Exhibit 4(n)-3









WPD HOLDINGS UK

(formerly known as "SWEB HOLDINGS UK")



and



WESTERN POWER DISTRIBUTION HOLDINGS LIMITED



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,as Trustee, Principal Paying Agent, Security Registrar and Transfer Agent



and



DEUTSCHE BANK LUXEMBOURG S.A.,as Paying and Transfer Agent









SECOND SUPPLEMENTAL INDENTURE



Dated as of January 30, 2003





Debt Securities

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 30th day of
  January, 2003, by and among WPD HOLDINGS UK (formerly known as "SWEB Holdings
  UK"), an unlimited liability company registered under the laws of England
  and Wales, with UK Company Registration Number 3585938 (the "Company"),
  WESTERN POWER DISTRIBUTION HOLDINGS LIMITED, a private company limited by shares
  and registered under the laws of England and Wales, with UK Company Registration
  Number [] ("WPDHL"), DEUTSCHE BANK TRUST
  COMPANY AMERICAS (formerly known as "Bankers Trust Company"), a New
  York banking corporation, as trustee, principal paying agent, security registrar
  and transfer agent (the "Trustee") and DEUTSCHE BANK LUXEMBOURG
  S.A. (formerly known as "Bankers Trust Luxembourg S.A."), as Paying
  and Transfer Agent (the "Agent").

W I T N E S S E T H:

WHEREAS, the Company, the Trustee and the Agent have heretofore entered into
  an Indenture, dated as of March 16, 2001 (the "Original Indenture"),
  to provide for the issuance of unsecured securities;

WHEREAS, the Company, the Trustee and the Agent have heretofore entered into
  a First Supplemental Indenture, dated as of March 16, 2001 (the "First
  Supplemental Indenture"), to provide, among other things, for the issuance
  of 6.75% Notes due 2004, 6.875% Notes due 2007, 6.50% Notes due 2008, 7.25%
  Notes due 2017 and 7.375% Notes due 2028 (collectively, the "Notes");

WHEREAS, the Original Indenture and the First Supplemental Indenture are incorporated
  herein by reference and the Original Indenture and the First Supplemental Indenture,
  as supplemented by this Second Supplemental Indenture, are herein called the
  "Indenture";

WHEREAS, Section 801 of the Indenture permits the conveyance or transfer of
  the Company's properties and assets substantially as an entirety under the Indenture,
  the Notes and all other documents, agreements and instruments related thereto
  to WPDHL, as the successor entity, which hereby expressly assumes by this Second
  Supplemental Indenture the Company's applicable obligations on the Notes;

WHEREAS, upon the assumption of such obligations by WPDHL in accordance with
  Section 802 of the Indenture, the Company shall be released from such obligations;

WHEREAS, this Second Supplemental Indenture is being executed in connection
  with the transfer to and assumption by WPDHL of the assets and liabilities of
  the Company as an entirety or substantially as an entirety (the "Sale");

WHEREAS, Section 901(i) of the Indenture provides that the Company and the
  Trustee may at any time without the consent of the holders of the Notes (the
  "Holders") supplement the Indenture to evidence the assumption
  by a successor entity of the covenants of the Company therein and in the Notes;
  and

WHEREAS, all conditions necessary to authorize the execution and delivery of
  this Second Supplemental Indenture and to make it a valid and binding obligation
  of the parties have been done or performed;

NOW, THEREFORE, in consideration of the agreements and obligations set forth
  herein and for other good and valuable consideration, the sufficiency of which
  is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE ONE
    Transfer, Assumption and Release

SECTION 101.  Transfer by the Company to WPDHL. As of the date hereof,
    in connection with the Sale, the Company hereby transfers all of the Company's
    obligations under the Indenture, the Notes and all other documents, agreements
    and instruments related thereto to WPDHL.

SECTION 102.  Assumption by WPDHL; Release of the Company.As of the date
    hereof, WPDHL hereby expressly assumes all obligations of the Company under
    the Indenture, the Notes and all other documents, agreements and instruments
    related thereto and shall succeed to, and be substituted for, and may exercise
    every right and power of, the Company under the Indenture, the Notes and all
    other documents, agreements and instruments related thereto with the same
    effect as if WPDHL had been named as the Company therein, and thereafter the
    Company shall be relieved of all rights and obligations under the Indenture
    and the Notes.

ARTICLE TWO
      Miscellaneous

SECTION 201.  Execution as Supplemental Indenture.
        This Second Supplemental Indenture is executed and shall be construed
        as an indenture supplemental to the Original Indenture and the First Supplemental
        Indenture, as provided in the Original Indenture, and this Second Supplemental
        Indenture forms a part thereof. Except as expressly amended hereby, the
        Indenture is in all respects ratified and confirmed and all the terms,
        conditions and provisions thereof shall remain in full force and effect.

SECTION 202.  Conflict with Trust Indenture
        Act.If any provision hereof limits, qualifies or conflicts with another
        provision hereof which is required to be included in this Second Supplemental
        Indenture by any of the provisions of the Trust Indenture Act, such required
        provision shall control.

SECTION 203.   Effect of Headings. The Article and Section
  headings herein are for convenience only and shall not affect the construction
  hereof.

SECTION 204.  Successors and Assigns.
        All covenants and agreements in this Second Supplemental Indenture by
        WPDHL shall bind its successors and assigns, whether so expressed or not.

SECTION 205.  Separability Clause. In
        case any provision in this Second Supplemental Indenture shall be invalid,
        illegal or unenforceable, the validity, legality and enforceability of
        the remaining provisions shall not in any way be affected or impaired
        thereby.

SECTION 206.  Benefits of Second Supplemental
        Indenture. Nothing in this Second Supplemental Indenture, express
        or implied, shall give to any person, other than the parties hereto and
        their successors hereunder and the Holders, any benefit or any legal or
        equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 207.  Execution and Counterparts.
        This Second Supplemental Indenture may be executed in any number of counterparts,
        each of which shall be deemed to be an original, but all such counterparts
        shall together constitute but one and the same instrument.

SECTION 208.  Governing Law. This Second
        Supplemental Indenture shall be governed by, and construed and interpreted
        in accordance with, the laws of the State of New York.

[Remainder of page
  intentionally left blank]

IN WITNESS WHEREOF, the parties hereto
  have caused this Second Supplemental Indenture to be duly executed by their
  respective officers or directors duly authorized thereto, all as of the day
  and year first above written.

| | WPD HOLDINGS UK                             
| | --------------------------------------------
| | By:_________________________                
| | Name:                                       
| | Title:                                      
| |                                             
| |                                             
| | WESTERN POWER DISTRIBUTION                  
| | HOLDINGS LIMITED                            
| | By:__________________________               
| | Name:                                       
| | Title:                                      
| |                                             
| |                                             
| | DEUTSCHE BANK TRUST COMPANY                 
| | AMERICAS,                                   
| | as Trustee, Principal Paying Agent, Security
| | Registrar and Transfer Agent                
| | By:__________________________               
| | Name:                                       
| | Title:                                      
| |                                             
| |                                             
| | DEUTSCHE BANK LUXEMBOURG S.A.,              
| | as Paying and Transfer Agent                
| | By:__________________________               
| | Name:                                       
| | Title: