Exhibit 4(n)-1











WPD HOLDINGS UK

and

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

and

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

INDENTURE

Dated as of March 16, 2001

Debt Securities







TABLE OF CONTENTS

|                                                                          | Page                                                                                                                    
|------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------
|                                                                          |                                                                                                                         
|ARTICLE I DEFINITIONS
        AND OTHER PROVISIONS OF GENERAL APPLICATION |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 101.   Definitions                                                                                              
|                                                                          | SECTION 102.   Compliance
        Certificates and Opinions                                                             
|                                                                          | SECTION 103.   Form
        of Documents Delivered to Trustee                                                           
|                                                                          | SECTION 104.   Acts
        of Holders                                                                                  
|                                                                          | SECTION 105.   Notices,
        Etc., to the Trustee and the Company                                                    
|                                                                          | SECTION 106.   Notice
        to Holders; Waiver                                                                        
|                                                                          | SECTION 107.   Conflict
        with Trust Indenture Act                                                                
|                                                                          | SECTION 108.   Effect
        of Headings and Table of Contents                                                         
|                                                                          | SECTION 109.   Successors
        and Assigns                                                                           
|                                                                          | SECTION 110.   Separability
        Clause                                                                              
|                                                                          | SECTION 111.   Benefits
        of Indenture                                                                            
|                                                                          | SECTION 112.   Governing
        Law                                                                                    
|                                                                          | SECTION 113.   Legal
        Holidays                                                                                   
|                                                                          | SECTION 114.   No
        Personal Liability of Directors, Officers, Employees & Stockholders                           
|                                                                          |                                                                                                                         
|ARTICLE II SECURITY FORMS                                                 |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 201.   Forms
        Generally                                                                                  
|                                                                          | SECTION 202.   Form
        of Face of Security                                                                         
|                                                                          | SECTION 203.   Form
        of Reverse of Security                                                                      
|                                                                          | SECTION 204.   Form
        of Trustee's Certificate of Authentication                                                  
|                                                                          | SECTION 205.   Form
        of Trustee's Certificate of Authentication by an Authenticating Agent                       
|                                                                          | SECTION 206.   Form
        of Regulation S Certificate                                                                 
|                                                                          |                                                                                                                         
|ARTICLE III THE SECURITIES                                                |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 301.   Amount
        Unlimited; Issuable in Series                                                             
|                                                                          | SECTION 302.   Denominations                                                                                            
|                                                                          | SECTION 303.   Execution,
        Authentication, Delivery and Dating                                                   
|                                                                          | SECTION 304.   Transfer
        Agent and Paying Agent                                                                  
|                                                                          | SECTION 305.   Temporary
        Securities                                                                             
|                                                                          | SECTION 306.   Registration,
        Registration of Transfer and Exchange                                              
|                                                                          | SECTION 307.   Mutilated,
        Destroyed, Lost and Stolen Securities                                                 
|                                                                          | SECTION 308.   Payment
        of Interest; Interest Rights Reserved                                                    
|                                                                          | SECTION 309.   Persons
        Deemed Owners                                                                            
|                                                                          | SECTION 310.   Cancellation                                                                                             
|                                                                          | SECTION 311.   Computation
        of Interest                                                                          
|                                                                          | SECTION 312.   Global
        Securities                                                                                
|                                                                          | SECTION 313.   Special
        Transfer Provisions.                                                                     
|                                                                          | SECTION 314.   Form
        of Certificate to Be Delivered in Connection with Transfers Pursuant to
        Regulation S
|                                                                          |                                                                                                                         
|ARTICLE IV SATISFACTION
        AND DISCHARGE                             |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 401.   Satisfaction
        and Discharge of Indenture                                                          
|                                                                          | SECTION 402.   Application
        of Trust Money                                                                       
|                                                                          | SECTION 403.   Satisfaction,
        Discharge and Defeasance of Securities of any Series                               
|                                                                          |                                                                                                                         
|ARTICLE V REMEDIES                                                        |                                                                                                                         
|                                                                          | SECTION 501.   Events
        of Default                                                                                
|                                                                          | SECTION 502.   Acceleration
        of Maturity; Rescission and Annulment                                               
|                                                                          | SECTION 503.   Collection
        of Indebtedness and Suits for Enforcement by Trustee                                  
|                                                                          | SECTION 504.   Trustee
        May File Proofs of Claim                                                                 
|                                                                          | SECTION 505.   Trustee
        May Enforce Claims Without Possession of Securities                                      
|                                                                          | SECTION 506.   Application
        of Money Collected                                                                   
|                                                                          | SECTION 507.   Limitation
        on Suits                                                                              
|                                                                          | SECTION 508.   Unconditional
        Right of Holders to Receive Principal, Premium and Interest                        
|                                                                          | SECTION 509.   Restoration
        of Rights and Remedies                                                               
|                                                                          | SECTION 510.   Rights
        and Remedies Cumulative                                                                   
|                                                                          | SECTION 511.   Delay
        or Omission Not Waiver                                                                     
|                                                                          | SECTION 512.   Control
        by Holders                                                                               
|                                                                          | SECTION 513.   Waiver
        of Past Defaults                                                                          
|                                                                          | SECTION 514.   Undertaking
        for Costs                                                                            
|                                                                          |                                                                                                                         
|ARTICLE VI THE TRUSTEE                                                    |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 601.   Certain
        Duties and Responsibilities                                                              
|                                                                          | SECTION 602.   Notice
        of Defaults                                                                               
|                                                                          | SECTION 603.   Certain
        Rights of Trustee                                                                        
|                                                                          | SECTION 604.   Trustee
        Not Responsible for Recitals or Issuance of Securities                                   
|                                                                          | SECTION 605.   May
        Hold Securities                                                                              
|                                                                          | SECTION 606.   Money
        Held in Trust                                                                              
|                                                                          | SECTION 607.   Compensation
        and Reimbursement                                                                   
|                                                                          | SECTION 608.   Disqualification;
        Conflicting Interests                                                          
|                                                                          | SECTION 609.   Corporate
        Trustee Required; Eligibility                                                          
|                                                                          | SECTION 610.   Resignation
        and Removal; Appointment of Successor Trustee                                        
|                                                                          | SECTION 611.   Acceptance
        of Appointment by Successor                                                           
|                                                                          | SECTION 612.   Merger,
        Conversion, Consolidation or Succession to Business                                      
|                                                                          | SECTION 613.   Preferential
        Collecting of Claims Against Company                                                
|                                                                          | SECTION 614.   Authenticating
        Agents                                                                            
|                                                                          | SECTION 615.   The
        Principal Paying Agent, the Paying and Transfer Agent and Transfer Agent                     
|                                                                          |                                                                                                                         
|ARTICLE VII HOLDERS'
        LISTS AND REPORTS BY TRUSTEE AND COMPANY     |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 701.   Company
        to Furnish Trustee Names and Addresses of Holders                                        
|                                                                          | SECTION 702.   Preservation
        of Information; Communications to Holders                                           
|                                                                          | SECTION 703.   Reports
        by Trustee                                                                               
|                                                                          |                                                                                                                         
|ARTICLE VIII CONSOLIDATION,
        MERGER, CONVEYANCE, SALE OR LEASE     |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 801.   Company
        May Consolidate Etc., Only on Certain Terms                                              
|                                                                          | SECTION 802.   Successor
        Corporation to be Substituted                                                          
|                                                                          |                                                                                                                         
|ARTICLE IX SUPPLEMENTAL
        INDENTURES                                |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 901.   Supplemental
        Indentures without Consent of Holders                                               
|                                                                          | SECTION 902.   Supplemental
        Indentures with Consent of Holders                                                  
|                                                                          | SECTION 903.   Execution
        of Supplemental Indentures                                                             
|                                                                          | SECTION 904.   Effect
        of Supplemental Indentures                                                                
|                                                                          | SECTION 905.   Conformity
        with Trust Indenture Act                                                              
|                                                                          | SECTION 906.   Reference
        in Securities to Supplemental Indentures                                               
|                                                                          |                                                                                                                         
|ARTICLE X COVENANTS                                                       |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 1001.   Payment
        of Principal, Premium, if any, and Interest                                             
|                                                                          | SECTION 1002.   Maintenance
        of Office or Agency                                                                 
|                                                                          | SECTION 1003.   Money
        for Securities Payments to Be Held in Trust                                               
|                                                                          | SECTION 1004.   Limitation
        on Liens                                                                             
|                                                                          | SECTION 1005.   Limitation
        on Sale and Lease-Back Transactions                                                  
|                                                                          | SECTION 1006.   Statement
        by Officers as to Default                                                             
|                                                                          | SECTION 1007.   Modification
        or Waiver of Certain Covenants                                                     
|                                                                          | SECTION 1008.   Further
        Assurances                                                                              
|                                                                          | SECTION 1009.   Payment
        of Additional Amounts                                                                   
|                                                                          | SECTION 1010.   Copies
        Available to Holders                                                                     
|                                                                          | SECTION 1011.   Limitation
        on the Incurrence of Additional Indebtedness by Certain Subsidiaries                 
|                                                                          |                                                                                                                         
|ARTICLE XI REDEMPTION
        OF SECURITIES                               |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 1101.   Applicability
        of Article                                                                        
|                                                                          | SECTION 1102.   Election
        to Redeem; Notice to Trustee                                                           
|                                                                          | SECTION 1103.   Selection
        by Trustee of Securities to Be Redeemed                                               
|                                                                          | SECTION 1104.   Notice
        of Redemption                                                                            
|                                                                          | SECTION 1105.   Deposit
        of Redemption Price                                                                     
|                                                                          | SECTION 1106.   Securities
        Payable on Redemption Date                                                           
|                                                                          | SECTION 1107.   Securities
        Redeemed in Part                                                                     
|                                                                          | SECTION 1108.   Optional
        Redemption in the Event of Change in United Kingdom Tax Treatment                      
|                                                                          |                                                                                                                         
|ARTICLE XII SINKING FUNDS                                                 |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 1201.   Applicability
        of Article                                                                        
|                                                                          | SECTION 1202.   Satisfaction
        of Sinking Fund Payments with Securities                                           
|                                                                          | SECTION 1203.   Redemption
        of Securities for Sinking Fund                                                       
|                                                                          | ARTICLE XIII MEETINGS
        OF HOLDERS OF SECURITIES                                                                  
|                                                                          | SECTION 1301.   Purposes
        of Meetings                                                                            
|                                                                          | SECTION 1302.   Place
        of Meetings                                                                               
|                                                                          | SECTION 1303.   Voting
        at Meetings                                                                              
|                                                                          | SECTION 1304.   Voting
        Rights, Conduct and Adjournment                                                          
|                                                                          | SECTION 1305.   Revocation
        of Consent by Holders                                                                
|                                                                          |                                                                                                                         
|ARTICLE XIV MISCELLANEOUS                                                 |                                                                                                                         
|                                                                          |                                                                                                                         
|                                                                          | SECTION 1401.   Consent
        to Jurisdiction; Appointment of Agent to Accept Service of Process                      
|                                                                          | SECTION 1402.   Counterparts                                                                                            







INDENTURE, dated as of March 16, 2001, among WPD HOLDINGS UK, a private unlimited
  liability company duly organized and existing under the laws of England and
  Wales (the "Company"), having its principal office at Avonbank,
  Feeder Road, Bristol BS2 0TB, England, BANKERS TRUST COMPANY, a New York banking
  corporation, as trustee, principal paying agent, and transfer agent (the "Trustee")
  and DEUTSCHE BANK LUXEMBOURG, S.A., a company organized under the laws of Luxembourg,
  as paying and transfer agent (the "Paying 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 I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION/p>

SECTION 101.   Definitions

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

(i)    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;

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

(iii)    all accounting terms not otherwise defined herein
  have the meanings assigned to them in accordance with generally accepted accounting
  principles in the United States 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

(iv)    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.

Certain terms, used principally in Article VI, 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 the
  bearer.

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

"Board Resolution" means 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 that 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.

"Clearstream" means Clearstream Banking, société
  anonyme, or its successor.

"Commission" means the U.S. Securities and Exchange Commission,
  as from time to time constituted, created under the U.S. Securities Exchange
  Act of 1934, as amended, 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.

"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
  and any other Director, 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" means the total of all
  assets (including revaluations thereof as a result of commercial appraisals,
  price level restatements 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: Manager, Project Finance, or at
  any other time at such address as the Trustee may designate from time to time
  by written notice to the Company at its principal office at Avonbank, Feeder
  Road, Bristol BS2 0TB, England.

"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,
  means an "Event of Default" as specified in Section 501 hereof,
  and for purposes of Section 310(b) of the Trust Indenture Act, "default"
  means 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
  308.

"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 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, 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 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.

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

"Euroclear" means Euroclear Bank S.A./N.V., 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 an interest
  in a Book-Entry Interest through a Person that has an account with DTC.

"Interest," when used with respect to an Original Issue Discount
  Security that 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 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 and any other Director, or the Treasurer, Secretary, any Assistant
  Treasurer or Assistant Secretary, or any other officer so authorized, and delivered
  to the Trustee.

"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 that 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 that 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 Deutsche Bank 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.

"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 the date on which the relevant
  payment first becomes due and 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.

"Resale Restriction Termination Date" means the date which
  is two years after the later of the date such Securities are originally issued
  by the Company or the last date on which the Company or any Affiliate of the
  Company was the owner of such Security.

"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, the treasurer, assistant vice president, assistant
  secretary, assistant treasurer, or any other officer of the Trustee customarily
  performing functions similar to those performed by any of the above-designated
  officers with responsibility for the administration of this Indenture, 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.

"Restricted Period" with respect to any Regulation S Security,
  shall mean the first 40 days following the date on which such Securities are
  originally issued by the Company.

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

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

"Security Register" and "Security Registrar"
  have the respective meanings specified in Section 306.

"Special Record Date" for the payment of any Defaulted Interest
  means a date fixed by the Trustee pursuant to Section 308.

"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.

"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 that 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 the full faith and credit of the
  United States of America 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 or a depository receipt; provided
  that (except as required by law) such custodian is not authorized to make any
  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 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:

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

(ii)    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;

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

(iv)    a statement as to whether, in the opinion of each
  such individual or such firm, 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 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 104.

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 or
  her individual capacity, such certificate or affidavit shall also constitute
  sufficient proof of his or her 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 that the Trustee deems sufficient.

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

(d)    Any Request, demand, authorization, direction, notice,
  consent, waiver or other Act of the Holders 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 Sections 501, 502 or 512.

Upon receipt by the Trustee of written notice of any default described in Section
  501, any declaration of acceleration, of 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, 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, 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 the Trustee and the 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:

(i)    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

(ii)    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, or delivered
  by recognized overnight courier, to the Company addressed to it at the address
  of its principal office specified in the first paragraph of this Indenture 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. Any notice mailed to a Holder in the manner herein
  prescribed shall be conclusively deemed to have been received by such Holder,
  whether or not such Holder actually receives such notice.

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 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 that 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.

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, 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.

SECTION 114.   No Personal Liability of Directors, Officers,
  Employees & Stockholders

No Director, officer, employee or stockholder, as such, of the Company shall
  have any liability for any obligations of the Company under this Indenture or
  the Securities or for any claim based on, or in respect of, or by reason of,
  such obligations on their creations. Each holder of a Security waives and releases
  all such liability. Such waiver and release are part of the consideration for
  the issuance of the Securities.

ARTICLE II

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
  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.

Securities of any series offered and sold to qualified institutional buyers
  (as defined in Rule 144A under the Securities Act) (any such buyer, a "QIB")
  in the United States of America ("Rule 144A Securities") will
  be issued in the form of a permanent global bearer note, without interest coupons,
  substantially in the form set forth in Sections 202 and 203 (a "Rule
  144A Global Security") duly executed by the Company and authenticated
  by the Trustee as hereinafter provided. The Rule 144A Global Security may be
  represented by more than one certificate. The aggregate principal amount of
  the Rule 144A Global Security may from time to time be increased or decreased
  by adjustments made on the records of the Trustee, as hereinafter provided.

Securities of any series offered and sold outside the United States of America
  ("Regulation S Securities") in reliance on Regulation S shall
  be issued in the form of a temporary global bearer note, without interest coupons,
  substantially in the form set forth in Sections 202 and 203 (a "Regulation
  S Temporary Global Security"). Beneficial interests in a Regulation
  S Temporary Global Security will be exchangeable for beneficial interests in
  a single permanent global bearer security (the "Regulation S Permanent
  Global Security," together with the Regulation S Temporary Global Security,
  the "Regulation S Global Security") on or after the expiration
  of the Restricted Period (the "Release Date") upon the receipt
  by the Trustee or its agent of a certificate certifying that the Holder of the
  beneficial interest in the Regulation S Temporary Global Security is a non-United
  States Person within the meaning of Regulation S (a "Regulation S Certificate"),
  substantially in the form set forth in Section 206. Upon receipt by the Trustee
  or Paying Agent of a Regulation S Certificate, with respect to the first such
  Regulation S Certificate, the Company shall execute and upon receipt of a Company
  Order for authentication, the Authenticating Agent shall authenticate and deliver
  to the Trustee or its agent, the applicable Regulation S Permanent Global Security,
  and (ii) with respect to the first and all subsequent Regulation S Certificates,
  the Trustee or its agent shall exchange on behalf of the applicable beneficial
  owners the portion of the applicable Regulation S Temporary Global Security
  covered by such Regulation S Certificates for a comparable portion of the applicable
  Regulation S Permanent Global Security. Upon any exchange of a portion of a
  Regulation S Temporary Global Security for a comparable portion of a Regulation
  S Permanent Global Security, the Trustee or its agent shall endorse on the schedules
  affixed to each of such Regulation S Global Security (or on continuations of
  such schedules affixed to each of such Regulation S Global Security and made
  parts thereof) appropriate notations evidencing the date of transfer and (x)
  with respect to the applicable Regulation S Temporary Global Security, a decrease
  in the principal amount thereof equal to the amount covered by the applicable
  certification and (y) with respect to the applicable Regulation S Permanent
  Global Security, an increase in the principal amount thereof equal to the principal
  amount of the decrease in the applicable Regulation S Temporary Global Security
  pursuant to clause (x) above. The Regulation S Global Security will be duly
  executed by the Company and authenticated by the Trustee as hereinafter provided.
  The Regulation S Global Security may be represented by more than one certificate.
  The aggregate principal amount of the Regulation S Global Security may from
  time to time be increased or decreased by adjustments made on the records of
  the Trustee, as hereinafter provided.

The Rule 144A Global Security and the Regulation S Global Security are sometimes
  collectively herein referred to as the "Global Securities."

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 Rule 144A Global Security, insert
X 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.]

[If the security is a Global Security, insert X

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
  OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF,
  BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS
  SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE
  SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO)
  OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING
  THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN
  TO THE COMPANY, SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
  RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
  WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
  THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
  A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
  OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE
  BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
  OF THIS SECURITY), IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
  S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR
  ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), OR PURSUANT
  TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
  144 (IF APPLICABLE) UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
  ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES.]

[If the Security is a Regulation S Temporary Global Security, insertX

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER
  THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN
  MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE HEREINAFTER
  REFERRED TO.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
  PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
  BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.]



WPD HOLDINGS UK [Title of the Security]

No. [____________]    $[____________]

WPD HOLDINGS UK, 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 [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 [_______]of each year, commencing
  on [_______], 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 more Predecessor Securities) is registered on
  such Regular Records 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 (the "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:

(i)    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;

(ii)    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 (as defined below), except to the extent that such 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;

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

(iv)    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.

Such Additional Amounts will also not be payable where, had the beneficial
  owner of this Security (or any interest therein) been the Holder of the Security,
  he or she would not have been entitled to payment of Additional Amounts by reason
  of any one or more of clauses (i) through (iv) 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.

"Relevant Date" means whichever is the later of (i) the date
  on which such 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 the Indenture.

[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:

| | WPD HOLDINGS UK                
| | -------------------------------
| | By_____________________________
| | [Title]                        

SECTION 203.   Form of Reverse of Security

WPD HOLDINGS UK [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 March [__],
  2001 (herein called the "Indenture"), among the Company, Bankers
  Trust Company, as trustee (herein called the "Trustee," which
  term includes any successor trustee under the Indenture,) and Deutsche Bank
  Luxembourg S.A., as paying and transfer agent (herein called the "Paying
  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, the
  Paying Agent, 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 that 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, insertX This Security is not subject
  to redemption prior to maturity.] [If applicable, insertX
  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, insertX (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 ____________, 20__], 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, insertX 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, insertX (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, insertX 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 for Redemption Through
        Operation of Sinking Fund |  | Year |  | Redemption Price For Redemption Otherwise
        Than Through Operation of the Sinking Fund
|------------------------------------------------------------------------- |  | ---- |  | --------------------------------------------------------------------------------------------
|                                                                          |  |      |  |                                                                                             
|                                                                          |  |      |  |                                                                                             
|                                                                          |  |      |  |                                                                                             



and thereafter at a Redemption Price equal to b[__]% 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, insertX 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, insertX 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 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.

"Comparable Treasury
  Issue" means the United States Treasury security selected by an Independent
  Investment Banker (as defined below) as having a maturity comparable to the
  remaining term of the 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 (as defined below),
  (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 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 U.S. 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 (as defined below) for such Redemption Date.

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

"Reference Treasury
  Dealer Quotation" means, with respect to the Reference Treasury Dealer
  (as defined below) 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 preceding such Redemption Date).

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

"Treasury Yield"
  means, with respect to any date on which the Securities are redeemed (each,
  a "Redemption Date") the rate per annum equal to the
  semi-annual 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.

Notice of redemption shall be given in accordance neither 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.]

[If applicable, insert - 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 defeasance of (i) the entire indebtedness
  of this security and (ii) 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 Issued with a Discount, 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:



|Date of declaration | Acceleration Amount per $[____]
        principal amount 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 U.S. 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 together with Additional Amounts,
  if any, and accrued interest, to the Redemption Date if:

(i)    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 B [[date of issuance]or, if
  applicable, 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 (i), (ii) or (iv) of the third following paragraph:
  and

(ii)    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 clause (i)
  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, insertX 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 (i) 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, (ii) the Book-Entry Depositary for the securities
  of this series 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, (iii) the Company executes and delivers to the Trustee an Officers'
  Certificate providing that this Security shall be so exchangeable, or (iv) 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, acting upon
  instructions from owners of interests representing a majority of outstanding
  principal amount of the Book-Entry Interests relating to this Security 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.]

[If this Security is a Registered Security, insertX
  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 party 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, insertX
  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, insertX 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 (= 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 that are defined in the Indenture shall have
  the meanings assigned to them in the Indenture.



ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print
  or type assignee's name, address and zip code)

(Insert
  assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint him, her or it as agent to transfer this Security on
  the books of the Company. The agent may substitute another act for him, her
  or it.

___________________________________________________________________________

___________________________________________________________________________

Date: _______________

Your Signature: _______________________

Signature Guarantee: _____________________________________
       (Signature must be guaranteed)

___________________________________________________________________________
  Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
  (banks, stockbrokers, savings and loan associations and credit unions with membership
  in the Securities Transfer Agents Medallion Program ("STAMP")
  or such other signature guarantee medallion program as may be approved by the
  Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule
  17Ad-15.

[In connection with any transfer or exchange of any of the Securities
  evidenced by this certificate occurring prior to the date that is two years
  after the later of the date of original issuance of such Securities and the
  last date, if any, on which such Securities were owned by the Company or any
  Affiliate of the Company, the undersigned confirms that such Securities are
  being:

CHECK ONE BOX BELOW:

1  [_]        acquired
  for the undersigned's own account, without transfer;

2  [_]        transferred
  to the Company;

3  [_]    transferred pursuant
  to and in compliance with Rule 144A under the Securities Act of 1933;

4  [_]    transferred pursuant
  to an effective registration statement under the Securities Act;

5  [_]    transferred pursuant
  to and in connection with Regulation S under the Securities Act of 1933; or

6  [_]    transferred pursuant
  to another available exemption from the registration requirements of the Securities
  Act of 1933.

Unless one of the boxes is checked, the Trustee may refuse to register any
  of the Securities evidenced by this certificate in the name of any person other
  than the registered holder thereof; provided, however, that if
  box (5) or (6) is checked, the Trustee or the Company may require, prior to
  registering any such transfer of the Securities, in their sole discretion, such
  legal opinions, certifications and other information as the Trustee or the Company
  may reasonably request to confirm that such transfer is being made pursuant
  to an exemption from, or in a transaction not subject to, the registration requirements
  of the Securities Act of 1933, such as the exemption provided by Rule 144 under
  such Act.

| | _________________________________
        Signature
| | ---------------------------------------------------

Signature Guarantee:

________________________________________________________
  (Signature must be guaranteed)

________________________________________________________
  Signature

The signature(s) should be guaranteed by an eligible guarantor institution
  (banks, stockbrokers, savings and loan associations and credit unions) with
  membership in the Securities Transfer Agents Medallion Program ("STAMP")
  or such other signature guarantee medallion program as may be approved by the
  Security Registrar in addition to or substitution for STAMP, pursuant to S.E.C.
  Rule 17Ad-15.]



[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITIES



The following increases or decreases in this Global Security
  have been made:

|Date of Exchange |  | Amount of decrease in Principal Amount
        of this Global Security |  | Amount of increase in Principal Amount
        of this Global Security |  | Principal Amount of this Global Security
        following such decrease or increase |  | Signature of authorized signatory of Trustee
        or Security Custodian
|---------------- |  | ---------------------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------
|                 |  |                                                                        |  |                                                                        |  |                                                                                      |  |                                                                           
|                 |  |                                                                        |  |                                                                        |  |                                                                                      |  |                                                                           
|                 |  |                                                                        |  |                                                                        |  |                                                                                      |  |                                                                           



[THE FOLLOWING PROVISION TO BE INCLUDED
  ON ALL 144A CERTIFICATES]



In connection with any transfer of this Security occurring prior to [____________],
  the undersigned confirms that without utilizing any general solicitation or
  general advertising that:

[Check One]

[_]    (a)    this
  Security is being transferred in compliance with the exemption from registration
  under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

[_]    (b)    this
  Security is being transferred other than in accordance with (a) above and documents
  are being furnished that comply with the conditions of transfer set forth in
  this Security and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
  shall not be obligated to register this Security in the name of any Person other
  than the Holder hereof unless and until the conditions to any such transfer
  of registration set forth herein and in Section [307] of the Indenture
  shall have been satisfied.

|Date: _____________________ | ______________________________________________
        NOTICE: The signature must correspond with the name as written upon the
        face of the within-mentioned instrument in every particular, without alteration
        or any change whatsoever.
|--------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Signature Guarantee: ________________________________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security
  for its own account or an account with respect to which it exercises sole investment
  discretion and that it and any such account is a "qualified institutional
  buyer" within the meaning of Rule 144A under the Securities Act of
  1933, as amended, and is aware that the sale to it is being made in reliance
  on Rule 144A and acknowledges that it has received such information regarding
  the Company as the undersigned has requested pursuant to Rule 144A or has determined
  not to request such information and that it is aware that the transferor is
  relying upon the undersigned's foregoing representations in order to claim the
  exemption from registration provided by Rule 144A.

|Date: _____________________ | ______________________________________________
        
        NOTICE:   To be executed by an executive officer.
|--------------------------- | -----------------------------------------------------------------------------------------------------------------

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.

Date: [___________]

| | 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 provided 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.

Date: [___________]

| | BANKERS TRUST COMPANY
                  as Trustee
      By: [NAME OF AUTHENTICATING AGENT]
                    Authorized
        Signatory
      By: ___________________________________
                    Authorized
        Signatory
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





SECTION 206.   Form of Regulation S Certificate

[date on or after Release Date]

Bankers Trust Company, as Trustee

[Four Albany Street

New York, New York, 10006]

Attention: [Corporate Trust Agency Group - Public Utilities Group]

| | Re: | WPD Holdings UK                              
| | --- | ---------------------------------------------
| |     | [Title of Security] (the "Notes")            
| |     | [CUSIP No. ______] [ISIN No.
        _______]

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of March [___],
  2001 (the "Indenture"), between the Company, Bankers Trust
  Company, as Trustee, and Deutsche Bank Luxembourg S.A., as Paying Agent. Capitalized
  terms used herein and not otherwise defined have the meanings set forth in the
  Indenture.

[For purposes of acquiring a beneficial interest in the Regulation S
  Permanent Global Security upon the expiration of the Restricted Period] [For
  purposes of receiving payments under the Regulation S Temporary Global Security],
  the undersigned holder of a beneficial interest in the Regulation S Temporary
  Global Security issued under the Indenture certifies that it is not a U.S. person
  as defined by Regulation S under the Securities Act of 1933, as amended.

We understand that this certificate is required in connection with certain
  securities laws of the United States. In connection therewith, if administrative
  or legal proceedings are commenced or threatened in connection with which this
  certificate is or would be relevant, we irrevocably authorize you to produce
  this certificate to any interested party in such proceedings.

| | Yours truly,                    
| | --------------------------------
| | [Name of Holder]                
| | By:  ___________________________
| | Authorized
        Signatory    



ARTICLE III

THE SECURITIES/p>

SECTION 301.   Amount Unlimited; Issuable in Series

The aggregate principal amount of Securities that 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:

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

(ii)    any limit upon the aggregate principal amount of
  the Securities of the series that 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 that,
  pursuant to Section 303, are deemed never to have been authenticated and delivered
  hereunder);

(iii)    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);

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

(v)    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;

(vi)    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;

(vii)    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;

(viii)    the obligation, if any, of the Company to redeem,
  repay or repurchase Securities of the series pursuant to any sinking fund or
  analogous provisions or at the 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 repurchased,
  in whole or in part, pursuant to such obligation;

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

(x)    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;

(xi)    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 in which payment of the principal of
  (and premium, if any) and interest, if any, on the Securities of the series
  shall be payable;

(xii)    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;

(xiii)    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;

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

(xv)    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;

(xvi)    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

(xvii)    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 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

Any Director, the Secretary or any other officer of the Company so authorized
  shall execute the Securities on behalf of the Company and need not be attested.
  Definitive Registered Securities of any series may have the Company's seal reproduced
  thereon and need not be attested. Such additional Director or officer, if any,
  as shall be specified pursuant to Section 301 shall execute the Securities of
  any series. 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 of 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:

(i)    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;

(ii)    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

(iii)    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, 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.

In case the Company, pursuant to Article VIII, shall be consolidated or merged
  with or into any other Person or shall convey, transfer, lease or otherwise
  dispose of its properties and assets substantially as an entirety to any Person,
  and the successor Person resulting from such consolidation, or surviving such
  merger, or into which the Company shall have been merged, or the Person which
  shall have received a conveyance, transfer, lease or other disposition as aforesaid,
  shall have executed an Indenture supplemental hereto with the Trustee pursuant
  to Article VIII, any of the Securities authenticated or delivered prior to such
  consolidation, merger, conveyance, transfer, lease or other disposition may,
  from time to time, at the request of the successor Person, be exchanged for
  other Securities executed in the name of the successor Person with such changes
  in phraseology and form as may be appropriate, but otherwise in substance of
  like tenor as the Securities surrendered for such exchange and of like principal
  amount; and the Trustee, upon Company Request of the successor Person, shall
  authenticate and deliver Securities as specified in such request for the purpose
  of such exchange. If Securities shall at any time be authenticated and delivered
  in any new name of a successor Person pursuant to this Section 303 in exchange
  or substitution for or upon registration of transfer of any Securities, such
  successor Person, at the option of the Holders but without expense to them,
  shall provide for the exchange of all Securities at the time Outstanding for
  Securities authenticated and delivered in such new name.

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 Deutsche Bank 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
  that 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 insertions, omissions, substitutions
  and other variations as the Director(s) or officer(s) 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 thereof a like principal amount of definitive Securities of the same
  series and of like tenor of authorized denominations. Until so exchanged, the
  temporary Securities shall in all respects be entitled to the same benefits
  under this Indenture as definitive Securities.

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 co-registrars and the term
  "Security Registrar" includes any co-registrar.

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.

Furthermore, each Holder of a Global Security shall, by acceptance of such
  Global Security, agree that transfers of beneficial interest in such Global
  Security may be effected only through a book-entry system maintained by the
  Holder of such Global Security (or its agent), and that ownership of a beneficial
  interest in the Global Security shall be required to be reflected in a book-entry.

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 that the Holder making the exchange is entitled to receive.
  None of the Trustee, the Authenticating Agent or the Security Registrar may
  deliver Bearer Securities in exchange for Registered Securities.

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 16-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 1104 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 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 thereof 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.

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 appears 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 (i) or (ii) below:

(i)    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
  (ii).

(ii)    The Company may make payment of any Defaulted Interest
  on the Registered Securities of any series of any Permanent Global Security
  in any other lawful manner not inconsistent with the requirements of any securities
  exchange on 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, 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
  that the Company may have acquired in any manner whatsoever, and the Trustee
  shall promptly cancel all Securities so delivered. No Securities shall be authenticated
  in lieu of or in exchange for any Securities canceled as 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

(a)    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 that (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 the legends set forth in Section 202, as applicable.

(b)    Participants in DTC shall have no rights under this
  Indenture with respect to any Global Securities held on their behalf by DTC,
  or the Trustee as its custodian, or the Book-Entry Depositary, or under the
  Global Security, and DTC, as the case may be, or the Book-Entry Depositary,
  may be treated by the Company, the Trustee, and any agent of the Company or
  the Trustee as the absolute owner of such Global Security for all purposes whatsoever.
  Notwithstanding the foregoing, nothing herein shall prevent the Company, the
  Trustee or any agent of the Company or the Trustee from giving effect to any
  written certification, proxy or other authorization furnished by DTC or shall
  impair, as between DTC and its Participants, the operation of customary practices
  governing the exercise of the rights of a Holder of any Security.

(c)    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. Interests of beneficial owners in Global Securities may
  be transferred in accordance with the rules and procedures of DTC and the provisions
  of Section 313.

(d)    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 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 Trustee shall cancel the Global Securities. 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.

(e)    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(xvi)).

(f)    The Holder of a Global Security may grant proxies
  and otherwise authorize any person, including Participants and Persons that
  may hold interest through Participants, to take any action which a Holder is
  entitled to take under this Indenture or the Securities.

SECTION 313.   Special Transfer Provisions.

(a)    Prior to the expiration of the Resale Restriction
  Termination Date, a transfer of a Rule 144A Security or a beneficial interest
  therein to a QIB shall be made upon the representation of the transferee that
  it is purchasing the Security for its own account or an account with respect
  to which it exercises sole investment discretion and that it and any such account
  is a "qualified institutional buyer" within the meaning of
  Rule 144A under the Securities Act and is aware that the sale to it is being
  made in reliance on Rule 144A and acknowledges that it has received such information
  regarding the Company as the undersigned has requested pursuant to Rule 144A
  or has determined not to request such information and that it is aware that
  the transferor is relying upon its foregoing representations in order to claim
  the exemption from registration provided by Rule 144A.

A transfer of a Rule 144A Security or a beneficial interest therein to a Non-U.S.
  Person shall be made upon receipt by the Trustee or its agent of a certificate
  substantially in the form set forth in Section 314 hereof from the proposed
  transferee and, if requested by the Company or the Trustee, the delivery of
  an opinion of counsel, certification and/or other information satisfactory to
  each of them.

(b)    The following provisions shall apply with respect
  to any proposed transfer of a Regulation S Security prior to the expiration
  of the Restricted Period:

(i)    a transfer of a Regulation S Security or a beneficial
  interest therein to a QIB shall be made upon the representation of the transferee
  that it is purchasing the Security for its own account or an account with respect
  to which it exercises sole investment discretion and that it and any such accountant
  is a "qualified institutional buyer" within the meaning of
  Rule 144A under the Securities Act and is aware that the sale to it is being
  made in reliance on Rule 144A and acknowledges that it has received such information
  regarding the Company as the undersigned has requested pursuant to Rule 144A
  or has determined not to request such information and that it is aware that
  the transferor is relying upon its foregoing representations in order to claim
  the exemption from registration provided by Rule 144A; and

(ii)    a transfer of a Regulation S Security or a beneficial
  interest therein to a Non-U.S. Person shall be made upon, if requested by the
  Company or the Trustee, receipt by the Trustee or its agent of an opinion of
  counsel, certification and/or other information satisfactory to each of them.

Prior to or on the expiration of the Restricted Period, beneficial interests
  in a Regulation S Global Security may only be held through Euroclear or Clearstream
  (as indirect participants in DTC) or another agent member of Euroclear and Clearstream
  acting for and on behalf of them, unless exchanged for interests in the Rule
  144A Global Security in accordance with the certification requirements hereof.
  During the Restricted Period, interests in the Regulation S Global Security,
  if any, may be exchanged for interests in the Rule 144A Global Security or for
  definitive Securities only in accordance with the certification requirements
  described in Section 201.

After the expiration of the Restricted Period, interests in the Regulation
  S Security may be transferred without requiring certification.

(c)    Upon the transfer, exchange or replacement of Securities
  not bearing a private placement legend, the Security Registrar shall deliver
  Securities that do not bear a private placement legend. Upon the transfer, exchange
  or replacement of Securities bearing a private placement legend, the Security
  Registrar shall deliver only Securities that bear the placement legend unless
  there is delivered to the Security Registrar an opinion of counsel reasonably
  satisfactory to the Company and the Trustee to the effect that neither such
  legend nor the related restrictions on transfer are required in order to maintain
  compliance with the provisions of the Securities Act.

(d)    By its acceptance, of any Security bearing a private
  placement legend, each Holder of such a Security acknowledges the restrictions
  on transfer of such Security set forth in this Indenture and in the private
  placement legend and agrees that it will transfer such Security only as provided
  in this Indenture.

(e)    The Company shall deliver to the Trustee an Officer's
  Certificate setting forth the dates on which the Restricted Period terminates
  (the "Resale Restriction Termination Date").

The Security Registrar shall retain copies of all letters, notices and other
  written communications received pursuant to this Article. The Company shall
  have the right to inspect and make copies of all such letters, notices or other
  written communications at any reasonable time upon the giving of reasonable
  written notice to the Security Registrar.

(f)    The Trustee:

(i)     shall have no responsibility or obligation to any
  beneficial owner of a Global Security, a Participant in DTC or other Person
  with respect to any ownership interest in the Securities, with respect to the
  accuracy of the records of DTC or its nominee or of any Participant or member
  thereof or with respect to the delivery to any Participant, member, beneficial
  owner or other Person (other than DTC) of any notice (including any notice of
  redemption) or the payment of any amount, under or with respect to such Securities.
  All notices and communications to be given to the Holders and all payments to
  be made to Holders under the Securities shall be given or made only to the registered
  Holders (which shall be DTC or its nominee in the case of a Global Security).
  The rights of beneficial owners in any Global Security in global form shall
  be exercised only through DTC subject to the applicable rules and procedures
  of DTC. The Trustee may rely and shall be fully protected and indemnified pursuant
  to Section 607 in relying upon information furnished by DTC with respect to
  any beneficial owners, its members and participants; and

(ii)    the Trustee shall have no obligation or duty to
  monitor, determine or inquire as to compliance with any restrictions on transfer
  imposed under this Indenture or under applicable law with respect to any transfer
  of any interest in any Security (including without limitation any transfers
  between or among Participants, members or beneficial owners in any Global Security)
  other than to required deliver of such certificates and other documentation
  of evidence as are expressly required by, and to do so if an when expressly
  required by, the terms of this Indenture, and to examine the same to determine
  substantial compliance as to form with the express requirements hereof.

SECTION 314.   Form of Certificate to Be Delivered in Connection
  with Transfers Pursuant to Regulation S



[date]

Bankers Trust Company, as Trustee
  Four Albany Street
  New York, New York, 10006
  Attention: Manager, Project Finance

Re:    WPD Holdings UK (the "Company")

[Name of Security] (the "Notes")

Ladies and Gentlemen:

In connection with our proposed sale of $___________ aggregate principal amount
  of the Notes, we confirm that such sale has been effected pursuant to and in
  accordance with Regulation S under the United States Securities Act of 1933,
  as amended (the "Securities Act"), and, accordingly, we represent
  that:

(a)    the offer of the Notes was not made to a person
  in the United States;

(b)    either at the time the buy order was originated,
  the transferee was outside the United States or we and any person acting on
  our behalf reasonably believed that the transferee was outside the United States
  or the transaction was executed in, on or through the facilities of a designated
  off-shore securities market and neither we nor any person acting on our behalf
  knows that the transaction has been pre-arranged with a buyer in the United
  States;

(c)    no directed selling efforts have been made in the
  United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
  of Regulation S, as applicable; and

(d)    the transaction is not part of a plan or scheme
  to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions
  of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto,
  we confirm that such sale has been made in accordance with the applicable provisions
  of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

You and the Company are entitled to rely upon this letter and are irrevocably
  authorized to produce this letter or a copy hereof to any interested party in
  any administrative or legal proceedings or official inquiry with respect to
  the matters covered hereby. Terms used in this certificate have the meanings
  set forth in Regulation S.

| | Very truly yours,   
| | --------------------
| | [Name of Transferor]
| | By:                 
| |                     



ARTICLE IV

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:

(i)    either:

(a)    all Securities theretofore authenticated and delivered
  (other than (1) Securities that have been destroyed, lost or stolen and that
  have been replaced or paid as provided in Section 307 and (2) 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:

(1)    have become due and payable,

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

(3)    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

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

and the Company, in the case of (1) or (2) above, has deposited or caused to
  be deposited with the Trustee as trust funds, in trust for the purpose, an amount
  of (w) money in the currency or units of currency in which such Securities are
  payable, (x) U.S. Government Obligations (denominated in the same currency or
  units of currency in which such Securities are payable) that 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, (y) a combination of money or
  U.S. Government Obligations as provided in (4) 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
  that have become due and payable) or to the Stated Maturity or Redemption Date,
  as the case may be;

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

(iii)    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 sub-clause (b) of clause (i) 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 such tax, fee or other
  charge 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 that, in the opinion of a nationally
  recognized firm of independent certified public accountants expressed in a written
  certification thereof delivered to the Trustee, are then in excess of the amount
  thereof that 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 Defeasance of
  Securities of any Series

The Company, at its option, (i) 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 (ii) can omit to comply with any term,
  provision or condition set forth in Sections 1004, 1005 and 1011 with respect
  to the Securities of any series, provided that the following conditions
  shall have been satisfied:

(i)    the Company has deposited or caused to be irrevocably
  deposited (except as provided in Sections 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, (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 premium, if any) and interest,
  if any, 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

(ii)    no Event of Default or event that 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 clause (i) above 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 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 or more than 30 days prior to such Redemption Date in accordance with
  this Indenture.

ARTICLE V

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:

(i)    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;

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

(iii)    material default in the performance, or material
  breach, of any covenant or obligation of the Company in this Indenture (other
  than a covenant or 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;

(iv)    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 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, 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 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 waived by the holders
  of such indebtedness, then the Event of Default hereunder by reasons 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;

(v)    the failure of the Company 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
  (other than any such proceeding brought against the Company that is dismissed
  within 180 days from the commencement thereof) seeking to adjudicate it bankrupt
  or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
  adjustment, protection, relief or composition (in each case, 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 to authorize any of the
  actions set forth in this clause (vi); or

(vi)    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 that
  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.

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:

(i)    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

(ii)    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 its 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, (i) may institute a judicial
  proceeding for the collection of the sums so due and unpaid, (ii) may prosecute
  such proceeding to judgment or final decree, and (iii) 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, subject, however, to Section 512.

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 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 provide 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 its 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 or 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 its 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 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
  money 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:

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

(ii)    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;

(iii)    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;

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

(v)    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 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

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 308) 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
  307, 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:

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

(ii)    subject to provisions of Section 315 of the Trust
  Indenture Act, the Trustee may take any other action deemed proper by the Trustee
  that is not inconsistent with such direction;

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

(iv)    the Trustee has been furnished by such Holders
  an indemnity or security satisfactory to it against costs, expenses and liabilities
  which it might incur in connection therewith.

SECTION 513.   Waiver of Past Defaults

Subject to Sections 508 and 902, 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

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

(ii)    in respect of a covenant or provision hereof which
  under Article IX 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; provided, however, that 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; provided, however,
  that 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.

ARTICLE VI

THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities

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

(i)    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

(ii)    in the absence of bad faith or willful misconduct
  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; provided that in the case of any such certificates or opinions
  that 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, but not to verify the contents
  thereof.

(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 person would exercise or use under the circumstances in the conduct
  of his or her 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:

(i)    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;

(ii)    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;
  and

(iii)    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.

(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.

SECTION 602.   Notice of Defaults

Within 90 days after the occurrence of any default hereunder of which a Responsible
  Officer of the Trustee has actual knowledge 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, if any, 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 and/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(iv) 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 that 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:

(i)    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;

(ii)    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;

(iii)    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
  or willful misconduct on its part, rely upon an Officers' Certificate;

(iv)    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;

(v)    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
  that might be incurred by it in compliance with such request or direction;

(vi)    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, request, direction, consent, order, bond,
  debenture, note, other evidence of indebtedness or other paper or document;
  provided, however, that 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

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

(viii)    Neither the Trustee nor any of its officers,
  directors, employees or agents shall be liable for any action taken or omitted
  under this Agreement or in connection therewith except to the extent caused
  by the Trustee's negligence, bad faith or willful misconduct, as determined
  by a court of competent jurisdiction.

SECTION 604.   Trustee 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 or any offering materials related thereto,
  except that the Trustee represents that it is duly authorized to execute and
  deliver this Indenture, authenticate the Securities, and perform its obligations
  hereunder. 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

(a)    The Company agrees:

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

(ii)    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 its 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;

(iii)    to indemnify the Trustee, its officers, directors,
  and employees for, and to hold it harmless against, any loss, liability or expense
  incurred without negligence, 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(iii) will
  survive the satisfaction and discharge of this Indenture pursuant to Section
  401 hereof or the earlier resignation or removal of the Trustee; and

(b)     To secure the Company's payment obligations in
  this Section 607, the Trustee shall have a lien prior to the Securities on all
  money and property held or collected by the Trustee, in its capacity as Trustee,
  except money or property held in trust to pay principal of, and interest on
  particular Securities.

(c)     The obligations of the Company under this Section
  to compensate and indemnify the Trustee and to pay or reimburse the Trustee
  for expenses, disbursements and advances shall constitute additional indebtedness
  hereunder and shall survive the satisfaction and discharge of this Indenture
  or the rejection or termination of this Indenture under bankruptcy law. Such
  additional indebtedness shall be a senior claim to that of the Securities upon
  all property and funds held or collected by the Trustee as such, and the Securities
  are hereby subordinated to such senior claim. If the Trustee renders services
  and incurs expenses following an Event of Default under Section 501(vi) hereof,
  the parties hereto and the Holders by their acceptance of the Securities hereby
  agree that such expenses are intended to constitute expenses of administration
  under any bankruptcy law.

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 that shall be eligible to act
  as trustee under the Trust Indenture Act and that 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 that 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 DTC
  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 an 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:

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

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

(iii)    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, (A) the Company by a Board Resolution may remove the
  Trustee with respect to all Securities, or (B) 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; provided that, on
  the request of the Company or the successor Trustee, such retiring Trustee shall,
  upon payment of its charges, 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 that (i) 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,
  (ii) 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 (iii)
  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; provided that 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 conforming 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 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:

(i)    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 (ii)
  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

(ii)    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:

(i)    to retain for its own account (A) payments made
  on account of any such claim by any Person (other than the Company) who is liable
  thereon, (B) the proceeds of the bona fide sale of any such claim by the Trustee
  to a third Person, and (C) 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;

(ii)    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;

(iii)    to realize, for its own account, but only to the
  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

(iv)    to receive payment on any claim referred to in
  paragraph (ii) or (iii), against the release of any property held as security
  for such claim as provided in paragraph (ii) or (iii), as the case may be, to
  the extent of the fair value of such property.

For the purposes of paragraphs (ii), (iii) and (iv), 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 that 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:

(i)    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;

(ii)    advances authorized by a receivership or bankruptcy
  court of competent jurisdiction or by this Indenture, for the purpose of preserving
  any property that 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;

(iii)    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;

(iv)    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;

(v)    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, that is directly or indirectly a creditor of the Company;
  and

(vi)    the acquisition, ownership, acceptance or negotiation
  of any drafts, bills of exchange, acceptances or obligations that 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:

(i)    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;

(ii)    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 (A) under which the Trustee
  is also trustee, (B) that contains provisions substantially similar to the provisions
  of this Section 613, and (C) under which a default exists at the time of the
  apportionment of the funds and property held in such special account;

(iii)    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;

(iv)    the term "self-liquidating paper"
  means any draft, bill of exchange, acceptance or obligation that 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 that 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
  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;

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

(vi)    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 least 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 the 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 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 form set forth in Section 205.

SECTION 615.   The Principal Paying Agent, the Paying and
  Transfer Agent and Transfer Agent

The Principal Paying Agent, the Paying and Transfer Agent and Transfer Agent
  shall be afforded the same rights, protections, immunities and indemnities as
  the Trustee is afforded hereto.

ARTICLE VII

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:

(i)    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

(ii)    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;

provided, however, that if and so long as the Trustee is the
  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 that 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 a written
  statement to the effect that, in the opinion of the Trustee, such mailing would
  be contrary to the best interest of the Holders or would be in violation of
  applicable law. Such written statement shall specify the basis of such opinion.

(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 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 May 15 of each year, commencing
  May 15, 2002, the Trustee shall transmit by mail to Holders of Securities a
  brief report dated as of such May 15 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):

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

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

(iii)    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) that 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 percent of the principal amount of the Securities outstanding
  on the date of such report;

(iv)    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)(ii), (iii), (iv) or (vi);

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

(vi)    any additional issue of Securities that the Trustee
  has not previously reported; and

(vii)    any action taken by the Trustee in the performance
  of its duties hereunder that it has not previously reported and that 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
  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, if any, and with the Company. The Company
  will notify the Trustee when any Securities are listed on any U.S. stock exchange.

ARTICLE VIII

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 (i) the successor entity assumes the Company's applicable obligations on
  the Securities and (ii) immediately after giving effect to such transaction,
  no Event of Default and no event that, 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 that, 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 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 IX

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:

(i)    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;

(ii)    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;

(iii)    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);

(iv)    to add or to 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;

(v)    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;

(vi)    to secure the Securities;

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

(viii)    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);

(ix)    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;

(x)    to cure any ambiguity, to correct or supplement
  any provision herein that 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 that such action shall not materially and adversely
  affect the interests of the Holders of Securities of any series; or

(xi)    to modify, alter, amend or supplement this Indenture
  in any other respect that is not materially adverse to Holders, that does not
  involve a change described in clauses (i), (ii) or (iii) of Section 902 hereof,
  and that, in the reasonable 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 an 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,
  however, that no such supplemental indenture shall, without the
  consent of the Holder of each Outstanding Security affected thereby;

(i)    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);

(ii)    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

(iii)    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(viii).

A supplemental indenture that changes or eliminates any covenant or other provision
  of this Indenture that has expressly been included solely for the benefit of
  one or more particular series of Securities, or that 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 their 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 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.

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 X

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 payment 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 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 that 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:

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

(ii)    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

(iii)    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, the Company shall not issue, assume or guarantee any notes, bonds, debentures
  or other similar evidences of indebtedness of a kind typically traded on a stock
  exchange, 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:

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

(ii)    (A) any Lien created or arising over any property
  which is acquired, constructed or created by the Company, but only if (1) 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, (2) such Lien is created
  or arises on or before 90 days after the completion of such acquisition, construction
  or creation, and (3) such Lien is confined solely to the property so acquired,
  constructed or created; or (B) any Lien to secure indebtedness for borrowed
  money incurred in 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 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);

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

(iv)    (A) rights of financial institutions to offset
  credit balances in connection with the operation of cash management programs
  established for the benefit of the Company or in connection with the issuance
  of letters of credit for the benefit of the Company; (B) any Lien securing indebtedness
  of the Company for borrowed money incurred in connection with the financing
  of accounts receivable; (C) any Lien incurred or deposits made in the ordinary
  course of business, including, but not limited to, (1) any mechanics', materialmens',
  carriers', workmens', vendors' or other like Liens and (2) any Liens securing
  amounts in connection with workers' compensation, unemployment insurance, and
  other types of social security; (D) any Lien upon specific items of inventory
  or other goods and proceeds of the Company securing obligations of the Company
  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; (E) 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; (F) any Lien created by the Company 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; (G) 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; (H) 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 (I) 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;

(v)    Liens in favor of the Company or one of its subsidiaries;

(vi)    (A) Liens on any property or assets acquired from
  a corporation which is merged with or into the Company, 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 corporation); (B) 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 (C)
  any Lien created or outstanding on or over any asset of any company which becomes
  a 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 Subsidiary;

(vii)    Liens required by any contract or statute in order
  to permit the Company 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 to such governmental unit pursuant to the provisions of any contract
  or statute; (B) any Lien securing industrial revenue, development or similar
  bonds issued by or for the benefit of the Company, provided that such
  industrial revenue, development or similar bonds are non-recourse to the Company;
  and (C) any Lien securing taxes or assessments or other applicable governmental
  charges or levies;

(viii)    (A) 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 (B) 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

(ix)    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 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 (i) through (ix), 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 remain outstanding, it will not enter into any arrangement with
  any Person providing for the leasing by the Company of any assets which have
  been or are to be sold or transferred by the Company 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 and a subsidiary
  or 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 the Consolidated Net Tangible Assets; or

(vi)    the Company, within the 12 months preceding the
  sale or transfer or the 12 months following the sale or transfer, regardless
  of whether such sale or transfer may have been made by the Company, 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),
  (A) to the retirement of indebtedness for money borrowed, incurred or assumed
  by the Company which by its terms matures at, or is extendible or renewable
  at the option of the obligor to, a date more than 12 months after the date of
  incurring, assuming or guaranteeing such debt, or (B) to investment in any assets
  of the Company.

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 each signer of his or her duties as an officer of the Company he or she would
  normally have knowledge of any default by the Company in the performance and
  observance of any of the covenants contained in this Indenture, stating whether
  or not he or she has knowledge of any such default without regard to any period
  of grace of 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 a
  series if, before the time for such compliance, the Holders of a 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 of Securities of such series, (i) change the stated maturity
  upon which the principal of or the interest on the Securities of such series
  is due and payable, (ii) reduce the principal amount thereof or the rate of
  interest thereon, (iii) change any obligation of the Company to pay Additional
  Amounts with respect to such services, (iv) change any Place of Payment or the
  currency in which the Securities of such series or any premium or the interest
  thereon is payable, (v) 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 the redemption, on or after the Redemption Date), (vi) reduce the percentage
  in principal amount of the outstanding Securities of such series, the consent
  of whose holders is required for any waiver of compliance with certain provisions
  of the Indenture or certain defaults thereunder and their consequences provided
  for in the Indenture or (vii) reduce the requirements contained in the Indenture
  for quorum or voting with respect to such series. 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 will execute and deliver all such 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 the Indenture
  and under the documents, instruments and agreements required under the Indenture,
  and to carry out the intent of the 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 (the "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:

(i)    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;

(ii)    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;

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

(iv)    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.

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 or she would not have been entitled to payment of Additional Amounts by reason
  of any one or more of clauses (i) through (iv) 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 that 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. 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 that 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 upon
  receipt of written request 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 Letter of Representations, 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 upon receipt of written request 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.

SECTION 1011.   Limitation on the Incurrence of Additional
  Indebtedness by Certain Subsidiaries

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 remain outstanding, it shall prevent any Subsidiary, whether currently
  in existence or formed after the date hereof, that is a direct or indirect parent
  of Southern Investments UK plc, from incurring any indebtedness for borrowed
  money under any circumstances, excluding any indebtedness that exists as of
  the date hereof.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article

Securities of any series that 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 XI.

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 that 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 that 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 (i) the Company or (ii) 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 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:

(i)    the Redemption Date;

(ii)    the Redemption Price;

(iii)    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;

(iv)    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;

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

(vi)    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
  that 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 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 308.

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) that 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 Company may, at its option, by giving notice as provided in Section 1104,
  redeem all, but not less than all, of the Securities of any series, at a price
  equal to the outstanding principal amount thereof, together with accrued and
  unpaid interest, if any, to the Redemption Date, if:

(i)    the Company satisfies the Trustee prior to the giving
  of a notice that it has or will become obliged to pay Additional Amounts with
  respect to the Securities of such series as a result of 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 February 9, 2001; and

(ii)    such obligation cannot be avoided by the Company's
  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 obliged to pay such Additional Amounts were a payment in respect of the Company's
  Securities of such series due.

Prior to the publication of any notice of redemption pursuant to this paragraph,
  the Company will deliver to the Trustee an Officers' Certificate stating that
  the obligation referred to in clause (i) above cannot be avoided by the Company's
  taking reasonable measures available to it, and the Trustee shall accept such
  certificate as sufficient evidence of the satisfaction of the condition precedent
  set out in clause (ii) above, in which event it shall be conclusive and binding
  on the Holders.

ARTICLE XII

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,
  (i) 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, (ii) receive credit for optional sinking fund payments (not previously
  so credited) made pursuant to this Section 1202, or (iii) 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 (i) the amount of the next ensuing sinking fund payment for that
  series pursuant to the terms of that series, (ii) 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 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 (A) 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 (B) 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 shall 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 V and be 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 XIII

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 XIII for any of the following purposes:

(i)    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
  IX hereof;

(ii)    to remove the Trustee and appoint a successor trustee
  pursuant to Article VI hereof; and

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

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 as determined by the Trustee. 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 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, and 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 (i) proof of the holding of Securities of
  a series and of the appointment of proxies (ii) 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 II 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 Security.

(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
  1302 hereof may be adjourned from 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 to 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 therefor, 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 XIV

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 nonexclusive 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 System, 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 that 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 Manhattan, The City of New York on the terms and for the purposes of this
  Section 1401 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 1401 (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.

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.

[Remainder of page intentionally left blank.]

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.

|                                     | WPD HOLDINGS UK                                                                                         
|------------------------------------ | --------------------------------------------------------------------------------------------------------
|                                     | By                                                                                                      
|                                     |                                                                                                         
|Attest:                              |                                                                                                         
|____________________________________ |                                                                                                         
|                                     | BANKERS TRUST COMPANY, as Trustee,
        Principal Paying Agent, Security Registrar and Transfer Agent
|                                     | By                                                                                                      
|                                     |                                                                                                         
|Attest:                              |                                                                                                         
|____________________________________ |                                                                                                         
|                                     | DEUTSCHE BANK LUXEMBOURG S.A.,
        as Paying Agent and Transfer Agent                               
|                                     | By                                                                                                      
|                                     |                                                                                                         
|                                     |                                                                                                         
|                                     |