Exhibit 4(l)-1





===============================================================================


                          SOUTHERN INVESTMENTS UK PLC


                                      AND


                      BANKERS TRUST COMPANY, AS TRUSTEE,
             PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT

                                      AND

                        BANKERS TRUST LUXEMBOURG S.A.,
                         AS PAYING AND TRANSFER AGENT



                                   INDENTURE


                          DATED AS OF NOVEMBER 21, 1996



                         ____________________________



                                DEBT SECURITIES


===============================================================================


<page>


        Reconciliation and tie between Trust Indenture Act of 1939 and
                  Indenture, dated as of November 21, 1996



Trust Indenture  Act Section                          Indenture Section
- ----------------------------                          -----------------

(S) 310(a)(1)................................................609
          (a)(2).............................................609
          (a)(3).......................................Not Applicable
          (a)(4).......................................Not Applicable
          (b)................................................608
                                                             610
(S) 311(a)                                                   613(a)
          (b)................................................613(b)
          (b)(2).............................................703(a)(2)
                                                             703(b)
(S) 312(a)...................................................701
                                                             702(a)
          (b)................................................702(b)
          (c)................................................702(c)
(S) 313(a)...................................................703(a)
          (b)(1).......................................Not Applicable
          (b)(2).............................................703(b)
          (c)..........................................703(a), 703(b)
          (d)................................................703(c)
(S) 314(a)...................................................704
          (a)(4).............................................704
          (b)..........................................Not Applicable
          (c)(1).............................................102
          (c)(2).............................................102
          (c)(3).......................................Not Applicable
          (d)..........................................Not Applicable
          (e)................................................102
(S) 315(a)...................................................601(a)
          (b)................................................602
                                                             703(a)(7)
          (c)................................................601(b)
          (d)................................................601(c)
          (d)(1).............................................601(a)(1)
          (d)(2).............................................601(c)(1)
          (d)(3).............................................601(c)(3)
          (e)................................................514
(S) 316(a)(1)(A).............................................502
                                                             512
          (a)................................................513
          (a)(2)...................................Not Applicable
          (b)................................................508
          (c)................................................105
(S) 317(a)(1)................................................503
          (a)(2).............................................504
          (b)................................................100


<page>


(S) 318(a)...................................................107
_______________
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                      ii



                                        TABLE OF CONTENTS*


                                           ____________

                                                                        PAGE


RECITALS OF THE COMPANY...................................................1

ARTICLE ONE...............................................................1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................1
     SECTION 101. Definitions.............................................1
          Act.............................................................2
          Additional Amounts..............................................2
          Affiliate.......................................................2
          Authenticating Agent............................................2
          Bearer Security.................................................2
          Board of Directors..............................................2
          Board Resolution................................................2
          Book-Entry Depositary...........................................2
          Book-Entry Interest.............................................2
          Business Day....................................................2
          Cedel Bank......................................................2
          Commission......................................................2
          Company.........................................................3
          Company Request" or "Company Order..............................3
          Consolidated Net Tangible Assets................................3
          Corporate Trust Office..........................................3
          corporation.....................................................3
          Debt............................................................3
          Default.........................................................3
          Defaulted Interest..............................................3
          Deposit Agreement...............................................3
          Director........................................................3
          Discharged......................................................3
          Dollar" or "$"..................................................3
          DTC.............................................................4
          Euroclear Operator..............................................4
          Event of Default................................................4
          Exchange Act....................................................4

___________________________
     *NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO
BE A PART OF THE INDENTURE.


<page>




          Global Security...................................................4
          Holder............................................................4
          Indenture.........................................................4
          Indirect participant..............................................4
          interest..........................................................4
          Interest Payment Date.............................................4
          Letter of Representations.........................................4
          Lien..............................................................4
          Maturity..........................................................4
          Officers' Certificate.............................................4
          Opinion of Counsel................................................5
          Original Issue Discount Security..................................5
          Outstanding.......................................................5
          Participant.......................................................5
          Paying Agent......................................................5
          Permanent Global Security.........................................6
          Person............................................................6
          Place of Payment..................................................6
          Predecessor Security..............................................6
          Principal Paying Agent............................................6
          Redemption Date...................................................6
          Redemption Price..................................................6
          Registered Security...............................................6
          Regular Record Date...............................................6
          Relevant Date.....................................................6
          Responsible Officer...............................................6
          Securities........................................................6
          Securities Act....................................................7
          Security Register" and "Security Registrar........................7
          Significant Subsidiary............................................7
          Special Record Date...............................................7
          Stated Maturity...................................................7
          Subsidiary........................................................7
          Transfer Agent....................................................7
          Trustee...........................................................7
          Trust Indenture Act...............................................7
          United Kingdom....................................................7
          United Kingdom Taxes..............................................7
          United States.....................................................7
          U.S. Government Obligations.......................................7
          Voting Stock......................................................8
     SECTION 102. Compliance Certificates and Opinions......................8
     SECTION 103. Form of Documents Delivered to Trustee....................8
     SECTION 104. Acts of Holders...........................................9
     SECTION 105. Notices, Etc., to Trustee and Company....................11
     SECTION 106. Notice to Holders; Waiver................................11
     SECTION 107. Conflict with Trust Indenture Act........................12
     SECTION 108. Effect of Headings and Table of Contents.................12
     SECTION 109. Successors and Assigns...................................13
     SECTION 110. Separability Clause......................................13
     SECTION 111. Benefits of Indenture....................................13
     SECTION 112. Governing Law............................................13
     SECTION 113. Legal Holidays...........................................13

                                      ii


<page>



ARTICLE TWO.................................................................13

SECURITY FORMS..............................................................13
     SECTION 201. Forms Generally...........................................12
     SECTION 202. Form of Face of Security..................................14
     SECTION 203. Form of Reverse of Security...............................17
     SECTION 204. Form of Trustee's Certificate of Authentication...........23
     SECTION 205. Form of Trustee's Certificate of Authentication by an
                   Authenticating Agent.....................................23

ARTICLE THREE...............................................................24

THE SECURITIES..............................................................24
     SECTION 301. Amount Unlimited; Issuable in Series......................24
     SECTION 302. Denominations.............................................26
     SECTION 303. Execution, Authentication, Delivery and Dating............26
     SECTION 304. Transfer Agent and Paying Agent...........................27
     SECTION 305. Temporary Securities......................................27
     SECTION 306. Registration, Registration of Transfer and Exchange.......28
     SECTION 307. Mutilated, Destroyed, Lost and Stolen Securities..........30
     SECTION 308. Payment of Interest; Interest Rights Reserved.............30
     SECTION 309. Persons Deemed Owners.....................................32
     SECTION 310. Cancellation..............................................32
     SECTION 311. Computation of Interest...................................33
     SECTION 312. Global Securities.........................................33

ARTICLE FOUR................................................................34

SATISFACTION AND DISCHARGE..................................................34
     SECTION 401. Satisfaction and Discharge of Indenture...................34
     SECTION 402. Application of Trust Money................................35
     SECTION 403. Satisfaction, Discharge and Defiance of Securities of any
                    Series..................................................36

ARTICLE FIVE................................................................37

REMEDIES....................................................................37
     SECTION 501. Events of Default.........................................37
     SECTION 502. Acceleration of Maturity; Rescission and Annulment........38
     SECTION 503. Collection of Indebtedness and Suits for Enforcement by
                    Trustee.................................................39
     SECTION 504. Trustee May File Proofs of Claim..........................39
     SECTION 505. Trustee May Enforce Claims Without Possession of
                    Securities..............................................40
     SECTION 506. Application of Money Collected............................40
     SECTION 507. Limitation on Suits.......................................41
     SECTION 508. Unconditional Right of Holders to Receive Principal,
                    Premium and.............................................42
     SECTION 509. Restoration of Rights and Remedies........................42

                                      iii


<page>



     SECTION 510. Rights and Remedies Cumulative............................42
     SECTION 511. Delay or Omission Not Waiver..............................42
     SECTION 512. Control by Holders........................................42
     SECTION 513. Waiver of Past Defaults...................................43
     SECTION 514. Undertaking for Costs.....................................43

ARTICLE SIX.................................................................44

THE TRUSTEE.................................................................44
     SECTION 601. Certain Duties and Responsibilities.......................44
     SECTION 602. Notice of Defaults........................................45
     SECTION 603. Certain Rights of Trustee.................................45
     SECTION 604. Not Responsible for Recitals or Issuance of Securities....46
     SECTION 605. May Hold Securities.......................................46
     SECTION 606. Money Held in Trust.......................................46
     SECTION 607. Compensation and Reimbursement............................46
     SECTION 608. Disqualification; Conflicting Interests...................47
     SECTION 609. Corporate Trustee Required; Eligibility...................47
     SECTION 610. Resignation and Removal; Appointment of successor Trustee.47
     SECTION 611. Acceptance of Appointment by Successor....................48
     SECTION 612. Merger, Conversion, Consolidation or Succession to
                   Business.................................................49
     SECTION 613. Preferential Collecting of Claims Against Company.........50
     SECTION 614. Authenticating Agents.....................................53

ARTICLE SEVEN...............................................................54

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........................54
     SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.54
     SECTION 702. Preservation of Information; Communications to Holders....55
     SECTION 703. Reports by Trustee........................................56
     SECTION 704. Reports by Company........................................57

ARTICLE EIGHT...............................................................58

CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE............................58
     SECTION 801. Company May Consolidate Etc., Only on Certain Terms.......58
     SECTION 802. Successor Corporation to be Substituted4..................58

ARTICLE NINE................................................................58

SUPPLEMENTAL INDENTURES.....................................................58
     SECTION 901. Supplemental Indentures without Consent of Holders........58
     SECTION 902. Supplemental Indentures with Consent of Holders...........59
     SECTION 903. Execution of Supplemental Indentures......................60
     SECTION 904. Effect of Supplemental Indentures.........................61

                                      iv


<page>



     SECTION 905. Conformity with Trust Indenture Act.......................61
     SECTION 906. Reference in Securities to Supplemental Indentures........61

ARTICLE TEN.................................................................61

COVENANTS...................................................................61
     SECTION 1001. Payment of Principal, Premium, if any, and Interest......61
     SECTION 1002. Maintenance of Office or Agency..........................61
     SECTION 1003. Money for Securities Payments to Be Held in Trust........62
     SECTION 1004. Limitation on Liens......................................63
     SECTION 1005. Limitation on Sale and Lease-Back Transactions...........65
     SECTION 1006. Statement by Officers as to Default......................66
     SECTION 1007. Modification or Waiver of Certain Covenants..............66
     SECTION 1008. Further Assurances.......................................67
     SECTION 1009. Payment of Additional Amounts............................67
     SECTION 1010. Copies Available to Holders..............................68

ARTICLE ELEVEN..............................................................69

REDEMPTION OF SECURITIES....................................................69
     SECTION 1101. Applicability of Article.................................69
     SECTION 1102. Election to Redeem; Notice to Trustee....................69
     SECTION 1103. Selection by Trustee of Securities to Be Redeemed........69
     SECTION 1104. Notice of Redemption.....................................70
     SECTION 1105. Deposit of Redemption Price..............................70
     SECTION 1106. Securities Payable on Redemption Date....................70
     SECTION 1107. Securities Redeemed in Part..............................71
     SECTION 1108. Optional Redemption in the Event of Change in United
                     Kingdom Tax Treatment..................................71

ARTICLE TWELVE..............................................................72

SINKING FUNDS...............................................................72
     SECTION 1201. Applicability of Article.................................72
     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities....72
     SECTION 1203. Redemption of Securities for Sinking Fund................72

ARTICLE THIRTEEN............................................................73

MEETINGS OF HOLDERS OF SECURITIES...........................................73
     SECTION 1301 Purposes of Meetings:.....................................73
     SECTION 1302 Place of Meetings.........................................74
     SECTION 1303 Voting at Meetings........................................74
     SECTION 1304 Voting Rights, Conduct and Adjournment....................74
     SECTION 1305 Revocation of Consent by Holders..........................75

                                       v


<page>



ARTICLE FOURTEEN............................................................75

MISCELLANEOUS...............................................................75
     SECTION  1401. Consent to Jurisdiction; Appointment of Agent to
                      Accept Service of Process.............................75
     SECTION  1402 Counterparts.............................................77

                                      vi


<page>


          INDENTURE, dated as of November 21, 1996, among SOUTHERN INVESTMENTS
UK plc, a company duly organized and existing under the laws of England and
Wales (the "Company"), having its principal office at 800 Park Avenue, Aztec
West, Almondsbury, Bristol B512 4SE, England and BANKERS TRUST COMPANY, a New
York banking corporation , as trustee (the "Trustee") and BANKERS TRUST
LUXEMBOURG S.A., as Paying and Transfer Agent.

                            RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of certain of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as provided in this
Indenture.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.
              -----------

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the respective meanings
     assigned to them in this Article and include the plural as well as the
     singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United Kingdom and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles", with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted in the United Kingdom at
     the date of such computation; and

          (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.


<page>


          Certain terms, used principally in Article Six, are defined in that
Article.

          "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

          "Additional Amounts" has the meaning specified in Section 1009.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control", when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling", and "controlled" have meanings correlative to the
foregoing.

          "Authenticating Agent" means any Person authorized to authenticate and
deliver Securities on behalf of the Trustee pursuant to Section 614.

          "Bearer Security" means any Security that is payable to bearer.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that Board.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

          "Book-Entry Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Book-Entry Depositary by the Company
pursuant to Section 301, and, if so provided pursuant to Section 301 with
respect to the Securities of a series, any successor to such Person.  If at any
time there is more than one such Person, "Book-Entry Depositary" shall mean,
with respect to any series of Securities, the qualifying entity which has been
appointed with respect to the Securities of that series.

          "Book-Entry Interest" means a certificateless depositary interest to
be issued by the Book-Entry Depositary to DTC.

          "Business Day", when used with respect to the Place of Payment of the
Securities of any series, means each day which is not a Saturday, a Sunday or a
day on which banking institutions in any Place of Payment for the Securities of
that series are authorized or obligated by law to remain closed.

          "Cedel Bank" means Cedel Bank, societe anonyme, or its successor.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

                                       2


<page>


          "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any Director of the Company and by any
other Director of the Company or the Treasurer, Secretary, any Assistant
Treasurer or Assistant Secretary or any other officer so authorized and
delivered to the Trustee.

          "Consolidated Net Tangible Assets" shall mean the total of all assets
(including revaluations thereof as a result of commercial appraisals, price
level restatement or otherwise) appearing on a consolidated balance sheet of the
Company, net of applicable reserves and deductions, but excluding goodwill,
trade names, trademarks, patents, unamortized debt discount and all other like
intangible assets (which term shall not be construed to include such
revaluations), less the aggregate of the consolidated current liabilities of the
Company appearing on such balance sheet.

          "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business shall be administered, which at the date hereof is Four Albany Street,
New York, New York, 10006, Attention: Corporate Trust and Agency Group-Public
Utilities Group.

          "corporation" includes corporations, associations, companies and
business trusts.

          "Debt" has the meaning specified in Section 1004.

          "Default" for purposes of Section 601 of this Indenture is defined to
mean an "Event of Default" as specified in Section 501 hereof, and for purposes
of Section 310(b) of the Trust Indenture Act, "default" shall mean an "Event of
Default" as specified in Section 501 hereof but exclusive of any period of grace
or requirement of notice.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Deposit Agreement" means the deposit agreement among the Company, the
Book-Entry Depositary and the holders and beneficial owners from time to time of
interests in the Book-Entry Interest.

          "Director" means any member of the Board of Directors.

          "Discharged" means, with respect to the Securities of any series, the
discharge of the entire indebtedness represented by, and obligations of the
Company under, the Securities of such series and the satisfaction of all the
obligations of the Company under the Indenture relating to the Securities of
such series, except (A) the rights of Holders of the Securities of such series
to receive, from the trust fund described in Section 403 hereof, payment of the
principal of and interest and premium, if any, on the Securities of such series
when such payments are due, (B) the Company's obligations with respect to the
Securities of such series with respect to registration, transfer, exchange and
maintenance of a Place of Payment and (C) the rights, powers, trusts, duties,
protections and immunities of the Trustee under this Indenture.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debt.

                                       3


<page>


          "DTC" means The Depository Trust Company or its successors.

          "Euroclear Operator" means Morgan Guaranty Trust Company of New York,
Brussels office, or its successor as operator of the Euroclear System.

          "Event of Default" has the meaning specified in Section 501.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Global Security" means a Registered or Bearer Security evidencing all
or part of a series of Securities, issued to the Book-Entry Depositary for such
series or its nominee.

          "Holder" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Global  Bearer Security, the Book-Entry Depositary therefor.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

          "Indirect Participant" means a Person that holds interests in the
Book-Entry Interest through a Person that has an account with DTC.

          "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity at the rate prescribed in such Original Issue Discount
Security.

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "Letter of Representations" means, with respect to the capped
Securities of any series, the representation from the Company and the Trustee to
DTC with respect to the Securities of that series.

          "Lien" means any mortgage, lien, pledge, security interest or other
encumbrance; provided however, that the term "Lien" shall not mean any
             -------- -------
easements, rights-of-way, restrictions and other similar encumbrances and
encumbrances consisting of zoning restrictions, leases, subleases, licenses,
sublicenses, restrictions on the use of property or defects in title thereto.

          "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

          "Officers' Certificate" means a certificate signed by any Director of
the Company and by any other Director of the Company or the Treasurer,
Secretary, any Assistant Treasurer or Assistant Secretary or any other officer
so authorized and delivered to the Trustee.

                                       4


<page>


          "Opinion of Counsel" means a written opinion of counsel, who, unless
otherwise required by the Trust Indenture Act, may be an employee of or regular
counsel for the Company, or may be other counsel reasonably acceptable to the
Trustee.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

          (i)    Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii)   Securities, or portions thereof, for whose payment or
     redemption money or U.S. Governmental Obligations in the necessary amount
     has been theretofore deposited with the Trustee or any Paying Agent (other
     than the Company) in trust or set aside and segregated in trust by the
     Company (if the Company shall act as its own Paying Agent) for the Holders
     of such Securities; provided that, if such Securities are to be redeemed,
                         --------
     notice of such redemption has been duly given pursuant to this Indenture or
     provision therefor satisfactory to the Trustee has been made; and

          (iii)  Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
- --------  -------
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, and (b)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned as described in (b) above which have been pledged in good
faith may be regarded as Outstanding if the pledgee certifies to the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

          "Participant" means a Person that has an account with DTC.

          "Paying Agent" means Bankers Trust Luxembourg S.A. and any other
Person authorized by the Company to pay the principal of (and premium, if any)
or interest on any Securities on behalf of the Company hereunder, including,
without limitation, the Principal Paying Agent.

                                       5


<page>


          "Permanent Global Security" means a Global Security that is, at the
time of the initial issuance of the related series of Securities, issued in
permanent form.

          "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable as specified
in or as contemplated by Section 301.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purpose of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen security.

          "Principal Paying Agent" means Bankers Trust Company until a successor
Principal Paying Agent shall have become such pursuant to the applicable
provisions of this Indenture and, thereafter, "Principal Paying Agent" shall
mean such successor Principal Paying Agent.

          "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest.

          "Registered Security" means any Security that is payable to a
registered owner or registered assigns thereof as registered in the Security
Register.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

          "Relevant Date" for any payment made with respect to the Securities of
any series means whichever is the later of (i) the date on which the relevant
payment first becomes due and (ii) if the full amount payable has not been
received in The City of New York by the Book-Entry Depositary or the Trustee on
or prior to such due date, the date on which, the full amount having been so
received, notice to that effect shall have been given to the Holders in
accordance with this Indenture.

          "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust Office including any vice president,
managing director, the secretary, assistant vice president, assistant secretary,
or any other officer of the Trustee, customarily performing functions similar to
those performed by any of the above-designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

                                       6


<page>


          "Securities Act" means the Securities Act of 1933, as amended.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Significant Subsidiary" means, at any particular time, any Subsidiary
whose gross assets or gross revenues (having regard to the Company's direct
and/or indirect beneficial interest in the shares, or the like, of that
Subsidiary) represent at least 25% of the consolidated gross assets or, as the
case may be, consolidated gross revenues of the Company.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

          "Subsidiary" means a corporation more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

          "Transfer Agent" means any Person authorized by the Company to
effectuate the exchange or transfer of any Security on behalf of the Company
hereunder.

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905.

          "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland, its territories, its possessions and other areas subject to
its jurisdiction.

          "United Kingdom Taxes" has the meaning specified in Section 1009.

          "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed by the United States, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of a
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any

                                       7


<page>


deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.

          "Voting Stock" of any corporation means stock of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors of a corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

SECTION 102.  Compliance Certificates and Opinions
              ------------------------------------

          Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee
              --------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer or Director of the Company
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer or Director
knows, or in the exercise of reasonable care should

                                       8


<page>


know, that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers or Director or Directors of the Company stating that the information
with respect to such factual matters is in the possession of the Company, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.  Acts of Holders
              ---------------

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in Person or by agent duly
appointed in writing, and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 103.

          Without limiting the generality of the foregoing, unless otherwise
established in or pursuant to a Board Resolution or set forth or determined in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, pursuant to Section 301, a Holder, including a Book-Entry Depositary
that is a Holder of a Global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a Book-Entry Depositary that is a Holder
of a Global Security may provide its proxy or proxies to the beneficial owners
of interests in any such Global Security through such Book-Entry Depositary's
standing instructions and customary practices.

          (b) The fact and date of the execution by any Person of any such
instrument, writing or proxy may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument, writing or proxy acknowledged to him the execution thereof.

     Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.  The fact and date of the execution of any
such instrument, writing or proxy, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

          (c) The ownership of Registered Securities shall be proved by the
Security Register.

                                       9


<page>


          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) The principal or face amount and serial numbers of Bearer
Securities of any series held by any Person, and the date of holding the same,
may be proved by the production of such Bearer Securities or by a certificate
executed by the Book-Entry Depositary for such Bearer Securities.

          (f) If the Company shall solicit from the Holders of Securities of any
series any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, by Board Resolution, fix in advance a
record date for purposes of determining the identity of Holders of Securities
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Any such record date shall be fixed at the Company's discretion.  If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be sought or given before or after the record
date, but only the Holders of Securities of record at the close of business on
such record date shall be deemed to be Holders of Securities for the purpose of
determining whether Holders of the requisite proportion of Securities of such
series Outstanding have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Securities of such series Outstanding shall be computed as of
such record date.

          With regard to any record date set pursuant to this subsection, the
Holders of Outstanding Securities of the relevant series on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to take
relevant action, whether or not such Holders remain Holders after such record
date.  With regard to any action that may be taken hereunder only by Holders of
a requisite principal amount of Outstanding Securities of any series (or their
duly appointed agents) and for which a record date is set pursuant to this
subsection, the Company may, at its option, set an expiration date after which
no such action purported to be taken by any Holder shall be effective hereunder
unless taken on or prior to such expiration date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents).

     On or prior to any expiration date set pursuant to this subsection, the
Company may, on one or more occasions at its option, extend such expiration date
to any later date.  Nothing in this subsection shall prevent any Holder (or any
duly appointed agent thereof) from taking, at any time, any action contrary to
or different from, any action previously taken, or purported to have been taken,
hereunder by such Holder, in which event the Company may set a record date in
respect thereof pursuant to this subsection.  Notwithstanding the foregoing or
the Trust Indenture Act, the Company shall not set a record date for, and the
provisions of this paragraph shall not apply with respect to, any action to be
taken by Holders pursuant to Section 501, 502 or 512.

          Upon receipt by the Trustee of written notice of any default described
in Section 501, any declaration of acceleration, or any rescission and annulment
of any such declaration, pursuant to Section 502 or of any direction in
accordance with Section 512, a record date shall automatically and without any
other action by any Person be set for the purpose of determining the Holders of
outstanding Securities of the series entitled to join in such notice,
declaration, or

                                       10


<page>


rescission and annulment, or direction, as the case may be, which record date
shall be the close of business on the day the Trustee receives such notice,
declaration, rescission and annulment or direction, as the case may be. The
Holders of Outstanding Securities of such series on such record date (or their
duly appointed agent), and only such Persons, shall be entitled to join in such
notice, declaration, rescission and annulment, or direction, as the case may be,
whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration, rescission and annulment, or
- --------
direction, as the case may be, shall have become effective by virtue of Holders
of the requisite principal amount of outstanding Securities of such series on
such record date (or their duly appointed agents) having joined therein on or
prior to the 90th day after such record date, such notice of default,
declaration, or rescission and annulment or direction given or made by the
Holders, as the case may be, shall automatically and without any action by any
Person be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder (or a duly appointed agent thereof) from giving, before or
after the expiration of such 90-day period, a notice of default, a declaration
of acceleration, a rescission and annulment of a declaration of acceleration or
a direction in accordance with Section 512, contrary to or different from, or,
after the expiration of such period, identical to, a previously given notice,
declaration, rescission and annulment, or direction, as the case may be, that
has been canceled pursuant to the proviso to the preceding sentence, in which
event a new record date in respect thereof shall be set pursuant to this
paragraph.

SECTION 105.  Notices, Etc., to Trustee and Company
              -------------------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company.

SECTION 106.  Notice to Holders; Waiver
              -------------------------

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, (i) in the case of a Holder of Registered Securities, at his
address as it appears in the Security Register, and (ii) in the case of a Holder
of Global Bearer Securities, at the address provided in or pursuant to the
relevant Deposit Agreement of the relevant Book-Entry Depositary or Depositaries
therefor, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

          If, by reason of the suspension of regular mail service or by reason
of any other cause, it shall be impracticable to give such notice by mail, then
such notification as shall be

                                       11


<page>


made at the direction of the Company in a manner reasonably calculated, to the
extent practicable under the circumstances, to provide prompt notice shall
constitute a sufficient notification for every purpose hereunder.

          Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event and the rules
of any securities exchange on which such Bearer Securities are listed so
require, such notice shall be sufficiently given to Holders of such Bearer
Securities if published in such newspaper or newspapers as may be specified in
such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice.  Any such notice by publication shall
be deemed to have been given on the date of the first such publication.  In
addition, notice to the Holder of any Global Bearer Security shall be given by
mail in the manner provided above.

          If by reason of any cause it shall be impracticable to publish any
notice to Holders of Bearer Securities as provided above, then such notification
to Holders of Bearer Securities as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of such notice with respect to other Holders of
Bearer Securities or the sufficiency of any notice to Holders of Registered
Securities given as provided herein.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107.  Conflict with Trust Indenture Act
              ---------------------------------

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, such provision
of the Trust Indenture Act shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 108.  Effect of Headings and Table of Contents
              ----------------------------------------

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

                                       12


<page>


SECTION 109.  Successors and Assigns
              ----------------------

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110.  Separability Clause
              -------------------

          In case any provision in this Indenture or in the Securities 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 111.  Benefits of Indenture
              ---------------------

     Nothing in this Indenture or in the Securities, 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 Indenture.

SECTION 112.  Governing Law
              -------------

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

SECTION 113.  Legal Holidays
              --------------

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest, if any, or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  Forms Generally
              ---------------

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, a Board
Resolution or one or more indentures supplemental hereto, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Director or Directors executing such Securities, as evidenced by the Director's
or Directors' execution of the Securities.  If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified by an authorized
Director or officer of the Company and delivered

                                       13


<page>


to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such securities.

          The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

          The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the Director or Directors executing such Securities, as evidenced
by the Director's or Directors' execution of such Securities.

SECTION 202.  Form of Face of Security
              ------------------------

          [If the Security is to be a Global Security, insert - This Security is
a Global Security within the meaning of the Indenture hereinafter referred to
and is [held by] [registered in the name] of a Book-Entry Depositary or a
nominee of a Book-Entry Depositary.  This Security is exchangeable for
Securities [held by] [registered in the name of] a person other than the Book-
Entry Depositary or its nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Book-Entry Depositary to a nominee of the Book-Entry
Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry
Depositary or another nominee of the Book-Entry Depositary) may be [made]
[registered] except in limited circumstances.

          Unless this Global Security is presented by an authorized
representative of the Book-Entry Depositary to the issuer or its agent for
[registration of transfer], exchange or payment, and any definitive Security is
issued in the name or names as directed in writing by the Book-Entry Depositary,
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL in as much as the [bearer] [registered owner] hereof, the
Book-Entry Depositary, has an interest herein.]

                          SOUTHERN INVESTMENTS UK plc
                            [Title of the Security]

No. ___________________                                          $_____________

          SOUTHERN INVESTMENTS UK plc, a company duly organized and existing
under the laws of England and Wales (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [the bearer upon surrender hereof]
[name of registered owner or its registered assigns], the principal sum of
_____________________________________ Dollars on ________________________, and
to pay interest thereon from ______________________, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on _______________ and ____________________ in each year,
commencing _____________________, at the rate per annum provided in the title
hereof, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to [the bearer on such
Interest Payment Date,] [the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the __________________ or
__________________ (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.]  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to [the
bearer on such Interest Payment Date] [the Person in whose name this Security
(or one or
                                       14


<page>


more Predecessor Securities) is registered on such Regular Record Date] and may
be paid to [the bearer at the time of payment of such Defaulted Interest] [the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date], or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of [yield to maturity] % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for.  Interest on any overdue principal shall be
payable on demand.  Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of [yield to maturity]% per annum
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]

          Payment of the principal of (and premium, if any) and interest, if
any, on this Security will be made at the office or agency of the Company
maintained for that purpose in _______________ in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts; [If this Security is not a Global Security,
insert -- provided, however, that at the option of the Company payment of
          --------  -------
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register]  [If this
Security is a Global Security, insert applicable manner of payment].

          All payments of principal and interest (including payments of discount
and premium, if any) in respect of this Security shall be made free and clear
of, and without withholding or deduction for or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or by or within any political subdivision thereof or any authority therein or
thereof having power to tax ("United Kingdom Taxes"), unless such withholding or
deduction is required by law.  In the event of any such withholding or deduction
the Company shall pay to the Holder such additional amounts ("Additional
Amounts") as will result in the payment to such Holder of the amount that would
otherwise have been receivable by such Holder in the absence of such withholding
or deduction, except that no such Additional Amounts shall be payable:

          (a) to, or to a Person on behalf of, a Holder who is liable for such
     United Kingdom Taxes in respect of this Security, by reason of such Holder
     having some connection with the United Kingdom (including being a citizen
     or resident or national of, or carrying on a business or maintaining a
     permanent establishment in, or being physically present in, the United
     Kingdom) other than the mere holding of this Security or the receipt of
     principal and interest (including payments of discount and premium, if any)
     in respect thereof;

                                       15


<page>


          (b) to, or to a Person on behalf of, a Holder who presents this
     Security (where presentation is required) for payment 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 this Security for
     payment on the last day of such period of 30 days;

          (c) to, or to a Person on behalf of, a Holder who presents this
     Security (where presentation is required) in the United Kingdom;

          (d) to, or to a Person on behalf of, a Holder who would not be liable
     or subject to the withholding or deduction by making a declaration of non-
     residence or similar claim for exemption to the relevant tax authority; or

          (e) to, or to a Person on behalf of, a Holder of a definitive
     Registered Security issued pursuant to the request of owners of interests
     representing a majority in outstanding principal amount in the Book-Entry
     Interest following and during the continuance of an Event of Default if
     such Holder (or any predecessor Holder) was one of such owners requesting
     that definitive Registered Securities be so issued.

          Such Additional Amounts will also not be payable where, had the
beneficial owner of the Security (or any interest therein) been the Holder of
the Security, he would not have been entitled to payment of Additional Amounts
by reason of any one or more of clauses (a) through (e) above.  If the Company
shall determine that Additional Amounts will not be payable because of the
immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s) therefor.

          References to principal, interest, discount or premium in respect of
this Security shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in the Indenture or in this Security.

          The Company shall furnish to the Trustee the official receipts (or a
certified copy of the official receipts) evidencing payment of United Kingdom
Taxes.  Copies of such receipts shall be made available by the Trustee to the
Holder of this Security upon request.

[Insert any special notice provisions required by any stock exchanges upon which
the Securities of a series are to be listed.]

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer or director duly authorized.
Date:

                                       16


<page>


                              SOUTHERN INVESTMENTS UK plc


                              By_____________________________________
                                    [Title]


SECTION 203.  Form of Reverse of Security
              ---------------------------

                          SOUTHERN INVESTMENTS UK plc
                            [Title of the Security]

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ________________ (herein called the
"Indenture"), among the Company and Bankers Trust Company, as trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture) and Bankers Trust Luxembourg S.A., as paying and transfer agent
(herein called the "Paying and Transfer Agent," which term includes any
successor paying and transfer agent under the Indenture), [insert -- particulars
with respect to any indentures supplemental thereto pursuant to which the
Securities of this series are being issued] to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.  Terms
defined in the Indenture which are not defined herein are used with the meanings
assigned to them in the Indenture.  This Security is one of the series
designated on the face hereof limited in aggregate principal amount to
$___________.

          [If applicable, insert -- This Security is not subject to redemption
prior to maturity.]  [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice to the
Holders of such Securities as provided in the Indenture.  [If applicable, insert
- -- (1) on _______________ in any year commencing with the year ____ and ending
with the year ______ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after ____________, 19__], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):

          If redeemed [if applicable, insert - - on or before ________, _____%,
and if redeemed] during the 12-month period beginning ______________, of the
years indicated:

 Year             Redemption Price           Year              Redemption Price
- ------            ----------------           ----              --------------




and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, all as provided in the
Indenture.]

                                       17


<page>


          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 or more than 60 days' notice to the Holders of
such Securities, as provided in the Indenture (1) on _______________ in any year
commencing with the year ______ and ending with the year _______ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after         __________________], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below:

          If redeemed during the 12-month period beginning __________ of the
years indicated:

      Redemption Price                       Redemption Price For
       for Redemption                        Redemption Otherwise
     Through Operation                           Than Through
            of                                    Operation
       Sinking Fund            Year          of the Sinking Fund
       ------------            ----          --------------------





and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, all as provided in the Indenture.]

          [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ____________, redeem any Securities of this series as
contemplated by [Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

          [The sinking fund for this series provides for the redemption on
___________ in each year beginning with the year ______ and ending with the year
_____ of [not less than] ______________ [("mandatory sinking fund") and, at the
option of the Company, not more than _____________] aggregate principal amount
of Securities of this series. [Securities of this series acquired or redeemed by
the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made in the order in which they become due.]]

          [If applicable, insert --

          The Securities of this series will be redeemable in whole or in part,
at the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Securities of this series
being redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Securities of this series being
redeemed discounted to the date of redemption on a semiannual

                                       18


<page>


basis (assuming a 360-day year consisting of twelve 30-day months) at a discount
rate equal to the Treasury Yield plus ___ basis points, plus, for (i) or (ii)
above, whichever is applicable, accrued interest on the Securities of this
series to the date of redemption.

          "Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

          "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities of this series.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day in New York City preceding such redemption date, as set forth
in the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
for US Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such Business Day, the
Reference Treasury Dealer Quotation for such redemption date.

          "Independent Investment Banker" means an independent investment
banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.

          "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such redemption date).

          "Reference Treasury Dealer" means a primary US Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Trustee.

          Notice of redemption shall be given as provided for in the Indenture
not less than 15 days nor more than 30 days prior to the date fixed for
redemption.

          If fewer than all the Securities of this series are to be redeemed,
selection of Securities of this series for redemption will be made by the
Trustee in any manner the Trustee deems fair and appropriate and that complies
with applicable legal and securities exchange requirements.

          Unless the Company defaults in payment of the redemption price, from
and after the redemption date, the Securities of this series or portions thereof
called for redemption will cease to bear interest, and the Holders thereof will
have no right in respect to such Securities of this series except the right to
receive the redemption price thereof.]

                                       19


<page>


          [In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued to the Holder hereof upon the cancellation
hereof.]

          The Indenture contains provisions for defiance of (a) the entire
indebtedness of this security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.  At any time after such declaration of acceleration with respect to
Securities of this series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee as provided in the Indenture,
if all Events of Default with respect to Securities of this series have been
cured or waived (other than the non-payment of principal of the Securities of
this series which has become due solely by reason of such declaration of
acceleration) then such declaration of acceleration and its consequences shall
be automatically annulled and rescinded.

          [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series (the
"Acceleration Amount") may be declared due and payable in the manner and with
the effect provided in the Indenture.  In case of a declaration of acceleration
on or before ________________ in any year, the Acceleration Amount per
____________ principal amount at Stated Maturity of the Securities shall be
equal to the amount set forth in respect of such date below:

                                                          Acceleration
                                                            Amount
                                                           per ______
                                                        principal amount
              Date of declaration                       at Stated Maturity
              ---------------------                     ------------------





and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the immediately preceding
date set forth in the table above, plus accrued original issue discount
(computed in accordance with the method used for calculating the amount of
original issue discount that accrues for Federal income tax purposes) from such
next preceding date to the date of declaration at the yield to maturity.  For
the purpose of this computation the yield to maturity is ____%.  Upon payment
(i) of the Acceleration Amount so declared due and payable and (ii) of interest
on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

          The Securities of this series are subject to redemption in whole but
not in part upon not less than 15 nor more than 30 days' notice given as
provided in the Indenture to the Holders of Securities of this series at a price
equal to the outstanding principal amount thereof

                                       20


<page>


together with Additional Amounts, if any, and accrued interest, to the
Redemption Date if (a) the Company satisfies the Trustee prior to the giving of
such notice that it has or will become obliged to pay Additional Amounts as a
result of either (x) any change in, or amendment to, the laws or regulations of
the United Kingdom or any political subdivision or any authority or agency
thereof or therein having power to tax or levy duties, or any change in the
application or interpretation of such laws or regulations, which change or
amendment becomes effective on or after the [date of the underwriting agreement
with respect to the Securities of this series,] or (y) the issuance of
definitive Registered Securities pursuant to any of clauses (a), (b) or (d) of
the third following paragraph and (b) such obligation cannot be avoided by the
Company taking reasonable measures available to it, subject, as provided in the
Indenture, to the delivery by the Company of an Officers' Certificate stating
that the obligation referred to in (a) above cannot be avoided by the Company
taking reasonable measures available to it.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the Indenture or any supplemental
indenture or the rights and obligations of the Company and rights of the Holders
of the Securities of each series to be affected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as a class).  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.

          [If this Security is a Global Security, insert -- This Security shall
be exchangeable, in whole but not in part, for Securities of this series
registered in the names of Persons other than the Book-Entry Depositary with
respect to such series or its nominee only as provided in this paragraph.  This
Security shall be so exchangeable if (a) DTC notifies the Company and the Book-
Entry Depositary that it is unwilling or unable to continue to hold the Book-
Entry Interest or at any time it ceases to be a "clearing agency" registered
under the Exchange Act, and, in either case, a successor is not appointed by the
Company within 120 days, (b) the Book-Entry Depositary notifies the Company that
it is unwilling or unable to continue as Book-Entry Depositary with respect to
this Security and no successor is appointed within 120 days, (c) the Company
executes and delivers to the Trustee an Officers' Certificate providing that
this Security shall be so exchangeable or (d) there shall have occurred and be
continuing an Event of Default with respect to the Securities of this series and
the Holder, in such circumstance, shall have requested in writing that this
Security be exchanged for one or more definitive Registered Securities.
Securities so issued in exchange for this Security shall be of the same series,
having the same interest rate, if any, and maturity and having the same terms as
this Security, in authorized denominations and in the aggregate having the same
principal amount as this Security and registered in such names as the Book-Entry
Depositary for this Security shall direct.]

                                       21


<page>


          [If this Security is a Registered Security, insert - - As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of [if this Security is a Registered Global Security, insert -- a Security of
the series of which this Security is a part] [If this Security is a Registered
Security but not a Global Security, insert -- this Security] is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest, if any, on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.]

          The Securities of the series of which this Security is a part and
which are not Global Securities are issuable only in registered form without
coupons in denominations of $__________  and any integral multiple thereof.  [If
this Security is a Global Bearer Security, insert -- The bearer of this Security
shall be treated as the owner of it for all purposes, subject to the terms of
the Indenture.]  As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination as requested by the Holder surrendering the
same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          [If this Security is a Registered Security, insert -- Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.]

          When a successor assumes all the obligations of its predecessor under
the Securities of this series and the Indenture in accordance with the terms of
the Indenture, the predecessor will be released from those obligations.

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities of this series and may
otherwise deal with the Company, its Subsidiaries or their respective Affiliates
as if it were not the Trustee.

          No stockholder, director, officer, employee, incorporator or Affiliate
of the Company shall have any liability for any obligation of the Company under
the Securities of this series or the Indenture or for any claim based on, in
respect of or by reason of, such obligations or their creation.  Each Holder of
the Securities of this series by accepting a Security of this series waives and
releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Securities of this series.

          This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.

          [Customary abbreviations may be used in the name of a Holder of a
Registered Security of this series or an assignee, such as:  TEN COM (= tenants
in common), TEN ENT

                                       22


<page>


(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).]

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities of this series as a convenience to the Holders of the
Securities of this series.  No representation is made as to the accuracy of such
numbers as printed on the Securities of this series and reliance may be placed
only on the other identification numbers printed hereon.

          This Security shall be governed by and construed in accordance with
the laws of the State of New York.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.  Form of Trustee's Certificate of Authentication
              -----------------------------------------------

          This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.


                                         BANKERS TRUST COMPANY
                                              as Trustee


                                         By:___________________________
                                              Authorized Signatory

SECTION 205.   Form of Trustee's Certificate of Authentication by an
               -----------------------------------------------------
               Authenticating Agent
               --------------------

          If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication by such Authenticating Agent to be borne by the Securities of
each such series shall be substantially as follows:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                                    BANKERS TRUST COMPANY
                                     as Trustee


                                    By: [NAME OF AUTHENTICATING
                                        ------------------------
                                          AGENT]
                                         ------
                                        Authenticating Agent


                                    By: __________________________________
                                        Authorized Signatory

                                       23


<page>


                                 ARTICLE THREE

                                THE SECURITIES

SECTION  301.  Amount Unlimited; Issuable in Series
               ------------------------------------

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth or determined in the manner provided in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

          (1)  the title of the Securities of the series (which shall
     distinguish the Securities of the series from all other Securities);

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 305, 306, 307 or 906, and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3)  the Person to whom any interest on a Security of the series shall
     be payable, if other than the bearer (in the case of a Global Bearer
     Security) or the Person in whose name the Security (or one or more
     Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest (in the case of a Registered
     Security);

          (4)  the date or dates on which the principal of the Securities of the
     series is payable;

          (5)  the rate or rates at which the Securities of the series shall
     bear interest, if any, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which such interest shall be payable
     and the Regular Record Date for the interest payable on any Interest
     Payment Date;

          (6)  the place or places, if any, in addition to or in the place of
     the Corporate Trust Office, where the principal of (and premium, if any)
     and interest, if any, on Securities of the series shall be payable and (in
     the case of the Registered Securities) where such Securities may be
     registered or transferred;

          (7)  the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

          (8)  the obligation, if any, of the Company to redeem, repay or
     purchase Securities of the series pursuant to any sinking fund or analogous
     provisions or at the

                                       24


<page>


     option of a Holder thereof, and the period or periods within which, the
     price or prices at which and the terms and conditions upon which Securities
     of the series shall be redeemed, repaid or purchased, in whole or in part,
     pursuant to such obligation;

          (9)  if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502;

          (11) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency, including composite currencies such as
     the European Currency Unit, in which payment of the principal of (and
     premium, if any) and interest, if any, on the Securities of the series
     shall be payable;

          (12) if the principal of (and premium, if any) or interest, if any, on
     the Securities of the series are to be payable, at the election of the
     Company or a Holder thereof, in a coin or currency other than that in which
     the Securities are stated to be payable, the period or periods within
     which, and the terms and conditions upon which, such election may be made;

          (13) if the amount of payments of principal of (and premium, if any)
     or interest, if any, on the Securities of the series may be determined with
     reference to an index based on a coin or currency other than that in which
     the Securities are stated to be payable, the manner in which such amounts
     shall be determined;

          (14) any provisions permitted by this Indenture relating to Events of
     Default or covenants of the Company with respect to such series of
     Securities;

          (15) if the Securities of the series shall be issued in whole or in
     part in the form of one or more Global Securities, (i) whether beneficial
     owners of interests in any such Global Security may exchange such interests
     for Securities of such series of like tenor and of authorized form and
     denomination and the circumstances under which any such changes may occur,
     if other than in the manner provided in Section 306 and (ii) the Book-Entry
     Depositary for such Global Security or Securities;

          (16) if the Company ever wishes to issue definitive Bearer Securities
     then all provisions relating to or governing such Bearer Securities will be
     set forth in an indenture supplemental hereto; and

          (17) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and set forth in the Officers'
Certificate referred to above or in any indenture supplemental hereto referred
to above.

          If any of the terms of the Securities of a series, including the form
of Security of such series, are established by action taken pursuant to a Board
Resolution, a copy of an

                                       25


<page>


appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary or other authorized officer or Director of the Company, and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such series
of Securities.

SECTION 302.   Denominations
               -------------

          The Securities of each series shall be issuable in bearer form or in
registered form without coupons, except as otherwise expressly provided in a
supplemental indenture hereto, in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

SECTION 303.   Execution, Authentication, Delivery and Dating
               ----------------------------------------------

          The Securities shall be executed on behalf of the Company by any
Director, the Secretary or any other officer of the Company so authorized and
need not be attested.  Definitive Registered Securities of any series may have
the Company's seal reproduced thereon which need not be attested.  The
Securities of any series shall be executed by such additional Director or
officer, if any, as shall be specified pursuant to Section 301.  The signature
of any of these officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signature of any individual
who was at any time the proper Director or officer of the Company shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold such
office at the date of authentication of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.  If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (a)  if the form of such Securities has been established by or
     pursuant to Board Resolution as permitted by Section 201, that such form
     has been established in conformity with the provisions of this Indenture;

          (b)  if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (c)  that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to bankruptcy,

                                       26


<page>


     insolvency, reorganization and other laws of general applicability relating
     to or affecting the enforcement of creditors' rights and to general
     principles of equity.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310 together
with a written statement (which need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

SECTION 304.   Transfer Agent and Paying Agent
               -------------------------------

          For so long as the Securities are listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, the Company shall maintain a
Paying Agent and Transfer Agent in Luxembourg.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Transfer Agent or Paying Agent not a party to this Indenture, which
shall implement the provisions of this Indenture that relate to such Person.
The Company shall notify the Trustee of the name and address of any such Person.
If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 607.  The Company initially appoints the Trustee as Registrar,
Transfer Agent and Principal Paying Agent in The City of New York and Bankers
Trust Luxembourg S.A. as Paying Agent and Transfer Agent in Luxembourg in
connection with the Securities.

SECTION 305.   Temporary Securities
               --------------------

          Pending the preparation of a permanent Global Security or definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee or the Authenticating Agent shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form or, if authorized, in bearer form, and with such appropriate

                                       27


<page>


insertions, omissions, substitutions and other variations as the [officer or
officers] executing such Securities may determine, as evidenced by their
execution of such Securities.

          If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder except as provided in Section 306 in
connection with a transfer and except that a Person receiving Definitive Bearer
Securities shall bear the cost of insurance, postage, transportation and the
like.  Upon surrender for cancellation of any one or more temporary Securities
of any series the Company shall execute and the Trustee or the Authenticating
Agent shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series and of like tenor of
authorized denominations.

          Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security for the individual Securities represented thereby
pursuant to this Section 305 or Section 306, the temporary Global Security shall
be endorsed by the Trustee to reflect the reduction of the principal amount of
such temporary Global Security, and such principal amount shall be reduced for
all purposes by the amount so exchanged and endorsed.

SECTION 306.   Registration, Registration of Transfer and Exchange
               ---------------------------------------------------

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.  The Company may have one or more coregistrars and the term
"Security Registrar" includes any coregistrar.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee or the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.

          At the option of the Holder, any Registered Security or Registered
Securities of any series, other than a Global Security, may be exchanged for
other Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor, upon surrender of the
Registered Securities to be exchanged at such office or agency.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and upon
receipt of a Company Order the Trustee or the Authenticating Agent shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.  Bearer Securities may not be delivered by the
Trustee, the Authenticating Agent or the Security Registrar in exchange for
Registered Securities.

                                       28


<page>


          All Securities issued upon any registration of transfer or exchange of
Registered Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Registered Securities surrendered upon such registration of transfer or
exchange.

          Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

          Upon the exchange in whole of a Global Security for the definitive
Securities represented thereby, such Global Security shall be canceled by the
Trustee or delivered to the Trustee for cancellation.  Registered Securities
issued in exchange for a Global Security or any portion thereof pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Book-Entry Depositary for such Global Security shall instruct in writing
the Trustee and the Security Registrar.  The Trustee or the Security Registrar
shall deliver such Registered Securities to the Persons in whose names such
Registered Securities are so registered.

          Interests in a Permanent Global Security may be exchanged for
definitive Registered Securities of the same series only under the circumstances
provided in this Indenture or in an indenture supplemental hereto pursuant to
which Securities of that series are issued or in the Securities of that Series.
In such event the Company will execute, and the Trustee or the Authenticating
Agent, upon receipt of a Company Order for the authentication and delivery of
definitive Registered Securities of such series will authenticate and deliver
such definitive Registered Securities.  Any such definitive Registered
Securities so issued shall be registered in the name of such Person or Persons
as the Book-Entry Depositary shall instruct the Trustee and the Security
Registrar in writing.  Upon the exchange in whole of a Permanent Global Security
for definitive Registered Securities in equal aggregate principal amount, such
Permanent Global Security shall be delivered to the Trustee for cancellation.
Interests in a Permanent Global Security may not be exchanged for definitive
Bearer Securities.  Notwithstanding the foregoing, interests in a Global
Security may not be exchanged for definitive Registered Securities during the
sixteen day period immediately prior to and including each Interest Payment
Date.

          No service charge shall be made to the Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Sections 305, 906 or 1107 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption
under Section 1103 and ending at the close of business on the day of such
mailing, (ii) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of the series (but only if and under the circumstances for
which the Securities of such series are issuable as Registered Securities),
PROVIDED that such Registered Security shall be immediately
- --------

                                       29


<page>


surrendered for redemption with written instructions for payment consistent with
the provisions of this Indenture.

          The provisions of this Section 306 are, with respect to any Global
Security, subject to Section 312 hereof.

SECTION 307.   Mutilated, Destroyed, Lost and Stolen Securities
               ------------------------------------------------

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such Security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section 307, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security of any series issued pursuant to this Section 307
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

          The provisions of this Section 307 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 308.   Payment of Interest; Interest Rights Reserved
               ---------------------------------------------

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid (in the case of a
Bearer Security) to the bearer thereof and (in the case of a Registered
Security) to the Person in whose name that Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

                                       30


<page>


          Payment of interest, if any, in respect of any Registered Security
will be made by check mailed to the address of the Person entitled thereto as
such person's address appearing in the Security Register. Payment of interest,
if any, in respect of any Registered Security may also be made, in the case of a
Holder of at least U.S. $1,000,000 aggregate principal amount of Registered
Securities, and payment of interest, if any, in respect of a Permanent Global
Security shall be made, by wire transfer to a U.S. Dollar account maintained by
the Holder with a bank in the United States; provided that such Holder elects
payment by wire transfer by giving written notice to the Trustee or a Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

          Any interest on any Security of any series which is payable but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall, in the case of Registered Securities,
forthwith cease to be payable to the Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause
(1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner.  The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Registered Security of such series and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided.  Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment.  Unless the Trustee is acting as the Security Registrar,
     promptly after such Special Record Date, the Company shall furnish the
     Trustee with a list, or shall make arrangements satisfactory to the Trustee
     with respect thereto, of the names and addresses of, and respective
     principal amounts of such Registered Securities held by, the Holders
     appearing on the Security Register at the close of business on such Special
     Record Date.  The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder of Securities of such series at his address as it appears in the
     Security Register, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest on the
     Registered Securities of any series or any Permanent Global Security in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on

                                       31


<page>


     which such Registered Securities may be listed, and upon such notice as may
     be required by such exchange.

     Defaulted Interest on Global Bearer Securities shall be payable to the
bearer thereof at the time of payment of such Defaulted Interest by the Company.

          Subject to the foregoing provisions of this Section 308, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security, shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 309.   Persons Deemed Owners
               ---------------------

          Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 308) interest, if
any, on such Registered Security and for all other purposes whatsoever, whether
or not such Registered Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.  All such payments so made to any such person, or upon such person's
order, shall be valid, and, to the extent of the sums so paid, effectual to
satisfy and discharge the liability for monies payable upon any such Security.

          The Company, the Trustee and any agent of the Company or the Trustee
may treat the Book-Entry Depositary for a Global Bearer Security as the absolute
owner of such Bearer Security for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Global Bearer Security or coupon be overdue, and neither the Company or the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

          No holder of any beneficial interest in any Global Security held on
its behalf by a Book-Entry Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Book-Entry Depositary may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a Book-
Entry Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Book-Entry
Depositary as holder of any Security.

SECTION 310.   Cancellation
               ------------

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it.  The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as

                                       32


<page>


provided in this Section 310, except as expressly permitted by this Indenture.
All canceled Securities held by the Trustee shall be disposed of as directed by
a Company Order.

SECTION 311.   Computation of Interest
               -----------------------

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 312.   Global Securities
               -----------------

          If the Company shall establish pursuant to Section 301 that the
Securities of a particular series are to be issued in the form of a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 303, authenticate and deliver, a Global Security or Securities
which (i) shall represent, and shall be denominated in an aggregate amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series, (ii) shall be in bearer form or, if in registered form, registered in
the name of the Book-Entry Depositary or its nominee, (iii) shall be delivered
by the Trustee to the Book-Entry Depositary or pursuant to the Book-Entry
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect:

               "This Security is a Global Security within the meaning of the
     Indenture hereinafter referred to and if this Security is in bearer form,
     is held by a Book-Entry Depositary or, if this Security is in registered
     form, is registered in the name of a Book-Entry Depositary or a nominee of
     a Book-Entry Depositary.  This Security is exchangeable for Securities
     registered in the name of a person other than the Book-Entry Depositary or
     its nominee only in the limited circumstances described in the Indenture,
     and no transfer of this Security (other than a transfer of this Security as
     a whole by the Book-Entry Depositary to a nominee of the Book-Entry
     Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry
     Depositary or another nominee of the Book-Entry Depositary) may be made or
     registered, as the case may be, except in limited circumstances.

               Unless this Global Security is presented by an authorized
     representative of the Book-Entry Depositary to the Company or its agent for
     registration of transfer, exchange or payment, and any definitive Security
     is issued in the name or names as directed in writing by the Book-Entry
     Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
     BY OR TO ANY PERSON IS WRONGFUL in as much as the bearer or, if in
     registered form, the registered owner hereof, the Book-Entry Depositary,
     has an interest herein."

          Notwithstanding the provisions of Section 306, the Global Security of
a series may be transferred, in whole but not in part and in the manner provided
in Section 306, only to another nominee of the Book-Entry Depositary for such
series, or to a successor Book-Entry Depositary for such series selected or
approved by the Company or to a nominee of such successor Book-Entry Depositary.

          The circumstances, if any, under which the Global Security of a series
may be exchanged for definitive Registered Securities of such series shall be as
specified in an indenture supplemental hereto pursuant to which the Securities
of such series are issued.  In such event the Company will execute, and, subject
to Section 306, the Trustee, upon receipt of

                                       33


<page>


an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Securities of such series in
exchange for such Global Securities. Upon the exchange of the Global Securities
for such Securities in definitive registered form without coupons, in authorized
denominations, the Global Securities shall be canceled by the Trustee.  Such
Securities in definitive registered form issued in exchange for the Global
Securities pursuant to this Section 312, shall be registered in such names and
in such authorized denominations as the Book-Entry Depositary, pursuant to the
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall deliver Securities to the Book-Entry
Depositary for delivery to the persons in whose names such Securities are so
registered.

          No Security that is not a Global Security may be payable to bearer
(except as otherwise provided in an indenture supplemental hereto pursuant to
Section 301(16).

                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture
               ---------------------------------------

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and rights to receive
payments of any principal, premium or interest in respect thereof and any right
to receive any Additional Amount as provided in Section 1009), and the Trustee
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

          (1)  either (A) all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 307 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     with the trustee or any paying agent or segregated and held in trust by the
     Company and thereafter repaid to the Company or discharged from such trust,
     as provided in Section 1003) have been delivered to the Trustee for
     cancellation; or

          (B)  all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i)    have become due and payable, or

               (ii)   will become due and payable at their Stated Maturity
          within one year, or

               (iii)  are to be called for redemption within one year under
          arrangements for the giving of notice of redemption by the Trustee in
          the name, and at the expense, of the Company, or

               (iv)   are deemed paid and discharged pursuant to Section 403, as
          applicable.

                                       34


<page>


     and the Company, in the case of (i) or (ii) above, has deposited or caused
     to be deposited with the Trustee as trust funds in trust for the purpose an
     amount of (a) money in the currency or units of currency in which such
     Securities are payable, or (b) U.S. Government Obligations (denominated in
     the same currency or units of currency in which such Securities are
     payable) which through the payment of interest and principal in respect
     thereof in accordance with their terms will provide not later than one day
     before the Stated Maturity or Redemption Date, as the case may be, money in
     an amount, or (c) a combination of money or U.S. Government Obligations as
     provided in (d) above, in each case, sufficient to pay and discharge the
     entire indebtedness on such Securities not theretofore delivered to the
     Trustee for cancellation, for principal (and premium, if any) and interest,
     if any, to the date of such deposit (in the case of Securities which have
     become due and payable) or to the Stated Maturity or Redemption Date, as
     the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section 401 or if money or U.S. Government Obligations shall have been
deposited with or received by the Trustee pursuant to Section 403, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402.   Application of Trust Money
               --------------------------

          (a)  Subject to the provisions of the last paragraph of Section 1003,
all money or U.S. Government Obligations deposited with the Trustee pursuant to
Sections 401 or 403 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Sections 401 or
403, shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, to the persons entitled
thereto, of the principal of (and premium, if any) and interest, if any, on the
Securities for whose payment such money has been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous payments as
provided by Sections 401 or 403.

          (b)  The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 401 or 403 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

          (c)  The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 401 or 403 which, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written
certification thereof delivered to the

                                       35


<page>


Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money was deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.

          (d)  Any monies paid by the Company to the Trustee or any Paying
Agent, or held by the Company in trust, for the payment of the principal of or
any interest or Additional Amounts on any Securities and remaining unclaimed at
the end of two years after such principal, interest or Additional Amounts become
due and payable will be repaid to the Company, or released from the trust, upon
its written request, and upon such repayment or release all liability of the
company, the Trustee and such Paying Agent with respect thereto will cease.

SECTION 403.   Satisfaction, Discharge and Defiance of Securities of any Series
               ----------------------------------------------------------------

          The Company, at its option, (a) will be discharged from any and all
obligations in respect of the Securities of a series  (except in each case for
the obligations to register the transfer or exchange of the Securities of that
series, replace stolen, lost or mutilated Securities of that series, maintain
paying agencies and hold moneys for payment in trust); or (b) omit to comply
with any term, provision or condition set forth in Sections 801, 1004 and 1005
with respect to the Securities of any series, provided that the following
conditions shall have been satisfied:

          (1)  The Company has deposited or caused to be irrevocably deposited
     (except as provided in Section [607], [402(c)] and the last paragraph of
     Section [1003]) with the Trustee (specifying that each deposit is pursuant
     to this Section 403) as trust funds in trust, specifically pledged as
     security for, and dedicated solely to, the benefit of the Holders of the
     Securities of such series, (i) money or (ii) U.S. Government Obligations
     which through the payment of interest and principal in respect thereof in
     accordance with their terms will provide money in an amount, or (iii) a
     combination thereof, in each case, sufficient to pay and discharge the
     principal and interest on the outstanding Securities of such series on the
     dates such payments are due in accordance with the terms of the Securities
     of such series, (or if the Company has designated a redemption date
     pursuant to the final sentence of this paragraph, to and including the
     redemption date so designated by the Company), and no Event of Default or
     event which with notice or lapse of time would become an Event of Default
     (including by reason of such deposit) with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit.  To exercise any such option, the Company is required to deliver
     to the Trustee (x) an Opinion of Counsel to the effect that the Holders of
     the Securities of such series will not recognize income, gain or loss for
     federal income tax purposes as a result of such deposit, defeasance and
     discharge of certain obligations, which in the case of (a) must be based on
     a change in law or a ruling by the U.S. Internal Revenue Service and (y) an
     Officers' Certificate as to compliance with all conditions precedent
     provided for in the Indenture relating to the satisfaction and discharge of
     the Securities of such series.  If the Company shall wish to deposit or
     cause to be deposited money or U.S. Government Obligations to pay or
     discharge the principal of (and premium, if any) and interest, if any, on
     the outstanding Securities of such series to and including a Redemption
     Date on which all of the outstanding Securities of such series are to be
     redeemed, such Redemption Date shall be irrevocably designated by a Board
     Resolution delivered to the Trustee on or prior to the date of deposit of
     such money or U.S. Government Obligations, and such Board

                                       36


<page>


     Resolution shall be accompanied by an irrevocable Company Request that the
     Trustee give notice of such redemption in the name and at the expense of
     the Company not less than 15 nor more than 30 days prior to such Redemption
     Date in accordance with this Indenture.

                                 ARTICLE FIVE

                                   REMEDIES

SECTION  501.  Events of Default
               -----------------

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

          (1)  default in the payment of any interest or any Additional Amounts
     upon any Security of that series when it becomes due and payable and
     continuance of such default for a period of 30 days; or

          (2)  default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity; or

          (3)  default in the payment of any sinking fund installment, when and
     as due by the terms of a Security of that series and continuance of such
     default for a period of 15 days; or

          (4)  material default in the performance, or material breach, of any
     covenant or obligation of the Company in this Indenture (other than a
     covenant a default in whose performance or whose breach is elsewhere in
     this Section 501 specifically dealt with or which has expressly been
     included in this Indenture solely for the benefit of a series of Securities
     other than that series) and continuance of such material default or breach
     for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in aggregate principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (5)  if this event shall be made to constitute an Event of Default
     with respect to the Securities of a particular series, a default in the
     payment of the principal of any bond, debenture, note or other evidence of
     indebtedness, in each case for money borrowed by the Company or any
     Significant Subsidiary, or in the payment of principal under any mortgage,
     indenture (including this Indenture) or instrument under which there may be
     issued or by which there may be secured or evidenced any indebtedness for
     money borrowed by the Company or any Significant Subsidiary, which default
     for payment of principal is in an aggregate principal amount exceeding
     $50,000,000 (or its equivalent in any other currency or currencies) when
     such indebtedness becomes due and payable (whether at maturity, upon
     redemption or acceleration or otherwise), if such default shall continue
     unremedied or unwaived for more than 30 Business Days and the time for
     payment of such amount has not been expressly extended; provided, however,
                                                             -----------------
     that, subject to the provisions of Sections 601 and 602, the Trustee shall
     not be deemed to have knowledge of such default unless either (A) a
     Responsible Officer of

                                       37


<page>


     the Trustee shall have actual knowledge of such default or (B) the Trustee
     shall have received written notice thereof from the Company, from any
     Holder, from the holder of any such indebtedness or from the trustee under
     any such mortgage, indenture or other instrument; and provided, further,
                                                           --------  -------
     that if such default under such indenture or instrument shall be remedied
     or cured by the Company or such Significant Subsidiary or waived by the
     holders of such indebtedness, then the Event of Default hereunder by reason
     thereof shall be deemed likewise to have been remedied, cured or waived
     without further action upon the part of the Trustee or any of the Holders;
     or

          (6)  The failure of the Company or a Significant Subsidiary generally
     to pay its debts as they become due, or the admission in writing of its
     inability to pay its debts generally, or the making of a general assignment
     for the benefit of its creditors, or the institution of any proceeding by
     or against the Company or a Significant Subsidiary (other than any such
     proceeding brought against the Company or a Significant Subsidiary that is
     dismissed within 180 days from the commencement thereof) seeking to
     adjudicate it  bankrupt or insolvent, or seeking liquidation (other than a
     solvent liquidation), winding up, reorganization, arrangement, adjustment,
     protection, relief or composition of it or its debts under any law relating
     to bankruptcy, insolvency, reorganization, moratorium or relief of debtors,
     or seeking the entry of an order for relief or appointment of an
     administrator, receiver, trustee, intervenor or other similar official for
     it or for any substantial part of its property, or the taking of any action
     by the Company or a Significant Subsidiary to authorize any of the actions
     set forth in this subparagraph (6); or

          (7)  Any other Event of Default provided in the supplemental indenture
     or provided in or pursuant to the Board Resolution under which such series
     of Securities is issued or in the form of Security for such series.

SECTION 502.   Acceleration of Maturity; Rescission and Annulment
               --------------------------------------------------

          If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

          At any time after such declaration of acceleration with respect to
Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee as hereinafter in this Article
provided, if all Events of Default with respect to Securities of that series
have been cured or waived (other than the non-payment of principal of the
Securities which has become due solely by reason of such declaration of
acceleration) then such declaration of acceleration and its consequences shall
be automatically annulled and rescinded.

          No such rescission shall affect any subsequent default or impair any
right consequent thereon.

                                       38


<page>


          For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee
               ---------------------------------------------------------------

          The Company covenants that if

          (1)  default is made in the payment of any interest on any Security of
     a series when such interest becomes due and payable and such default
     continues for a period of 30 days, or

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security of a series at the Stated Maturity thereof,

the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities of such series, the whole amount then due and
payable on such Securities of such series for principal (and premium, if any)
and interest, if any, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
any overdue interest, at the rate or rates prescribed therefor in such
Securities of such series, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

          If any Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights.

SECTION 504.   Trustee May File Proofs of Claim
               --------------------------------

          In case of the pendency of any receivership, insolvency, liquidation
(other than a solvent liquidation), bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have

                                       39


<page>


made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (i)    to file and prove a claim for the whole amount of principal
     (and premium, if any) and interest owing and unpaid in respect of the
     Securities and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of the Trustee (including any
     claim for the reasonable compensation, expenses, disbursements and advances
     of the Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (ii)   to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505.   Trustee May Enforce Claims Without Possession of Securities
               -----------------------------------------------------------

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.   Application of Money Collected
               ------------------------------

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order with respect to the Securities of any series, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee under Section
     607;

          SECOND:  In case the principal and premium, if any, of the Securities
     of such series in respect of which moneys have been collected shall not
     have become and be then due and payable, to the payment of interest, if
     any, on the Securities of such a series in default in the order of the
     maturity of the installments of such interest, with interest (to the extent
     that such interest has been collected by the Trustee and to the

                                       40


<page>


     extent permitted by law) upon the overdue installments of interest at the
     rate prescribed therefor in such Securities, such payments to be made
     ratably to the Persons entitled thereto, without discrimination or
     preference;

          THIRD:  In case the principal or premium, if any, of the Securities of
     such series in respect of which moneys have been collected shall have
     become and shall be then due and payable, to the payment of the whole
     amount then owing and unpaid upon all the Securities of such series for
     principal and premium, if any, and interest, if any, with interest upon the
     overdue principal and premium, if any, and (to the extent that such
     interest has been collected by the Trustee and to the extent permitted by
     law) upon overdue installments of interest at the rate prescribed therefor
     in the Securities of such series; and in case such moneys shall be
     insufficient to pay in full the whole amount so due and unpaid upon the
     Securities of such series, then to the payment of such principal and any
     premium and interest, without preference or priority of principal over
     interest, or of interest over principal or premium, or of any installment
     of interest over any other installment of interest, or of any Security of
     such series over any other Security of such series, ratably to the
     aggregate of such principal and any premium and accrued and unpaid
     interest; and

          FOURTH:  To the payment of the remainder, if any, to the Company or
     any other Person lawfully entitled thereto.

SECTION 507.   Limitation on Suits
               -------------------

          No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

          (1)  such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2)  the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

          (3)  such Holder or Holders have offered to the Trustee indemnity
     satisfactory to the Trustee against the costs, expenses and liabilities to
     be incurred in compliance with such request;

          (4)  the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this

                                       41


<page>


Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and
               ----------------------------------------------------------------
               Interest
               --------

          Subject to Section 507, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and (subject to Section 307) interest, if any, on such
Security on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509.   Restoration of Rights and Remedies
               ----------------------------------

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Company, the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510.   Rights and Remedies Cumulative
               ------------------------------

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.   Delay or Omission Not Waiver
               ----------------------------

          No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient by the Trustee or by the Holders, as the case
may be.

SECTION 512.   Control by Holders
               ------------------

          The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that
                           --------

                                       42


<page>


          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture,

          (2)  the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction, and

          (3)  the Trustee shall not determine that the action so directed would
     be prejudicial to Holders not taking part in such action.

SECTION 513.   Waiver of Past Defaults
               -----------------------

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to
such series and its consequences, except a default

          (1)  in the payment of the principal of (or premium, if any) or
     interest, if any, on any Security of such series, or

          (2)  in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.   Undertaking for Costs.
               ---------------------

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant in such suit,
but the provisions of this Section 514 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the outstanding Securities
of any series, or to any suit instituted by any Holder for the enforcement of
the payment of the principal of or interest, if any, on any Security on or after
the Stated Maturity or Maturities expressed in such Security.

                                       43


<page>


                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities
               -----------------------------------

          (a)  Except during the continuance of a default with respect to the
     Securities of any series,

               (1)  the Trustee undertakes to perform, such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

               (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     examine the same to determine whether or not they conform to the
     requirements of this Indenture.

          (b)  In case a default has occurred and is continuing, the Trustee
     shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent man would exercise or use under the circumstances in the conduct
     of his own affairs.

          (c)  No provision of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct, except that

               (1)  the Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer, unless the Trustee was
     negligent in ascertaining the pertinent facts; and

               (2)  no provision of this Indenture shall require the Trustee to
     spend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if repayment of such funds or adequate indemnity
     against such risk or liability satisfactory to the Trustee has not been
     assured to it.

               (3)  the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of not less than a majority in principal amount of
     the outstanding Securities of any series, determined as provided in Section
     512, relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture with respect to the
     Securities of such series; and

          (d)  Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section 601.

                                       44


<page>


SECTION 602.   Notice of Defaults
               ------------------

          Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
                                                                     --------
however, that, except in the case of a default in the payment of the principal
- -------
of (or premium, if any) or interest, if any, on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or a Responsible Officer of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
                    --------- -------
character specified in [Section 501(4)] with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.  For the purpose of this Section 602, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

SECTION 603.   Certain Rights of Trustee
               -------------------------

     Subject to the provisions of Section 601:

     (a)  the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

     (c)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

     (d)  the Trustee may consult with counsel, and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

     (e)  the Trustee shall be under no obligation to expend or risk its own
funds or to exercise, at the request or direction of any of the Holders, any of
the rights or powers vested in it by this Indenture pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

     (f)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice,

                                       45


<page>


request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled upon reasonable prior request and during
normal business hours to examine the books, records and premises of the Company,
personally or by agent or attorney; and

     (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and shall not be liable for the actions or omissions of such agents
appointed and supervised by it with due care.

SECTION 604.   Not Responsible for Recitals or Issuance of Securities
               ------------------------------------------------------

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness.  The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.   May Hold Securities
               -------------------

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.   Money Held in Trust
               -------------------

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607.   Compensation and Reimbursement
               ------------------------------

          The Company agrees

          (1)  to pay to the Trustee from time to time such compensation as is
     agreed upon in writing;

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel, which compensation, expenses
     and disbursements shall be set forth in sufficient written detail to the
     satisfaction of the Company), except any such expense, disbursement or
     advance as may be attributable to its or their negligence or bad faith; and

          (3)  to indemnify the Trustee, its officers, directors and employees
     for, and to hold it harmless against, any loss, liability or expense
     incurred without negligence,

                                       46


<page>


     bad faith, or willful misconduct on its part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder. [Obligations under this Section 607(3) will
     survive the satisfaction and discharge of this Indenture pursuant to
     Section 401 hereof.

SECTION 608.   Disqualification; Conflicting Interests
               ---------------------------------------

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.   Corporate Trustee Required; Eligibility
               ---------------------------------------

          There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under the Trust Indenture Act and which shall have a
combined capital and surplus of at least $50,000,000. If the Trustee does not
have an office in The City of New York, the Trustee may appoint an agent in The
City of New York reasonably acceptable to the Company to conduct any activities
which the Trustee may be required under this Indenture to conduct in The City of
New York. If the Trustee does not have an office in The City of New York or has
not appointed an agent in The City of New York, the Trustee shall be a
participant in The Depository Trust Company and FAST distribution systems. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of a United States federal, state, territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section 609, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 609, the Trustee
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 610.   Resignation and Removal; Appointment of Successor Trustee
               ---------------------------------------------------------

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

          (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

          (d)  If at any time:

                                       47


<page>


          (1)  the Trustee shall fail to comply with section 310(b) of the Trust
     Indenture Act pursuant to Section 608 with respect to any series of
     Securities after written request therefor by the Company or by any Holder
     who has been a bona fide Holder of a Security for at least six months, or

          (2)  the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (3)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611.  If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company and
accepted appointment in the manner required by Section 611, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 611.   Acceptance of Appointment by Successor
               --------------------------------------

          (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges,

                                       48


<page>


execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but on request of the company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 611, as the case may be.

          (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

SECTION 612.   Merger, Conversion, Consolidation or Succession to Business
               -----------------------------------------------------------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
                                                                 --------
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so

                                       49


<page>


authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613.   Preferential Collecting of Claims Against Company
               -------------------------------------------------

          (a)  Subject to Subsection (b) of this Section 613, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
Subsection (c) of this Section 613, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually, the
Holders of the Securities and the holders of other indenture securities, as
defined in Subsection (c) of this Section 613:

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest
     effected after the beginning of such three months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of set-
     off which the Trustee could have exercised if a petition in bankruptcy had
     been applied by or against the Company upon the date of such default; and

          (2)  all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three
     months' period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
                  -------  -------
     its other creditors in such property or such proceeds.

          Nothing herein contained, however, shall affect the right of the
     Trustee:

          (A)  to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act or applicable State law;

          (B)  to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such three months' period;

          (C)  to realize, for its own account, but only to extent of the claim
     hereinafter mentioned, upon any property held by it as security for any
     such claim, if such claim was created after the beginning of such three
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default, as defined in
     Subsection (c) of this Section 613, would occur within three months; or

          (D)  to receive payment on any claim referred to in paragraph (B) or
     (C) , against the release of any property held as security for such claim
     as provided in

                                       50


<page>


     paragraph (B) or (C) , as the case may be, to the extent of the fair value
     of such property.

          For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

          If the Trustee shall be required to account for the funds and property
held in such special account, the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law or winding up or administration pursuant
to the insolvency laws of the United Kingdom, as applicable, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law or winding up or administration pursuant to the insolvency
laws of the United Kingdom, as applicable, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account.  As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law or winding up or administration
pursuant to the insolvency laws of the United Kingdom, as applicable, whether
such distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim.

          Any Trustee which has resigned or been removed after the beginning of
such three months' period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

          (i)    the receipt of property or reduction of claim, which would have
     given rise to the obligation to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such three months' period; and

          (ii)   such receipt of property or reduction of claim occurred within
     three months after such resignation or removal.

          (b)    There shall be excluded from the operation of Subsection (a) of
this Section 613 a creditor relationship arising from:

                                       51


<page>


          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depository, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section 613;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25 (a) of the Federal Reserve
     Act, as amended, which is directly or indirectly a creditor of the Company;
     and

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (c) of
     this Section 613.

          (c)  For the purposes of this Section 613 only:

               (1)  the term "default" means any failure to make payment in full
          of the principal of or interest on any of the Securities or upon the
          other indenture securities when and as such principal or interest
          becomes due and payable;

               (2)  the term "other indenture securities" means securities upon
          which the Company is an obligor (as defined in the Trust Indenture
          Act) outstanding under any other indenture (i) under which the Trustee
          is also trustee, (ii) which contains provisions substantially similar
          to the provisions of this Section 613, and (iii) under which a default
          exists at the time of the apportionment of the funds and property held
          in such special account;

               (3)  the term "cash transaction" means any transaction in which
          full payment for goods or securities sold is made within seven days
          after delivery of the goods or securities in currency or in checks or
          other orders drawn upon banks or bankers and payable upon demand;

               (4)  the term "self-liquidating paper" means any draft, bill of
          exchange, acceptance or obligation which is made, drawn, negotiated or
          incurred by the Company for the purpose of financing the purchase,
          processing, manufacturing, shipment, storage or sale of goods, wares
          or merchandise and which is secured by documents evidencing title to,
          possession of, or a lien upon, the goods, wares or merchandise or the
          receivables or proceeds arising from the sale of the goods, wares or
          merchandise previously constituting the

                                       52


<page>


          security, provided the security is received by the Trustee
          simultaneously with the creation of the creditor relationship with the
          Company arising from the making, drawing, negotiating or incurring of
          the draft, bill of exchange, acceptance or obligation;

               (5)  the term "Company" means any obligor upon the Securities;
               and

               (6)  the term "Federal Bankruptcy Act" means the Bankruptcy Code
               or Title 11 of the United States Code.

SECTION 614.   Authenticating Agents
               ---------------------

          From time to time the Trustee, with the prior written approval of the
Company, may appoint one or more Authenticating Agents with respect to one or
more series of Securities with power to act on the Trustee's behalf and subject
to its direction in the authentication and delivery of Securities of such series
or in connection with transfers and exchanges under Sections 304, 305, 306, and
1104 as fully to all intents and purposes as though the Authenticating Agent had
been expressly authorized by those Sections of this Indenture to authenticate
and deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant to
this Section 614 shall be deemed to be authentication and delivery of such
Securities "by the Trustee". Each such Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority.
If such corporation publishes reports of condition at leant annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
614 the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 614, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.

          Any corporation into which any Authenticating Agent may be merged or
with which it may be consolidated, or any corporation resulting from, any merger
or consolidation or to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of the Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 614, without the
execution or filing of any paper or any further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.

          An Authenticating Agent may resign at any time by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 614, the
Trustee may appoint a successor Authenticating Agent with the prior written
approval of the Company and shall mail notice of such appointment to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve, as the names and addresses of such Holders appear on the Security
Register. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with

                                       53


<page>


all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
614.

          The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 614 as may be
agreed in a separate writing among the Company, the Trustee and such
Authenticating Agent, and the Trustee shall be entitled to be reimbursed for
such payments pursuant to Section 607.

          If an appointment with respect to one or more series of Securities is
made pursuant to this Section 614, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

          This is one of the Securities of the series designated herein referred
to in the within mentioned Indenture.

                                        BANKERS TRUST COMPANY
                                                   As Trustee


                                        [NAME OF AUTHENTICATING
                                        AGENT]
                                        -------------------------------------
                                                         Authenticating Agent


                                        By:__________________________________
                                                         Authorized Signatory


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION  701.  Company to Furnish Trustee Names and Addresses of Holders
               ---------------------------------------------------------

          The Company will furnish or cause to be furnished to the Trustee with
respect to the Registered Securities of each series

          (a)  semi-annually, not later than 15 days after each Regular Record
     Date, or, in the case of any series of Registered Securities on which semi-
     annual interest is not payable, not more than 15 days after such semi-
     annual dates as may be specified by the Trustee, a list, in such form as
     the Trustee may reasonably require, of the names and addresses of the
     Holders as of such Regular Record Date or semi-annual date, as the case may
     be, and

          (b)  at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

                                       54


<page>


provided, however, that if and so long as the Trustee is Security Registrar for
- --------  -------
any series of Registered Securities, no such list shall be required to be
furnished with respect to any such series.

SECTION 702.   Preservation of Information; Communications to Holders
               ------------------------------------------------------

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

          (b)  If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

          (i)    afford such applicants access to the information preserved at
     the time by the Trustee in accordance with Section 702(a), or

          (ii)   inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.

          If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the beat interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

          (c)  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of

                                       55


<page>


either of them shall be held accountable, by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).

SECTION 703.   Reports by Trustee
               ------------------

          (a)  Within 60 days after ____ 1 of each year, commencing ____1, 1997,
the Trustee shall transmit by mail to all Holders of Securities a brief report
dated as of such ____ 1, of such year with respect to any of the following
events which may have occurred within the previous 12 months (but if no such
event has occurred within such period no report need be transmitted):

          (1)  any change to its eligibility under Section 609 and its
     qualifications under Section 608;

          (2)  the creation of or any material change to a relationship
     specified in Section 608;

          (3)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee, except that the Trustee shall not be required (but may
     elect) to report such advances if such advances so remaining unpaid
     aggregate not more than one-half of one percentum of the principal amount
     of the Securities outstanding on the date of such report;

          (4)  any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company (or by any other obligor on the
     Securities) to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Sections 613(b)(2), (3),
     (4) or (6);

          (5)  any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;

          (6)  any additional issue of Securities which the Trustee has not
     previously reported; and

          (7)  any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 602.

          (b)  The Trustee shall transmit by mail to all Holders of Securities a
brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to Subsection (a) of this Section 703 (or if no

                                       56


<page>


such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the securities outstanding at such time, such
report to be transmitted within 90 days after such time.

          (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each U.S. stock exchange
upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are listed on any U.S.
stock exchange.

SECTION 704.   Reports by Company
               ------------------

          The Company shall:

          (1)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports pursuant to either of said Sections and
     one or more series of the Securities is listed on a U.S. national
     securities exchange, then it shall file with the Trustee and the
     Commission, in accordance with rules and regulations prescribed from time
     to time by the Commission, such of the supplementary and periodic
     information, documents and reports which may be required pursuant to
     Section 13 of the Securities Exchange Act of 1934 in respect of a security
     listed and registered on a U.S. national securities exchange as may be
     prescribed from time to time in such rules and regulations;

          (2)  file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as way be
     required from time to time by such rules and regulations; and

          (3)  transmit by mail to all Holders of Securities within 30 days
     after the filing thereof with the Trustee, such summaries of any
     information, documents and reports required to be filed by the Company
     pursuant to paragraphs (1) and (2) of this Section 704 as may be required
     by rules and regulations prescribed from time to time by the Commission.

                                       57


<page>


                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION  801.  Company May Consolidate Etc., Only on Certain Terms
               ---------------------------------------------------

          Nothing contained in this Indenture shall prevent the Company from
consolidating with or merging into another corporation or conveying,
transferring or leasing its properties and assets substantially as an entirety
to any person, provided that (a) the successor entity assumes the Company's
applicable obligations on the Securities and (b) immediately after giving effect
to such transaction no Event of Default and; no event which, after notice or
lapse of time or both, would become an Event of Default, shall have happened and
be continuing. In addition, the Company may assign and delegate all of its
rights and obligations under this Indenture, the Securities, any supplemental
indenture relating to the Securities, the Deposit Agreement and all other
documents, agreements and instruments related thereto to any Person that owns
all of the ordinary shares of the Company or to any Person that owns all of the
ordinary shares of a Person that owns all of the ordinary shares of the Company,
and upon any such Person assuming such rights and obligations the Company shall
be automatically released from such obligations, provided that immediately after
giving effect to such transaction no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default shall have
happened and be continuing.

          In the event that any such successor entity is organized under the
laws of a country located outside of the United Kingdom and withholding or
deduction is required by law for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within such country in which the successor
entity is organized or by or within any political subdivision thereof or any
authority therein or thereof having power to tax, the successor entity shall pay
to the relevant Holder of the Global Securities or to the relevant Holders of
the Definitive Registered Securities, as the case may be, such additional
amounts, under the same circumstances and subject to the same limitations as are
specified for "United Kingdom Taxes," as is set forth under Section 1009 herein,
but substituting for the United Kingdom in each place the name of the country
under the laws of which such successor entity is organized. In addition, such
successor entity shall be entitled to effect optional tax redemptions under the
same circumstances and subject to the same limitations as are set forth under
Section 1108 herein, but substituting for the United Kingdom in each place the
name of the country under the laws of which such successor entity is organized.

SECTION 802.   Successor Corporation to be Substituted
               ---------------------------------------

          Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities.


                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures without Consent of Holders
               --------------------------------------------------

          Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

          (1)  to evidence the succession of another corporation to the Company
     and the assumption by any such successor of the covenants of the Company
     herein and in the Securities;

          (2)  to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company;

          (3)  to add any additional Events of Default (and if such Events of
     Default are to be for the benefit of less than all series of Securities,
     stating that such Events of Default are expressly being included solely for
     the benefit of such series);

                                       58


<page>


          (4)  to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to facilitate the issuance of
     Securities in uncertificated form, or to permit or facilitate the issuance
     of extendible Securities;

          (5)  to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only as
     --------
     to the Securities of any series created by such supplemental indenture and
     Securities of any series subsequently created to which such change or
     elimination is made applicable by the subsequent supplemental indenture
     creating such series;

          (6)  to secure the Securities;

          (7)  to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301;

          (8)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b);

          (9)  to provide for any rights of the Holders of Securities of any
     series to require the repurchase of Securities of such series by the
     Company;

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein to
     evidence the merger of the Company or the replacement of the Trustee, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided such action shall not materially and
                           --------
     adversely affect the interests of the Holders of Securities of any series;
     or

          (11) to modify, alter, amend or supplement this Indenture in any other
     respect which is not materially adverse to Holders, which does not involve
     a change described in clauses (1), (2) or (3) of Section 902 hereof and
     which, in the judgment of the Trustee, is not to the prejudice of the
     Trustee, or in order to provide for the duties, responsibilities and
     compensation of the Trustee as a transfer agent in the event one registered
     Security of any series is issued in the aggregate principal amount of all
     outstanding Securities of such series in which Holders will hold an
     interest.

SECTION 902.   Supplemental Indentures with Consent of Holders
               -----------------------------------------------

          With the consent of the Holders of a majority in aggregate principal
amount of the outstanding Securities of all series affected by such supplemental
indenture (voting as one class), by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided,
                      --------

                                       59


<page>


however, that no such supplemental indenture shall, without the consent of the
- -------
Holder of each Outstanding Security affected thereby,

          (1)  change the Stated Maturity of the principal of, or any
     installment of principal of or interest, if any, on, any Security, or
     reduce the principal amount thereof or the rate of interest thereon
     (including Additional Amounts) or any premium payable upon the redemption
     thereof, or reduce the amount of the principal of an original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the maturity thereof pursuant to Section 502, or change any
     Place of Payment where, or the coin or currency in which, any Security or
     any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or

          (2)  reduce the percentage in principal amount of the outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences provided for in this
     Indenture, or

          (3)  modify any of the provisions of this Section 902 or Section 513,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby,

     provided, however, that this clause shall not be deemed to require the
     --------  -------
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section 902, or the deletion of
     this proviso, in accordance with the requirements of Sections 611(b) and
     901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

          It shall not be necessary for any Act of Holders under this Section
902 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.   Execution of Supplemental Indentures
               ------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                                       60


<page>


SECTION 904.   Effect of Supplemental Indentures
               ---------------------------------

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905.   Conformity with Trust Indenture Act
               -----------------------------------

          Every supplemental indenture executed pursuant to this Article shall,
if so required by the Trust Indenture Act, conform to the requirements of the
Trust Indenture Act as then in effect.

SECTION 906.   Reference in Securities to Supplemental Indentures
               --------------------------------------------------

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture.  If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest
              ---------------------------------------------------

          The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest and Additional Amounts, if any, on the Securities of that
series in accordance with the terms of the Securities and this Indenture.  An
installment of principal of or interest on the Securities of a series shall be
considered paid on the date it is due if the Trustee or Paying Agent holds at
11:00 a.m. New York City time on that date money deposited by the Company in
immediately available funds and designated for, and sufficient to pay, the
installment in full.

          Neither the Company nor any agent of the Company will have any
responsibility or liability for any aspect relating to payments made or to be
made by the Book-Entry Depositary to DTC in respect of the Securities of a
series or the Book-Entry Interests.  None of the Company, the Trustee, the Book-
entry Depositary or any agent of any of the foregoing will have any
responsibility or liability for any aspect relating to payments made or to be
made by DTC on account of a Participant's or Indirect Participant's ownership of
an interest in the Book-Entry Interest or for maintaining, supervising or
reviewing any records relating to a Participant's interests in the Book-Entry
Interest.

SECTION 1002.  Maintenance of Office or Agency
               -------------------------------

          The Company will maintain (i) in the Borough of Manhattan, The City of
New York, an office or agency where Securities of any series may be presented or
surrendered for

                                       61


<page>


payment, and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served and if definitive
Registered Securities have been issued, an office or agency of a Transfer Agent
where Securities may be surrendered for registration of transfer or exchange,
and (ii) an office or agency of a Paying Agent where the Securities may be paid
in Luxembourg so long as the Securities are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency.  If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series pursuant to Section 1001 may be
presented at the place specified for the purpose pursuant to Section 301, and
the Company hereby appoints the Paying Agent as its agent to receive all such
presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside of such Place of Payment) where the
Securities of one or more series and any appurtenant coupons (subject to Section
1001) may be presented or surrendered for any or all of such purposes, and may
from time to time rescind such designations; provided, however, that no such
                                             --------  -------
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for any
series of Securities for such purposes.  The Company will give prompt written
notice to the Trustee of any such designation and any change in the location of
any such other office or agency.  The Company will at all time maintain at least
one Paying Agent which is located outside the United Kingdom for each series of
Securities.

SECTION 1003.  Money for Securities Payments to Be Held in Trust
               -------------------------------------------------

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest, if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, no later than 10:00 a.m., New York Time, on or
prior to each due date of the principal of (and premium, if any) or interest, if
any, on any Securities of that series, deposit with a Paying Agent a sum in
immediately available funds sufficient to pay the principal and premium, if any)
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest.

          The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1003, that such Paying Agent will:

          (1)  hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest, if any, on Securities of that series in trust
     for the benefit

                                       62


<page>


     of the Persons entitled thereto until such sums shall be paid to such
     Persons or otherwise disposed of as herein provided;

          (2)  give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal (and premium, if any) or interest, if any, on the
     Securities of that series; and

          (3)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company or by any Paying Agent
to the Trustee, the Company or such Paying Agent, as the case may be, shall be
released from all further liability with respect to such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest, if any, on any Security of any series and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

SECTION 1004.  Limitation on Liens
               -------------------

     If this covenant shall be made applicable to the Securities of a particular
series, neither the Company nor any Significant Subsidiary shall issue, assume
or guarantee any notes, bonds, debentures or other similar evidences of
indebtedness, in each case for money borrowed ("Debt"), secured by a Lien upon
any property or assets (other than cash) without effectively providing that the
outstanding Securities (together with, if the Company so determines, any other
indebtedness or obligation then existing or thereafter created ranking equally
with such Securities) shall be secured equally and ratably with (or prior to)
such Debt so long as such Debt shall be so secured.  The foregoing restriction
on Liens will not, however, apply to:

          (a)  Liens in existence on the date of original issue of such
     Securities;

          (b)  (i) any Lien created or arising over any property which is
     acquired, constructed or created by the Company or any of its Significant
     Subsidiaries, but only if (A) such Lien secures only principal amounts (not
     exceeding the cost of such acquisition, construction or creation) raised
     for the purposes of such acquisition, construction or creation, together
     with any costs, expenses, interest and fees incurred in relation thereto or
     a guarantee given in respect thereof, (B) such Lien is created or arises on
     or before 90 days after the completion of such acquisition, construction or
     creation and (C) such Lien is confined solely to the property so acquired,
     constructed or created; or (ii) any Lien to secure indebtedness for
     borrowed money incurred in

                                       63


<page>


     connection with a specifically identifiable project where the Lien relates
     to a property (including, without limitation, shares or other rights of
     ownership in the entity(ies) which own such property or project) involved
     in such project and acquired by the Company or a Significant Subsidiary
     after the date of original issue of the Securities and the recourse of the
     creditors in respect of such indebtedness is limited to any or all of such
     project and property (including as aforesaid);

          (c)  any Lien securing amounts not more than 90 days overdue or
     otherwise being contested in good faith;

          (d)  (i) rights of financial institutions to offset credit balances in
     connection with the operation of cash management programs established for
     the benefit of the Company and/or a Significant Subsidiary or in connection
     with the issuance of letters of credit for the benefit of the Company
     and/or a Significant Subsidiary; (ii) any Lien securing indebtedness of the
     Company and/or a Significant Subsidiary for borrowed money incurred in
     connection with the financing of accounts receivable; (iii) any Lien
     incurred or deposits made in the ordinary course of business, including,
     but not limited to, (A) any mechanics', materialmens', carriers',
     workmens', vendors' or other like Liens and (B) any Liens securing amounts
     in connection with workers' compensation, unemployment insurance and other
     types of social security; (iv) any Lien upon specific items of inventory or
     other goods and proceeds of the Company and/or a Significant Subsidiary
     securing obligations of the Company and/or a Significant Subsidiary in
     respect of bankers' acceptances issued or created for the account of such
     person to facilitate the purchase, shipment or storage of such inventory or
     other goods; (v) any Lien incurred or deposits made securing the
     performance of tenders, bids, leases, trade contracts (other than for
     borrowed money), statutory obligations, surety bonds, appeal bonds,
     government contracts, performance bonds, return-of-money bonds and other
     obligations of like nature incurred in the ordinary course of business;
     (vi) any Lien created by the Company or a Significant Subsidiary under or
     in connection with or arising out of any pooling and settlement agreements
     or pooling and settlement arrangements of the electricity industry or any
     transactions or arrangements entered into in connection with hedging or
     management of risks relating to the electricity industry; (vii) any Lien
     constituted by a right of set off or right over a margin call account or
     any form of cash or cash collateral or any similar arrangement for
     obligations incurred in respect of the hedging or management of risks under
     transactions involving any currency or interest rate swap, cap or collar
     arrangements, forward exchange transaction, option, warrant, forward rate
     agreement, futures contract or other derivative instrument of any kind;
     (viii) any Lien arising out of title retention or like provisions in
     connection with the purchase of goods and equipment in the ordinary course
     of business; and (ix) any Lien securing reimbursement obligations under
     letters of credit, guaranties and other forms of credit enhancement given
     in connection with the purchase of goods and equipment in the ordinary
     course of business;

          (e)  Liens in favor of the Company or a Significant Subsidiary;

          (f)  (i) Liens on any property or assets acquired from a corporation
     which is merged with or into the Company or a Significant Subsidiary, or
     any Liens on the property or assets of any corporation or other entity
     existing at the time such corporation or other entity becomes a Subsidiary
     of the Company and, in either such case, is not created in anticipation of
     any such transaction (unless such Lien is created to secure or provide for
     the payment of any part of the purchase price of such

                                       64


<page>


     corporation); (ii) any Lien on any property or assets existing at the time
     of acquisition thereof and which is not created in anticipation of such
     acquisition (unless such Lien was created to secure or provide for the
     payment of any part of the purchase price of such property or assets); and
     (iii) any Lien created or outstanding on or over any asset of any company
     which becomes a Significant Subsidiary on or after the date of the issuance
     of such Securities where such Lien is created prior to the date on which
     such company becomes a Significant Subsidiary;

          (g)  Liens required by any contract or statute in order to permit the
     Company or a Significant Subsidiary to perform any contract or subcontract
     made by it with or at the request of a governmental entity or any
     department, agency or instrumentality thereof, or to secure partial,
     progress, advance or any other payments by the Company or a Significant
     Subsidiary to such governmental unit pursuant to the provisions of any
     contract or statute; (ii) any Lien securing industrial revenue, development
     or similar bonds issued by or for the benefit of the Company or a
     Significant Subsidiary, provided that such industrial revenue, development
     or similar bonds are nonrecourse to the Company and/or such Significant
     Subsidiary; and (iii) any Lien securing taxes or assessments or other
     applicable governmental charges or levies;

          (h)  (i) any Lien which arises pursuant to any order of attachment,
     distraint or similar legal process arising in connection with court
     proceedings and any Lien which secures the reimbursement obligation for any
     bond obtained in connection with an appeal taken in any court proceeding,
     so long as the execution or other enforcement of such Lien arising pursuant
     to such legal process is effectively stayed and the claims secured thereby
     are being contested in good faith and, if appropriate, by appropriate legal
     proceedings, or any Lien in favor of a plaintiff or defendant in any action
     before a court or tribunal as security for costs and/or other expenses; or
     (ii) any Lien arising by operation of law or by order of a court or
     tribunal or any Lien arising by an agreement of similar effect, including,
     without limitation, judgment liens; or

          (i)  any extension, renewal or replacement (or successive extensions,
     renewals or replacements), as a whole or in part, of any Liens referred to
     in the foregoing clauses, for amounts not exceeding the principal amount of
     the Debt secured by the Lien so extended, renewed or replaced, provided
     that such extension, renewal or replacement Lien is limited to all or a
     part of the same property or assets that were covered by the Lien extended,
     renewed or replaced (plus improvements on such property or assets).

     Notwithstanding the foregoing, the Company and/or a Significant Subsidiary
may create or permit to subsist Liens over any property or assets , so long as
the aggregate amount of Debt secured by all such Liens (excluding therefrom the
amount of Debt secured by Liens set forth in clauses (a) through (i), inclusive,
above) does not exceed 10% of the Consolidated Net Tangible Assets.

     Nothing contained in this Indenture in any way restricts or prevents the
Company or any Subsidiary from incurring any indebtedness.

SECTION 1005.  Limitation on Sale and Lease-Back Transactions
               ----------------------------------------------

          If this covenant shall be made applicable to the Securities of a
particular series, the Company covenants and agrees that so long as any
Securities of such series remains

                                       65


<page>


outstanding neither it nor any Significant Subsidiary will enter into any
arrangement with any person (other than the Company or a Significant
Subsidiary), providing for the leasing to the Company or a Significant
Subsidiary of any assets which have been or are to be sold or transferred by the
Company or such Significant Subsidiary to such person (a "Sale and Lease-Back
Transaction") unless; (i) such transaction involves a lease for a temporary
period not to exceed three years; (ii) such transaction is between the Company
or a Significant Subsidiary and an affiliate of the Company; (iii) the Company
would be entitled to incur indebtedness secured by a Lien on the assets or
property involved in such transaction at least equal in amount to the
attributable debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Securities, pursuant to the limitation on Liens
described above other than pursuant to the penultimate paragraph thereof; (iv)
such transaction is entered into within 60 days after the initial acquisition by
the Company of the assets or property subject to such transaction; (v) after
giving effect thereto, the aggregate amount of all attributable debt with
respect to all such Sale and Lease-Back Transactions does not exceed 10% of
Consolidated Net Tangible Assets; or (vi) the Company or a Significant
Subsidiary within the twelve months preceding the sale or transfer or the twelve
months following the sale or transfer, regardless of whether such sale or
transfer may have been made by the Company or such Significant Subsidiary,
applies in the case of a sale or transfer for cash, an amount equal to the net
proceeds thereof and, in the case of a sale or transfer otherwise than for cash,
an amount equal to the fair value of the assets so leased at the time of
entering into such arrangement (as determined by the Board of Directors of the
Company or such Significant Subsidiary), (a) to the retirement of indebtedness
for money borrowed, incurred or assumed by the Company or a Significant
Subsidiary, which by its terms matures at, or is extendible or renewable at the
option of the obligor to, a date more than twelve months after the date of
incurring, assuming or guaranteeing such debt or (b) to investment in any assets
of the Company or any Significant Subsidiary.

SECTION 1006.  Statement by Officers as to Default
               -----------------------------------

          The Company will deliver to the Trustee within 120 days after the end
of each fiscal year of the Company a certificate from the principal executive,
financial or accounting officer of the Company, stating that in the course of
the performance by such signer of his duties as an officer of the Company he
would normally have knowledge of any default by the Company in the performance
and observance of any of the covenants contained in Sections 1001 to 1008,
stating whether or not he has knowledge of any such default without regard to
any period of grace or requirement of notice and, if so, specifying each such
default of which such signer has knowledge and the nature thereof.

SECTION 1007.  Modification or Waiver of Certain Covenants
               -------------------------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in this Indenture with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either modify the covenant or
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, provided that no such modification shall without
the consent of each Holder (a) change the stated maturity upon which the
principal of or the interest on the Securities is due and payable, (b) reduce
the principal amount thereof or the rate of interest thereon, (c) change any
obligation of the Company to pay Additional Amounts, (d) change any place of
payment or the currency in which, the Securities or any premium or the interest
thereon is payable, (e) impair the right to institute suit for the enforcement
of any

                                       66


<page>


such payment on or after the stated maturity thereof  (or, in the case of
redemption, on or after redemption date) or (f) reduce the percentage in
principal amount of the outstanding Securities, the consent of whose Holders is
required for any waiver of compliance with certain provisions of the Indenture
or certain defaults hereunder and their consequences provided for in the
Indenture.  The Securities owned by the Company or any of its Affiliates shall
be deemed not to be outstanding for, among other purposes, consenting to any
such modification.

SECTION 1008.  Further Assurances.
               ------------------

          The Company and the Trustee shall execute and deliver all such other
documents, instruments and agreements and do all such other acts and things as
may be reasonably required to enable the Trustee to exercise and enforce its
rights under this Indenture and under the documents, instruments and agreements
required under this Indenture and to carry out the intent of this Indenture.

SECTION 1009.  Payment of Additional Amounts
               -----------------------------

          If the Securities of a particular series provide for payment of
Additional Amounts, all payments of principal and interest (including payments
of discount and premium, if any) in respect of the Securities of such series
shall be made free and clear of, and without withholding or deduction for or on
account, of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected, withheld or assessed by
or within the United Kingdom or by or within any political subdivision thereof
or any authority therein or thereof having power to tax ("United Kingdom
Taxes"), unless such withholding or deduction is required by law.  In that event
the Company shall pay to the Holder such additional amounts ("Additional
Amounts") as will result in the payment to such Holder of the amount that would
otherwise have been receivable by such Holder in the absence of such withholding
or deduction, except that no such Additional Amounts shall be payable:

          (a)  to, or to a Person on behalf of, a Holder who is liable for such
     United Kingdom Taxes in respect of Securities, by reason of such Holder
     having some connection with the United Kingdom (including being a citizen
     or resident or national of, or carrying on a business or maintaining a
     permanent establishment in, or being physically present in, the United
     Kingdom) other than the mere holding of a Security or the receipt of
     principal and interest (including payments of discount and premium, if any)
     in respect thereof; or

          (b)  to, or to a Person on behalf of, a Holder who presents a Security
     (where presentation is required) for payment more than 30 days after the
     Relevant Date except to the extent that such Holder would have been
     entitled to such Additional Amounts on presenting such Security for payment
     on the last day of such period of 30 days;

          (c)  to, or to a Person on behalf of, a Holder who presents a Security
     (where presentation is required) in the United Kingdom;

          (d)  to, or to a Person on behalf of, a Holder who would not be liable
     or subject to the withholding or deduction by making a declaration of non-
     residence or similar claim for exemption to the relevant tax authority; or

          (e)  to, or to a Person on behalf of, a Holder of a definitive
     Registered Security issued pursuant to the request of owners representing a
     majority in outstanding

                                       67


<page>


     principal amount in the Book-Entry Interest following and during the
     continuance of an Event of Default if such Holder (or any predecessor
     Holder) was one of such owners requesting that definitive Registered
     Securities be so issued.

          Such Additional Amounts will also not be payable where, had the
beneficial owner of the Security (or any interest therein) been the Holder of
the Security, he would not have been entitled to payment of Additional Amounts
by reason of any one or more of clauses (a) through (e) above.  If the Company
shall determine that Additional Amounts will not be payable because of the
immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s) therefor.

          Reference to principal, interest, discount or premium in respect of
the Securities shall be deemed also to refer to any Additional Amounts which may
be payable as set forth in this Indenture or in the Securities.

          At least 10 Business Days prior to the first Interest Payment Date
(and at least 10 Business Days prior to each succeeding Interest Payment Date if
there has been any change with respect to the matters set forth in the below-
mentioned Officers' Certificate) the Company will furnish to the Trustee and the
Paying Agents an Officers' Certificate instructing the Trustee and the Paying
Agents whether payments of principal of or interest on the Securities due on
such Interest Payment Date shall be without deduction or withholding for or on
account of any United Kingdom Taxes.  If any such deduction or withholding shall
be required, prior to such Interest Payment Date the Company will furnish the
Trustee and the Paying Agents with an Officers' Certificate which specifies the
amount, if any, required to be withheld on such payment to Holders and certifies
that the Company shall pay such withholding or deduction.  The Company covenants
to indemnify the Trustee for, and to hold the Trustee harmless against, any
loss, liability or expense reasonably incurred without negligence, willful
misconduct or bad faith on their part, arising out of or in connection with
actions taken or omitted by the Trustee in reliance on any Officers' Certificate
furnished pursuant to this paragraph.  Any Officers' Certificate required by
this Section 1009 to be provided to the Trustee and any Paying Agent shall be
deemed to be duly provided if telecopied to the Trustee and such Paying Agent.

          The Company shall furnish to the Trustee the official receipts (or a
certified copy of the official receipts) evidencing payment of United Kingdom
Taxes.  Copies of such receipts shall be made available to the Holders of the
Securities upon request.

SECTION 1010.  Copies Available to Holders.
               ---------------------------

          Copies of this Indenture shall be available for inspection by the
Holders on a Business Day during normal business hours at the principal office
of the Company and at the Corporate Trust Office. In addition, if the Securities
of any series are listed on the London Stock Exchange, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, copies of this Indenture, the Deposit
Agreement, the DTC Agreement, the memorandum and articles of association of the
Company and the most recent publicly available annual report of the Company
shall be made available for inspection by the Holders of such Securities on a
Business Day during normal business hours at the offices of the paying agents
and at the office of the listing agent required to be maintained by such
exchange for so long as the Securities of such series are outstanding and are
listed on such stock exchange.

                                       68


<page>


                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

SECTION  1101. Applicability of Article
               ------------------------

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified in or contemplated by Section 301 for Securities of any
series) in accordance with this Article Eleven.

SECTION 1102.  Election to Redeem; Notice to Trustee
               -------------------------------------

          The election of the Company to redeem any Securities shall be
authorized by a Board of Directors resolution and evidenced by an Officers'
Certificate.  In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 15 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.  In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, or pursuant to an election by the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed
               -------------------------------------------------

          If less than all the Securities of any series are to be redeemed, the
particular securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions equal to the minimum authorized denomination for
Securities of that series (or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

          Securities shall be excluded from eligibility for selection for
redemption if they are identified by certificate number in a written statement
signed by an authorized officer of the Company and delivered to the Security
Registrar at least 30 days prior to the Redemption Date as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Company
or (b) an entity specifically identified in such written statement which is an
Affiliate of the Company.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities

                                       69


<page>


redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities which has been or is to be redeemed.

SECTION 1104.  Notice of Redemption
               --------------------

          Notice of redemption shall be given not less than 15 days nor more
than 30 days prior to the Redemption Date to each Holder of Securities to be
redeemed.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed,

          (4)  that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5)  the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (6)  that the redemption is for a sinking fund, if such is the case.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1105.  Deposit of Redemption Price
               ---------------------------

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Principal Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date (to the extent that such
amounts are not already on deposit at such time in accordance with the
provisions of Sections 401, 403 or 1007).

SECTION 1106.  Securities Payable on Redemption Date
               -------------------------------------

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities shall cease to bear interest.  Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued and unpaid interest to the Redemption Date; provided, however, that
                                                    --------  -------
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the

                                       70


<page>


Holders of such Securities, or one or more Predecessor Securities, and in the
case of Registered Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section
307.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.  Securities Redeemed in Part
               ---------------------------

          Any Security (including any Global Security) which is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee upon written direction shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the security so surrendered;
provided, that if a Global Security is so surrendered, the new Global Security
- --------
shall be in a denomination equal to the unredeemed portion of the principal of
the Global Security so surrendered.

SECTION 1108.  Optional Redemption in the Event of Change in United Kingdom Tax
               ----------------------------------------------------------------
               Treatment
               ---------

          The Securities of any series may be redeemed at the election of the
Company, as a whole, but not in part, by the giving of notice as provided in
Section 1104, at a price equal to the outstanding principal amount thereof,
together with Additional Amounts, if any, and accrued interest, if any, to the
Redemption Date, if (a) the Company satisfies the Trustee that it has or will
become obligated to pay Additional Amounts on the Securities of such series, as
a result of either (x) any change in, or amendment to, the laws or regulations
of the United Kingdom or any political subdivision or any authority or agency
thereof or therein having power to tax or levy duties, or any change in the
application or interpretation of such laws or regulations, which change or
amendment becomes effective on or after the date  of the relevant underwriting
agreement for the Securities of such series, or (y) the issuance of definitive
Registered Securities as the result of DTC having notified the Company and the
Book-Entry Depositary that it is unable or unwilling to continue to hold the
Book-Entry Interest or at any time ceasing to be a "clearing agency" registered
as such under the Exchange Act and, in either case, a successor not being
appointed by the Company within 120 days or the Book-entry Depositary notifying
the Company that it is unwilling or unable to continue as Book-Entry Depositary
with respect to the Securities of such series and a successor Book-Entry
Depositary not being appointed being within 120 days or there having occurred
and being continuing an Event of Default with respect to the Securities of such
series and the Holder, in such circumstances, having requested in writing a
definitive Registered Security, and (b) such obligation cannot be avoided by the
Company taking reasonable measures available to it; provided, however, that no
                                                    --------  -------
such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts, were a payment in respect of the Securities then due.  Prior to the
giving of notice of redemption of such Securities pursuant to this Indenture,
the Company will deliver to the Trustee an Officers' Certificate stating that
the obligation to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it, and

                                       71


<page>


the Trustee shall accept such certificate as sufficient evidence of such
condition, and such certificate shall be conclusive and binding on the Holders
of the Securities of such series.

                                ARTICLE TWELVE

                                 SINKING FUNDS

SECTION  1201. Applicability of Article
               ------------------------

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities
               -----------------------------------------------------

          In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Company may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 310, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section 1202,
or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Company through any optional redemption provision contained in
the terms of such series.  Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund Redemption Price specified in
such Securities.

SECTION 1203.  Redemption of Securities for Sinking Fund
               -----------------------------------------

          Not less than 30 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying (a) the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, (b) whether or not the
Company intends to exercise its right, if any, to make an optional sinking fund
payment with respect to such series on the next ensuing sinking fund payment
date and, if so, the amount of such optional sinking fund payment, and (c) the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and will also deliver to the
Trustee any Securities to be so delivered.  Such written statement shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Company, on

                                       72


<page>


or before any such 30th day, to deliver such written statement and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Company (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect therefor and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section 1203.

          Not less than [30] days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106 and 1107.

          The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest with respect to Securities of that series or an
Event of Default with respect to the Securities of that series except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Company a sum
sufficient for such redemption.  Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default,
shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been
collected under Article Five and held for the payment of all such Securities.
In case such Event of Default shall have been waived as provided in Section 513
or the default or Event of Default cured on or before the 30th day preceding the
sinking fund payment date, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section 1203 to the
redemption of such Securities.

                               ARTICLE THIRTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION  1301  Purposes of Meetings:
               --------------------

          A meeting of the Holders may be called at any time from time to time
pursuant to this Article Thirteen for any of the following purposes.

          (1)  to give any notice to the Company or to the Trustee, or to
     consent to the waiving of any Default hereunder and its consequence, or to
     take any other action authorized to be taken by Holders pursuant to Article
     Nine hereof;

          (2)  to remove the Trustee and appoint a successor trustee pursuant to
     Article Six hereof;

          (3)  to consent to the execution of an indenture supplemental hereto
     pursuant to Section 902 hereof.

                                       73


<page>


SECTION 1302   Place of Meetings
               -----------------

          (a)  The Trustee may at any time (upon not less than 21 days' notice)
call a meeting of Holders to be held at such time and at such place in the
location determined by the Trustee pursuant to Section 1302 hereof.  Notice of
every meeting of Holders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed to each Holder and published in the manner contemplated by Section [106]
hereof.

          (b)  In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in aggregate principal amount of the Securities
then outstanding, shall have requested the Trustee to call a meeting of the
Holders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first giving of the notice of such meeting within 20 days after receipt of such
request, then the Company or the Holders in the amount above specified may
determine the time (not less than 21 days after notice is given) and the place
in the location determined by the Company or the Holders pursuant to this
Section 1302 for such meeting and may call such meeting to take any action
authorized in Section 1301 hereof by giving notice thereof as provided in
Section 1302(a) hereof.

SECTION 1303   Voting at Meetings.
               ------------------

          To be entitled to vote at any meeting of Holders, a Person shall be
(i) a Holder or (ii) a Person appointed by an instrument in writing as proxy for
a Holder or Holders by such Holder or Holders.  The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, any representatives of the
Company and its counsel.

SECTION 1304   Voting Rights, Conduct and Adjournment.
               --------------------------------------

          (a)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders in regard to proof of the holding of Securities of a series
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise
permitted or required by any such regulations, the holding of Securities of a
series  shall be proved in the manner specified in Article Two hereof and the
appointment of any proxy shall be proved in such manner as is deemed appropriate
by the Trustee or by having the signature of the person executing the proxy
witnessed or guaranteed by any bank, banker or trust company customarily
authorized to certify to the holding of a security such as a Global Note.

          (b)  At any meeting of Holders, the representative of Persons holding
or representing Securities of a series in an aggregate principal amount
sufficient under the appropriate provision of this Indenture to take action upon
the business for the transaction of which such meeting was called shall
constitute a quorum.  Any meetings of Holders duly called pursuant
to Section 1303 hereof may

                                       74


<page>


be adjourned form time to time by vote of the Holders (or proxies for the
Holders) of a majority of the Securities of a series represented at the meeting
and entitled to vote, whether or not a quorum shall be present; and the meeting
may be held as so adjourned without further notice. No action at a meeting of
Holders shall be effective unless approved by Persons holding or representing
Securities of a series in the aggregate principal amount required by the
provision of this Indenture pursuant to which such action is being taken.

          (c)  At any meeting of Holders, each Holder or proxy shall be entitled
to one vote for each $1,000 principal amount of outstanding Securities of a
series held or represented.

SECTION 1305   Revocation of Consent by Holders.
               --------------------------------

     At any time prior to (but not after) the evidencing the Trustee of the
taking of any action at a meeting of Holders by the Holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any Holder of a Security the serial number of which
is included in the Securities the Holders of which have consented to such action
may, by filing written notice with the Trustee at its principal corporate trust
office and upon proof of holding as provided herein, revoke such consent so far
as concerns such Securities.  Except as aforesaid any such consent given by the
Holder of any Securities shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Securities and of any Securities
issued in exchange therefore, in lieu thereof or upon transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Securities.  Any action taken by the Holders of the percentage in aggregate
principal amount of the Holders specified in this Indenture in connection with
such action shall be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities.

                               ARTICLE FOURTEEN

                                 MISCELLANEOUS

SECTION  1401. Consent to Jurisdiction; Appointment of Agent to Accept Service
               ---------------------------------------------------------------
               of Process
               ----------

          (a)  The Company irrevocably consents and agrees, for the benefit of
the Holders from time to time of the Securities and the Trustee, that any legal
action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or in connection with this
Indenture or the Securities may be brought in the Supreme Court of New York, New
York County or the United States District Court for the Southern District of New
York and any appellate court from either thereof and, until amounts due and to
become due in respect of the Securities have been paid, hereby irrevocably
consents and submits to the non exclusive jurisdiction of each such court in
personam, generally and unconditionally with respect to any action, suit or
proceeding for itself and in respect of its properties, assets and revenues.

          (b)  The Company has irrevocably designated, appointed, and empowered
[CT Corporation,] as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and its properties, assets and revenues,
service of any and all legal process, summons, notices and documents which may
be served in any action, suit or proceeding brought against the Company in any
United States or State court.  If for any reason such designee, appointee and
agent hereunder shall cease to be available to act as such, the Company agrees
to designate a new designee, appointee and agent in the Borough of

                                       75


<page>


Manhattan, The City of New York on the terms and for the purposes of this
Section 1301 satisfactory to the Trustee.  The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any action, suit or proceeding against the
Company by serving a copy thereof upon the relevant agent for service of process
referred to in this Section 1301 (whether or not the appointment of such agent
shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service) or by mailing copies thereof by registered or
certified air mail, postage prepaid, to the Company at its address specified in
or designated pursuant to this Indenture.  The Company agrees that the failure
of any such designee, appointee and agent to give any notice of such service to
it shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.  Nothing herein
shall in any way be deemed to limit the ability of the holders of the Securities
and the Trustee, to serve any such legal process, summons, notices and documents
in any other manner permitted by applicable law or to obtain jurisdiction over
the Company or bring actions, suits or proceedings against the Company in such
other jurisdictions, and in such manner, as may be permitted by applicable law.
The Company irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or
in connection with this Indenture brought in the Supreme Court of New York, New
York County or the United States District Court for the Southern District of New
York and any appellate court from either thereof and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.

          If for the purpose of obtaining judgment in any court it is necessary
to convert a sum due hereunder to the holder of any Security from U.S. dollars
into another currency, the Company has agreed, and each holder by holding such
Security will be deemed to have agreed, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures such Holder could purchase U.S.
dollars with such other currency in The City of New York on the Business Day
preceding the day on which final judgment is given.

          The obligation of the Company in respect of any sum payable by it to
the holder of a Security shall, notwithstanding any judgment in a currency (the
"judgment currency") other than U.S. dollars, be discharged only to the extent
that on the Business Day following receipt by the Holder of such security of any
sum, adjudged to be so due in the judgment currency, the Holder of such Security
may in accordance with normal banking procedures purchase U.S. dollars with the
judgment currency; if the amount of U.S. dollars so purchased is less than the
sum originally due to the holder of such Security in the judgment currency
(determined in the manner set forth in the preceding paragraph), the Company
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Holder of such Security against such loss, and if the amount of
the U.S. dollars so purchased exceeds the sum originally due to the Holder of
such Security, such Holder agrees to remit to the Company such excess, provided
that such Holder shall have no obligation to remit any such excess as long as
the Company shall have failed to pay such Holder any obligations due and payable
under such Security, in which case such excess may be applied to such
obligations of the Company under such Security in accordance with the terms
thereof.

                                       76


<page>


SECTION  1402  Counterparts
               ------------

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


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

                                    SOUTHERN INVESTMENTS UK plc


                                    By______________________________
                                      Title:
Attest:

______________________________


                                    BANKERS TRUST COMPANY, as
                                    Trustee, Principal Paying Agent,
                                    Security Registrar and Transfer Agent


                                    By______________________________
                                      Title:
Attest:

______________________________

                                    BANKERS TRUST LUXEMBOURG S.A.
                                    as Paying Agent and Transfer Agent


                                    By______________________________
                                      Title:

                                       77


<page>


STATE OF NEW YORK   )
                    )    ss.:
COUNTY OF NEW YORK  )


          On the 21st day of November, 1996, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
he is a of Southern Investments UK plc, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                  ______________________________

                                       78