Exhibit 4(l)-5

Western Power Distribution LLP



and



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





FOURTH SUPPLEMENTAL INDENTURE



Dated as of January 30, 2003



Debt
  Securities

THIS FOURTH SUPPLEMENTAL INDENTURE is made as of the 30th
  day of January, 2003, by and among Western Power Distribution LLP, a limited
  liability partnership formed under the laws of England and Wales, with registration
  pending ("WPD LLP"), 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 ("ULC"),
  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, SIUK Limited ("SIUK"),
  the Trustee and the Agent have heretofore entered into an Indenture, dated as
  of November 21, 1996 (the "Original Indenture"), to provide
  for the issuance of unsecured securities;

WHEREAS, SIUK, the Trustee and the Agent
  have heretofore entered into a First Supplemental Indenture, dated as of November
  21, 1996 (the "First Supplemental Indenture"), to provide,
  among other things, for the issuance of 6.800% Senior Notes due 2006 (the "Senior
  Notes");

WHEREAS, SIUK, ULC, the Trustee and the
  Agent have heretofore entered into a Second Supplemental Indenture, dated as
  of December 2, 1998 (the "Second Supplemental Indenture"),
  establishing ULC as a co-obligor under the Indenture (as defined below);

WHEREAS, SIUK, ULC, WPD LLP, the Trustee
  and the Agent have heretofore entered into a Third Supplemental Indenture, dated
  as of January 30, 2003 (the "Third Supplemental Indenture"),
  establishing WPD LLP as a co-obligor and releasing SIUK as a co-obligor under
  the Indenture (as defined below);

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

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

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

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

WHEREAS, Section 901(1) of the Indenture
  provides that SIUK or its successor WPD LLP and the Trustee may at any time
  without the consent of the holders of the Senior Notes (the "Holders")
  supplement the Indenture to evidence the assumption by a successor entity of
  the covenants of ULC therein and in the Senior Notes; and

WHEREAS, all conditions necessary to authorize
  the execution and delivery of this Fourth 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 ULC to WPDHL.As of the date hereof, ULC hereby transfers all of ULC's obligations under
  the Indenture, the Senior Notes and all other documents, agreements and instruments
  related thereto to WPDHL.

SECTION 102. Assumption by WPDHL; Release
  of ULC.As of the date hereof, WPDHL hereby expressly assumes all rights
  and obligations of ULC under the Indenture, the Senior 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, ULC under the Indenture, the
  Senior Notes and all other documents, agreements and instruments related thereto
  with the same effect as if WPDHL had been named as ULC therein, and thereafter
  ULC shall be relieved of all rights and obligations under the Indenture and
  the Senior Notes.

ARTICLE TWO

Miscellaneous

SECTION 201. Execution as Supplemental
  Indenture. This Fourth Supplemental Indenture is executed and shall be construed
  as an indenture supplemental to the Original Indenture and First, Second and
  Third Supplemental Indentures, as provided in the Original Indenture, and this
  Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental
  Indenture. Nothing in this Fourth 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 Fourth Supplemental Indenture.

SECTION 207. Execution and Counterparts.
  This Fourth 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
  Fourth 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 Fourth 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.

| | WESTERN POWER DISTRIBUTION LLP
| | ------------------------------
| |                               

| | By: | Name:
        Title:
| | --- | --------------------

| |                
| | ---------------
| | 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:
| | --- | --------------------