NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 03 : 3776 Section 03FORM OF THE TRUST CERTIFICATESThe Trust Certificates of each Series will be in registered form. Trust Certificates will be issuedoutside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, asamended.Each Series of Trust Certificates will initially be represented by a global trust certificate inregistered form (a Global Trust Certificate). Global Trust Certificates will be deposited with acommon depositary (the Common Depositary) for Euroclear Bank S.A./N.V. (Euroclear) andClearstream Banking, société anonyme (Clearsteam, Luxembourg) and will be registered in thename of a nominee for the Common Depositary. Persons holding beneficial interests in GlobalTrust Certificates will be entitled or required, as the case may be, under the circumstancesdescribed below, to receive physical delivery of definitive Trust Certificates in fully registered form.Payments of any amount in respect of the Global Trust Certificates will, in the absence of provisionto the contrary, be made to the person shown on the Register (as defined in Condition 2.2) as theregistered holder of the Global Trust Certificates. None of the Issuer, the Trustee, the Delegate, anyPaying Agent or the Registrar will have any responsibility or liability for any aspect of the recordsrelating to or payments or deliveries made on account of beneficial ownership interests in theGlobal Trust Certificates or for maintaining, supervising or reviewing any records relating to suchbeneficial ownership interests.Payment of any amounts in respect of Trust Certificates in definitive form will, in the absence ofprovision to the contrary, be made to the persons shown on the Register on the relevant RecordDate (as defined in Condition 1.1) immediately preceding the due date for payment in the mannerprovided in that Condition.Interests in a Global Trust Certificate will be exchangeable (free of charge), in whole but not in part,for definitive Trust Certificates only upon the occurrence of an Exchange Event. The Issuer willpromptly give notice to Certificateholders in accordance with Condition 17 if an Exchange Eventoccurs. For these purposes, Exchange Event means that (i) a Dissolution Event (as defined inCondition 14) has occurred and is continuing or (ii) the Issuer has been notified that both Euroclearand Clearstream, Luxembourg have been closed for business for a continuous period of 14 days(other than by reason of holiday, statutory or otherwise) or have announced an intentionpermanently to cease business or have in fact done so and, in any such case, no successorclearing system is available. In the event of the occurrence of an Exchange Event, Euroclear and/orClearstream, Luxembourg (acting on the instructions of any holder of an interest in such GlobalTrust Certificate) may give notice to the Registrar requesting exchange and, in the event of theoccurrence of an Exchange Event as described in (ii) above, the Delegate may also give notice tothe Registrar requesting exchange. Any such exchange shall occur not later than 10 days after thedate of receipt of the first relevant notice by the Registrar.For so long as any of the Trust Certificates is represented by a Global Trust Certificate held onbehalf of Euroclear and/or Clearstream, Luxembourg each person (other than Euroclear orClearstream, Luxembourg) who is for the time being shown in the records of Euroclear or ofClearstream, Luxembourg as the holder of a particular face amount of such Trust Certificates (inwhich regard any certificate or other document issued by Euroclear or Clearstream, Luxembourgas to the face amount of such Trust Certificates standing to the account of any person shall beconclusive and binding for all purposes save in the case of manifest error) shall be treated by theIssuer, the Trustee, the Delegate and their respective agents as the holder of such face amount ofsuch Trust Certificates for all purposes other than with respect to any payment on such faceamount of such Trust Certificates, for which purpose the registered holder of the relevant GlobalTrust Certificate shall be treated by the Issuer, the Trustee, the Delegate and their respectiveagents as the holder of such face amount of such Trust Certificates in accordance with and subjectto the terms of the relevant Global Trust Certificate and the expressions Certificateholder andholder of Trust Certificates and related expressions shall be construed accordingly.24