Exhibit 4(l)-4







SIUK LIMITED
  (formerly known as "SIUK plc" and "Southern Investments UK plc")



and



WPD HOLDINGS UK
  (formerly known as "SWEB Holdings UK")



and



Western Power Distribution LLP



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







THIRD SUPPLEMENTAL INDENTURE



Dated as of January 30, 2003





Debt Securities   THIS
  THIRD SUPPLEMENTAL INDENTURE is made as of the 30th day of January,
  2003, by and among SIUK LIMITED (formerly known as "SIUK plc" and
  "Southern Investments UK plc"), a private company limited by shares
  and registered under the laws of England and Wales, with UK Company Registration
  Number 3073865 (the "Company"), 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 LLP, a limited liability
  partnership formed under the laws of England and Wales, with registration pending
  ("WPD LLP"), 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 November 21,
  1996 (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 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, the Company, 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, the Original Indenture and the
  First and Second Supplemental Indentures are incorporated herein by reference
  and the Original Indenture and the First and Second Supplemental Indentures,
  as supplemented by this Third Supplemental Indenture, are herein called the
  "Indenture";

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

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

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

WHEREAS, Section 901(1) of the Indenture
  provides that the Company 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 the Company therein and in the Senior Notes; and

WHEREAS, all conditions necessary to authorize
  the execution and delivery of this Third 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 WPD LLP.As of the date hereof, in connection with the
  Sale, the Company hereby transfers all of the Company's obligations under the
  Indenture, the Senior Notes and all other documents, agreements and instruments
  related thereto to WPD LLP.

SECTION 102.    Assumption
  by WPD LLP; Release of the Company.As of the date hereof, WPD LLP hereby
  expressly assumes all rights and obligations of the Company 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, the Company under the Indenture, the Senior Notes and all
  other documents, agreements and instruments related thereto with the same effect
  as if WPD LLP had been named as the Company therein, and thereafter the Company
  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 Third Supplemental Indenture is executed
  and shall be construed as an indenture supplemental to the Original Indenture
  and First and Second Supplemental Indentures, as provided in the Original Indenture,
  and this Third 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 Third
  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 Third Supplemental Indenture
  by WPD LLP shall bind its successors and assigns, whether so expressed or not.

SECTION 205.    Separability
  Clause. In case any provision in this Third 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 Third Supplemental Indenture. Nothing in this Third 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 Third Supplemental Indenture.

SECTION 207.    Execution
  and Counterparts. This Third 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 Third 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 Third 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.

| | SIUK LIMITED
| | ------------
| |             

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

| |                
| | ---------------
| | WPD Holdings UK
| |                

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

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

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