Coupons or Talons must be surrendered before replacements will be issued.



|13 | Further Issues
|-- | --------------

The Issuer may from time to time without the consent of the Instrumentholders or Couponholders create and issue further Instruments having the same terms and conditions as the Instruments and so that such
further issue shall be consolidated and form a single series with such Instruments.

References in these
Conditions to the Instruments include (unless the context requires otherwise) any other Instruments issued pursuant to this Condition and forming a single series with the Instruments. Any such further Instruments forming a single series with
Instruments constituted by the Trust Deed or any deed supplemental to it or the Australian Deed Poll shall, and any other Instruments may (with the consent of the Trustee), be constituted by the Trust Deed or the Australian Deed Poll (in the case of
Australian Domestic Instruments).

The Trust Deed and the Australian Deed Poll each contains provisions for
convening a single meeting of the Instrumentholders and the holders of Instruments of other series if the Trustee so decides.



|14 | Notices
|-- | -------

All notices to the Instrumentholders will be valid if published in a daily English language newspaper of general circulation in the United Kingdom (which is expected to be the Financial Times).If in the opinion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have
been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above.

In the case of Australian Domestic Instruments, the following provisions shall apply in lieu of any provisions of this
Condition 14 which are inconsistent with the following provisions. Notices regarding Australian Domestic Instruments shall be published in a leading daily newspaper of general circulation in Australia. It is expected that such notices will normally
be published in The Australian Financial Review.Any such notice will be deemed to have been given to the holders on the date of such publication.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Instruments in accordance with this Condition.



|   
|---
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---

|15 | indemnification of Trustee
|-- | --------------------------

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including but not limited to provisions relieving it from any obligation to (a) appoint an
independent financial adviser and (b) take proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer or any of its subsidiary undertakings, parent
undertakings, joint ventures or associated undertakings without accounting for any profit resulting from these transactions and to act as trustee for the holders of any other securities issued by the Issuer or any of its subsidiary undertakings,
parent undertakings, joint ventures or associated undertakings.



|16 | Contracts (Rights of Third Parties) Act 1999
|-- | --------------------------------------------

No person shall have any right to enforce any term or condition of the Instruments under the Contracts (Rights of Third
Parties) Act 1999.



|17 | Governing Law and Jurisdiction
|-- | ------------------------------



|17.1 | The Instruments (other than Australian Domestic Instruments) and any non-contractual obligations arising out of or connected with them are
governed by, and shall be construed in accordance with, English law.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.2 | The courts of England have exclusive jurisdiction to settle any dispute (a Dispute), arising from or connected with the
Instruments (other than Australian Domestic Instruments).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.3 | The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it
will not argue to the contrary.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.4 | Nothing in this Condition 17 prevents the Trustee or any Instrumentholder from taking proceedings relating to a Dispute
(Proceedings) in any other courts with jurisdiction. To the extent allowed by law, the Trustee or lnstrument holders may take concurrent Proceedings in any number of jurisdictions.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.5 | The Australian Domestic Instruments, the Australian Deed Poll and (unless otherwise specified in the applicable Final Terms) the Australian
Agency and Registry Agreement will be governed by, and construed in accordance with, the laws in force in New South Wales, Australia, save that the provisions of Condition 9 (Events of Default) shall be interpreted so as to have
the same meaning they would have if governed by English law.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.6 | In the case of Australian Domestic Instruments, each Issuer has irrevocably agreed for the benefit of Instrumentholders that the courts of
New South Wales, Australia are to have jurisdiction to settle any disputes which may arise out of or in connection with the Australian Domestic Instruments, the Australian Deed Poll and the Australian Agency and Registry Agreement and that
accordingly any suit, action or proceedings arising out of or in connection with the Australian Domestic Instruments, the Australian Deed Poll or the Australian Agency and Registry Agreement (together referred to as Australian
Proceedings) may be brought in such courts.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17.7 | Each Issuer has irrevocably waived any objection which it may have now or hereafter to the laying of the venue of any Australian Proceedings
in any such court and any claim that any such Australian Proceedings have been brought in an inconvenient forum and has further irrevocably agreed that a judgment in any such Australian Proceedings brought in the courts of New South Wales shall be
conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|   
|---
|104



---

Schedule 2

Part C

Form of Coupon

On the front:

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

EURO MEDIUM TERM NOTE
PROGRAMME

Series No. []

Tranche No. []

[Title of issue]

Coupon for [[set out amount due, if known]/the amount] due on [the Interest Payment Date falling in][], []

[Coupon relating to the Instrument in the nominal amount of []]*

This Coupon is payable to bearer (subject to the Conditions endorsed on the Instrument to which this Coupon relates, which shall be
binding upon the holder of this Coupon whether or not it is for the time being attached to such Instrument) at the specified offices of the Issuing and Paying Agent and the Paying Agents set out on the reverse of this Coupon (or any other Issuing
and Paying Agent or further or other Paying Agents or specified offices duly appointed or nominated and notified to the Instrumentholders).

[If the Instrument to which this Coupon relates shall have become due and payable before the maturity date of this Coupon, this Coupon shall become void and no payment shall be made in respect of
it.]**

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[NATIONAL GRID
plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

By:



|          |  |                |  |        |  |          |  |              
|--------- |  | -------------- |  | ------ |  | -------- |  | -------------
|[Cp. No.] |  | [Denomination] |  | [ISIN] |  | [Series] |  | [Certif. No.]

[Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day
Convention, otherwise the particular Interest Payment Date should be specified.]

[Only required for Coupons relating to
Floating Rate or Index Linked Interest Instruments that are issued in more than one denomination.]

[Delete if Coupons are not
to become void upon early redemption of Instrument.]





|* | Delete as applicate.
|- | --------------------



|   
|---
|105



---

On the back:

ISSUING AND PAYING AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

PAYING AGENTS

KBL European Private Bankers S.A.

43 Boulevard Royal

L-2955 Luxembourg

BNY Trust Company of Canada

320 Bay Street, 11th Floor

Toronto, ON

Canada M5H 4A6



|   
|---
|106



---

Schedule 2

Part D

Form of Talon

On the front:

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

EURO MEDIUM TERM NOTE
PROGRAMME

Series No. []

Tranche No. []

[Title of issue]

Talon for further Coupons falling due on [the Interest Payment Dates falling in]** [] []. [Talon relating to the Instrument
in the nominal amount of []]***

After all the Coupons relating to the Instrument to which this Talon relates have
matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Issuing and Paying Agent set out on the reverse of this Talon (or any other Issuing and Paying Agent or specified office
duly appointed or nominated and notified to the Instrumentholders) upon production and surrender of this Talon.

[If the
Instrument to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it.]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[NATIONAL GRID plc/

NATIONAL GRID ELECTRICITY TRANSMISSION plc]*

By:



|            |  |        |  |          |  |              
|----------- |  | ------ |  | -------- |  | -------------
|[Talon No.] |  | [ISIN] |  | [Series] |  | [Certif. No.]

[The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be
made to the months and years in which the Interest Payment Dates fall]

[Only when required where the Series comprises
Instruments of more than one denomination,] [Delete if Talon is not to become void upon early redemption of the Instrument.]





|* | Delete as applicate.
|- | --------------------



|   
|---
|107



---

On the back:

ISSUING AND PAYING AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

PAYING AGENTS

KBL European Private Bankers S.A.

43 Boulevard Royal

L-2955 Luxembourg

BNY Trust Company of Canada

320 Bay Street,
11th

Floor Toronto, ON

Canada M5H 4A6



|   
|---
|108



---

Schedule 3

Provisions for Meetings of Instrumentholders

For the avoidance of doubt,
these provisions do not apply to Australian Domestic Instruments.

Interpretation



|1 | In this Schedule:
|- | -----------------



|1.1 | references to a meeting are to a meeting of Instrumentholders of a single Series of Instruments issued by the relevant Issuer and include,
unless the context otherwise requires, any adjournment;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1.2 | references to Instruments and Instrumentholders are only to the Instruments of the Series in respect of
which a meeting has been, or is to be, called, and to the holders of these Instruments, respectively;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1.3 | agent means a holder of a voting certificate or a proxy for, or representative of, an Instrumentholder;
|--- | ---------------------------------------------------------------------------------------------------------



|1.4 | block voting instruction means an instruction issued in accordance with paragraphs 8 to 14;
|--- | ---------------------------------------------------------------------------------------------



|1.5 | Extraordinary Resolution means a resolution passed at a meeting duly convened and held in accordance with this
Trust Deed by a majority of at least 75 per cent. of the votes cast;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1.6 | voting certificate means a certificate issued in accordance with paragraphs 5, 6, 7 and 14; and
|--- | -------------------------------------------------------------------------------------------------



|1.7 | references to persons re presenting a proportion of the Instruments are to Instrumentholders or agents holding or representing in the
aggregate at least that proportion in nominal amount of the Instruments for the time being outstanding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Powers of meetings



|2 | A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by
Extraordinary Resolution:
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.1 | to sanction any proposal by the relevant Issuer or the Trustee for any modification, abrogation, variation or compromise of, or arrangement
in respect of, the rights of the Instrumentholders and/or the Couponholders against such Issuer whether or not those rights arise under this Trust Deed;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.2 | to sanction the exchange or substitution for the Instruments of, or the conversion of the Instruments into, shares, bonds or other
obligations or securities of the relevant Issuer or any other entity;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.3 | to assent to any modification of this Trust Deed, the Instruments, the Talons or the Coupons proposed by the relevant Issuer or the Trustee;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|2.4 | to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;
|--- | -----------------------------------------------------------------------------------------------------------------------



|2.5 | to give any authority, direction or sanction required to be given by Extraordinary Resolution;
|--- | ----------------------------------------------------------------------------------------------



|   
|---
|109



---

|2.6 | to appoint any persons (whether Instrumentholders or not) as a committee or committees to represent the Instrumentholders. interests and to
confer on them any powers or discretions which the Instrumentholders could themselves exercise by Extraordinary Resolution;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.7 | to approve a proposed new Trustee and to remove a Trustee;
|--- | ----------------------------------------------------------



|2.8 | to approve the substitution of any entity for the relevant Issuer (or any previous substitute) as principal debtor under this Trust Deed; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|2.9 | to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this
Trust Deed, the Instruments, the Talons or the Coupons,
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided thatthe special
quorum provisions in paragraph 19 shall apply to any Extraordinary Resolution (a special quorum resolution for the purpose of sub-paragraph 2.2 or 2.7, any of the proposals listed in Condition 11.1 or any amendment to this
proviso.

Convening a meeting



|3 | The relevant Issuer or the Trustee may at any time convene a meeting. If it receives a written request by Instrumentholders holding at least
10 per cent. in nominal amount of the Instruments of any Series for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Trustee shall convene a meeting of the Instrumentholders of that Series.
Every meeting shall be held at a time and place approved by the Trustee.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 | At least 21 days notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the
Instrumentholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting and, unless the Trustee otherwise agrees, the nature of the resolutions to be
proposed and shall explain how Instrumentholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Arrangements for voting



|5 | If a holder of an Instrument wishes to obtain a voting certificate in respect of it for a meeting, he must deposit it for that purpose at
least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in
respect of it.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6 | A voting certificate shall:
|- | ---------------------------



|6.1 | be a document in the English language;
|--- | --------------------------------------



|6.2 | be dated;
|--- | ---------



|6.3 | specify the meeting concerned and the serial numbers of the Instruments deposited; and
|--- | --------------------------------------------------------------------------------------



|6.4 | entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Instruments.
|--- | -------------------------------------------------------------------------------------------------------------------



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|7 | Once a Paying Agent has issued a voting certificate for a meeting in respect of an Instrument, it shall not release the Instrument until
either:
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



|7.1 | the meeting has been concluded; or
|--- | ----------------------------------



|7.2 | the voting certificate has been surrendered to the Paying Agent.
|--- | ----------------------------------------------------------------



|8 | If a holder of an Instrument wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least
48 hours before the time fixed for the meeting, (i) he must deposit the Instrument for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose and
(ii) he or a duly authorised person on his behalf must direct the Paying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect of the votes attributable to all Instruments so deposited.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9 | A block voting instruction shall:
|- | ---------------------------------



|9.1 | be a document in the English language;
|--- | --------------------------------------



|9.2 | be dated;
|--- | ---------



|9.3 | specify the meeting concerned;
|--- | ------------------------------



|9.4 | list the total number and serial numbers of the Instruments deposited, distinguishing with regard to each resolution between those voting for
and those voting against it;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.5 | certify that such list is in accordance with Instruments deposited and directions received as provided in paragraphs 8,11 and 14; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------



|9.6 | appoint a named person (a proxy to vote at that meeting in respect of those Instruments and in accordance with that list.
|--- | ---------------------------------------------------------------------------------------------------------------------------



|9.7 | A proxy need not be an Instrumentholder.
|--- | ----------------------------------------



|10 | Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes attributable to any Instruments;
|-- | --------------------------------------------------------------------------------------------------------------------------------



|10.1 | it shall not release the Instruments, except as provided in paragraph 11, until the meeting has been concluded; and
|---- | -------------------------------------------------------------------------------------------------------------------



|10.2 | the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting.
|---- | --------------------------------------------------------------------------------------------------------------------------------



|11 | If the receipt for an Instrument deposited with a Paying Agent in accordance with paragraph 8 is surrendered to the Paying Agent at least 48
hours before the time fixed for the meeting, the Paying Agent shall release the Instrument and exclude the votes attributable to it from the block voting instruction.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12 | Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at such place as the Trustee shall
designate or approve, and in default it shall not be valid unless the chairman of the meeting decides otherwise before the meeting proceeds to business. If the Trustee requires, a notarially certified copy of each block voting instruction shall be
produced by the proxy at the meeting but the Trustee need not investigate or be concerned with the validity of the proxys appointment.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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---

|13 | A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Instrumentholders, instructions pursuant to
which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the relevant Paying Agent by the relevant Issuer or the Trustee at its registered office or by the chairman of
the meeting in each case at least 24 hours before the time fixed for the meeting.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14 | No Instrument may be deposited with or to the order of a Paying Agent at the same time for the purposes of both paragraph 5 and paragraph 8
for the same meeting.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Chairman



|15 | The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person
nominated is not present within 15 minutes after the time fixed for the meeting the Instrumentholders or agents present shall choose one of their number to be chairman, failing which the relevant Issuer may appoint a chairman. The chairman need not
be an Instrumentholder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Attendance



|16 | The following may attend and speak at a meeting:
|-- | ------------------------------------------------



|16.1 | Instrumentholders and agents;
|---- | -----------------------------



|16.2 | the chairman;
|---- | -------------



|16.3 | the relevant Issuer and the Trustee (through their respective representatives) and their respective financial and legal advisers; and
|---- | -------------------------------------------------------------------------------------------------------------------------------------



|16.4 | the Dealers and their advisers.
|---- | -------------------------------

No one else may attend or speak.

Quorum and Adjournment



|17 | No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a
quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Instrumentholders or if the relevant Issuer and the Trustee agree, be dissolved, in any other case it shall be
adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|18 | Two or more Instrumentholders or agents present in person shall be a quorum:
|-- | ----------------------------------------------------------------------------



|18.1 | in the cases marked No minimum proportion in the table below, whatever the proportion of the Instruments which they represent;
and
|---- | ------------------------------------------------------------------------------------------------------------------------------------



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---

|18.2 | in any other case, only if they represent the proportion of the Instruments shown by the table below.
|---- | -----------------------------------------------------------------------------------------------------



|                                           |  |                                                |  |                                                      
|------------------------------------------ |  | ---------------------------------------------- |  | -----------------------------------------------------
|Column 1                                   |  | Column 2                                       |  | Column 3                                             
|                                           |  |                                               
|Purpose of meeting                         |  | Any meeting except one referred to in column 3 |  | Meeting previously adjourned through want of a quorum
|                                           |  |                                               
|                                           |  | Required proportion                            |  | Required proportion                                  
|                                           |  |                                               
|To pass a special quorum resolution        |  | Two thirds                                     |  | One third                                            
|                                           |  |                                               
|To pass any other Extraordinary Resolution |  | A clear majority                               |  | No minimum proportion                                
|                                           |  |                                               
|Any other purpose                          |  | 10 per cent.                                   |  | No minimum proportion                                



|19 | The chairman, may with the consent of (and shall if directed by) a meeting, adjourn the meeting from time to time and from place to place.
Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 18.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20 | At least 10 days notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting
and that notice shall state the quorum required at the adjourned meeting. However, no notice need otherwise be given of an adjourned meeting.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Voting



|21 | Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of,
the show of hands) demanded by the chairman, the relevant Issuer, the Trustee or one or more persons holding one or more Instruments or voting certificates or representing 2 per cent. of the Instruments.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|22 | Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact
without proof of the number or proportion of the votes cast in favour of or against it.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|23 | if a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the
chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other
than the question on which it has been demanded.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|24 | A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.
|-- | -----------------------------------------------------------------------------------------------------



|25 | On a show of hands every person who is present in person and who produces an Instrument or a voting certificate or is a proxy or
representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Instruments so produced or represented by the voting certificate so produced or for which he
is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way,
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|26 | In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes
which he may have.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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---

Effect and Publication of an Extraordinary Resolution



|27 | An Extraordinary Resolution shall be binding on all the Instrumentholders, whether or not present at the meeting, and on all the
Couponholders and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The relevant Issuer shall give notice of the passing of an
Extraordinary Resolution to Instrumentholders within 14 days but failure to do so shall not invalidate the resolution.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|28 | A resolution in writing signed by or on behalf of the holders of not less than 95 per cent. in nominal amount of the Instruments who for
the time being are entitled to receive notice of a meeting in accordance with the provisions of this Schedule shall for all purposes be as valid and effectual as an Extraordinary Resolution passed at meeting of such Instrumentholders duly convened
and held in accordance with the provisions of this Schedule. Such resolution in writing may be contained in one document or several documents in similar form each signed by or on behalf of one or more of the Instrumentholders.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Minutes



|29 | Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or
of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions
passed or proceedings transacted at it to have been duly passed and transacted.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Trustees Power to
Prescribe Regulations



|30 | Subject to all other provisions in this Trust Deed the Trustee may without the consent of the Instrumentholders prescribe such further
regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines including (without limitation) such requirements as the Trustee thinks reasonable to satisfy itself that the persons who purport
to make any requisition in accordance with this Trust Deed are entitled to do so and as to the form of voting certificates or block voting instructions so as to satisfy itself that persons who purport to attend or vote at a meeting are entitled to
do so.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31 | The holder of a Global Instrument shall (unless such Global Instrument represents only one Instrument) be treated as two persons for the
purposes of any quorum requirements of a meeting of Instrumentholders.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32 | The above provisions of this Schedule shall have effect subject to the following provisions:
|-- | --------------------------------------------------------------------------------------------



|32.1 | Meetings of Instrumentholders of separate Series will normally be held separately. However, the Trustee may from time to time determine that
meetings of Instrumentholders of separate Series shall be held together.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | A resolution that in the opinion of the Trustee affects one Series alone shall be deemed to have been duly passed if passed at a separate
meeting of the Instrumentholders of the Series concerned.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|   
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|114



---

|32.3 | A resolution that in the opinion of the Trustee affects the Instrumentholders of more than one Series but does not give rise to a conflict of
interest between the Instrumentholders of the different Series concerned shall be deemed to have been duly passed if passed at a single meeting of the Instrumentholders of the relevant Series provided that for the purposes of determining the votes
an Instrumentholder is entitled to cast pursuant to paragraph 26, each Instrumentholder shall have one vote in respect of each whole Euro 1.00 nominal amount of Instruments held, converted, if such Instruments are not denominated in Euro, in
accordance with Clause 8.13 (Currency Conversion).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.4 | A resolution that in the opinion of the Trustee affects the Instrumentholders of more than one Series and gives or may give rise to a
conflict of interest between the Instrumentholders of the different Series concerned shall be deemed to have been duly passed only if it shall be duly passed at separate meetings of the Instrumentholders of the relevant Series.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.5 | To all such meetings as previously set out all the preceding provisions of this Schedule shallmutatis mutandisapply as though
references there in to Instruments and to Instrumentholders were references to the Instruments and Instrumentholders of the Series concerned.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|   
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---

In witness of which this Trust Deed has been executed as a deed on the date stated at
the beginning.



|                                                                                             |  |   |  |                                    
|-------------------------------------------------------------------------------------------- |  | - |  | -----------------------------------
|EXECUTED BY AFFIXING THE
COMMON SEAL of
NATIONAL GRID plc                                    |  | } |  |                                    
|                                                                                             |  |  
|in the presence of:                                                                          |  |   |  | /s/ HARRIET HILL HARRIET HILL      
|EXECUTED BY AFFIXING THE
COMMON SEAL of
NATIONAL GRID ELECTRICITY
TRANSMISSION plc           |  | } |  |                                    
|                                                                                             |  |  
|in the presence of:                                                                          |  |   |  | /s/ HEATHER RAYNER HEATHER RAYNER  
|                                                                                             |  |  
|EXECUTED AS A DEED BY AFFIXING
THE COMMON SEAL of
THE LAW DEBENTURE TRUST
CORPORATION p.l.c. |  | } |  |                                    
|                                                                                             |  |  
|in the presence of:                                                                          |  |   |  | /s/ DENYSE ANDERSON DENYSE ANDERSON
|                                                                                             |  |  
|                                                                                             |  |   |  | /s/ CAROL MORRIS CAROL MORRIS      



|   
|---
|116