Exhibit 4k

THIS TRUST DEEDis made on 9th November, 1995
  BETWEEN:



(1)     SOUTH WALES ELECTRICITY
  plc, a company incorporated under the laws of England and Wales with company
  number 2366985, whose registered office is at Newport Road, St Mellons,
  Cardiff CF3 9XW (the "Issuer"); and



(2)     BANKERS TRUSTEE COMPANY
  LIMITED, a company incorporated under the laws of England and Wales with
  company number 338230, whose registered office is at 1 Appold Street, Broadgate,
  London EC2A 2HE, England (the "Trustee", which expression shall, wherever
  the context so admits, include such company and all other persons or companies
  for the time being the trustee or trustees of these presents) as trustee for
  the Holders and Couponholders (each as defined below).



WHEREAS:



(1)     By a resolution of the Board
  of Directors of the Issuer passed on 6th October, 1995 and resolutions of a
  duly authorised Committee thereof passed on 17thOctober, 1995 and 18th
  October, 1995, the Issuer has resolved to issue £150,000,000 9 1/4per cent. Bonds due 2020to be constituted by this Trust Deed.



(2)     The said Bonds in definitive
  form will be either in bearer form with Coupons attached or in registered form
  without Coupons but holders of definitive Bonds in bearer form will have the
  option to exchange such Bonds for definitive Bonds in registered form and vice
  versa, all upon and subject to the terms and conditions of these presents.



(3)     The Trustee has agreed to
  act as trustee of these presents for the benefit of the Holders and Couponholders
  upon and subject to the terms and conditions of these presents.



NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED
  as follows:



1.     DEFINITIONS

(A)     IN these presents unless there
  is anything in the subject or context inconsistent therewith the following expressions
  shall have the following meanings:



"Agency Agreement" means, in relation to the Securities
  of any series, the agreement appointing the initial Paying Agents and, if applicable,
  Registrar and/or Transfer Agents in relation to such Securities and any other
  agreement for the time being in force appointing Successor paying agents and,
  if applicable, registrars or transfer agents in relation to such Securities,
  or in connection with their duties, the terms of which have previously been
  approved in writing by the Trustee, together with any agreement for the time
  being in force amending or modifying with the prior written approval of the
  Trustee any of the aforesaid agreements in relation to such Securities;



"Agent Bank" means, in relation to the Securities of
  any relevant series, the bank initially appointed as agent bank in relation
  to such Securities by the Issuer pursuant to the relative Agent Bank Agreement
  or, if applicable, any Successor agent bank in relation to such Securities;



"Agent Bank Agreement" means, in relation to the Securities
  of any relevant series, the agreement (which may, but need not, be the relative
  Agency Agreement) appointing the initial Agent Bank in relation to such Securities
  and any other agreement for the time being in force appointing any Successor
  agent bank in relation to such Securities, or in connection with its duties,
  the terms of which have previously been approved in writing by the Trustee,
  together with any agreement for the time being in force amending or modifying
  with the prior written approval of the Trustee any of the aforesaid agreements
  in relation to such Securities;



"Appointee" means any attorney, manager, agent, delegate
  or other person appointed by the Trustee under these presents;



"Auditors" means the auditors for the time being of
  the Issuer or, in the event of their being unable or unwilling to carry out
  any action requested of them pursuant to the provisions of these presents, such
  other firm of accountants as may be nominated or approved in writing by the
  Trustee for the purposes of these presents, after consultation with the Issuer
  where, in the opinion of the Trustee, such consultation is practicable;



"Bearer Securities" means those of the Securities which
  are for the time being in bearer form;



"Cedel" means Cedel Bank, société anonyme;



"Conditions" means:



(i)     in relation to the Original
  Bonds, the Conditions in the form set out in the Second Schedule as the same
  may from time to time be modified in accordance with these presents and any
  reference in these presents to a particular specified Condition or paragraph
  of a Condition shall in relation to the Original Bonds be construed accordingly;
  and



(ii)     in relation to the Further
  Securities of any series, the Conditions in the form set out or referred to
  in the supplemental Trust Deed relating thereto as the same may from time to
  time be modified in accordance with these presents and any reference in these
  presents to a particular specified Condition or paragraph of a Condition shall
  in relation to the Further Securities of any series, unless either referring
  specifically to a particular specified Condition or paragraph of a Condition
  of such Further Securities or the context otherwise requires, be construed as
  a reference to the provisions (if any) in the Conditions thereof which correspond
  to the provisions of the particular specified Condition or paragraph of a Condition
  of the Original Bonds;



"Couponholders" means the several persons who are for
  the time being holders of the Coupons;



"Coupons" means the bearer interest coupons appertaining
  to the Bearer Securities in definitive form or, as the context may require,
  a specific number thereof and includes any replacements for Coupons issued pursuant
  to Condition 15 and, where the context so permits, the Talons;



"Euroclear" means Morgan Guaranty Trust Company of New
  York, Brussels office, as operator of the Euroclear System;



"Event of Default" means any of the conditions, events
  or acts provided in Condition 12 to be events upon the happening of which
  the Securities of any series would, subject only to notice by the Trustee as
  therein provided, become immediately due and repayable;



"Excluded Subsidiary" has the meaning set out in Condition
  21;



"Extraordinary Resolution" has the meaning set out in
  paragraph 20 of the Fourth Schedule;



"Further Securities" means bonds or notes (whether in
  bearer or registered form) of the Issuer constituted by a Trust Deed supplemental
  to this Trust Deed pursuant to Clause 2(D) or the principal amount thereof
  for the time being outstanding or as the context may require a specific number
  thereof and includes any replacements for Further Securities issued pursuant
  to Condition 15 and where applicable any Global Security issued in respect
  thereof;



"Global Security" means the Original Global Bond and/or
  any other global bond or note issued in respect of the Further Securities of
  any series and includes any replacements for Global Securities issued pursuant
  to Condition 15;



"Group" means the Issuer and its Subsidiary Undertakings
  and "member of the Group" shall be construed accordingly;



"Holders" means the several persons who are for the
  time being holders of the Securities (being, in the case of Bearer Securities,
  the bearers thereof and, in the case of Registered Securities, the several persons
  whose names are entered in the register of holders of the Registered Securities
  as the holders thereof) and the words "holder" and "holders" and
  related expressions shall (where appropriate) be construed accordingly;



"indebtedness for borrowed money" has the meaning set
  out in Condition 21;



"Liability" means any loss, damage, cost, charge, claim,
  demand, expense, judgment, action, proceeding or other liability whatsoever
  (including, without limitation, in respect of taxes, duties, levies, imposts
  and other charges) and including any value added tax or similar tax charged
  or chargeable in respect thereof and legal fees and expenses on a full indemnity
  basis;



"Original Bearer Bonds" means those of the Original
  Bonds which are for the time being in bearer form;



"Original Bondholders" means the several persons who
  are for the time being holders of the Original Bonds;



"Original Bonds" means the bonds (whether in bearer
  or registered form) comprising the said £150,000,000 9 1/4per
  cent. Bonds due 2020 of the Issuer hereby constituted or the principal amount
  thereof for the time being outstanding or, as the context may require, a specific
  number thereof and includes any replacements for Original Bonds (whether in
  bearer or registered form as the case may be) issued pursuant to Condition 15
  and (except for the purposes of Clause 3) the Original Global Bond;



"Original Couponholders" means the several persons who
  are for the time being holders of the Original Coupons;



"Original Coupons" means the Coupons appertaining to
  the Original Bearer Bonds in definitive form;



"Original Global Bond" means the global bond in respect
  of the Original Bonds to be issued pursuant to Clause 3(A) in the form
  or substantially in the form set out in the First Schedule;



"Original Registered Bonds" means those of the Original
  Bonds which are for the time being in registered form;



"Original Talons" means the Talons appertaining to the
  Original Bearer Bonds;



"outstanding" means in relation to the Securities all
  the Securities issued other than:



(a)     those Securities which have
  been redeemed pursuant to these presents;



(b)     those Securities in respect
  of which the date for redemption in accordance with the Conditions has occurred
  and the redemption moneys (including premium (if any) and all interest payable
  thereon) have been duly paid to the Trustee or to the Principal Paying Agent
  in the manner provided in the Agency Agreement (and where appropriate notice
  to that effect has been given to the relative Holders in accordance with Condition 16)
  and remain available for payment against presentation and, where applicable,
  surrender of the relevant Securities and/or Coupons;



(c)     those Securities which have
  been purchased and cancelled in accordance with Condition 8 or 9;



(d)     those Securities which have
  become void under Condition 11;



(e)     those mutilated or defaced
  Securities which have been surrendered and cancelled and in respect of which
  replacements have been issued pursuant to Condition 15;



(f)     (for the purpose only of ascertaining
  the principal amount of the Securities outstanding and without prejudice to
  the status for any other purpose of the relevant Securities) those Securities
  which are alleged to have been lost, stolen or destroyed and in respect of which
  replacements have been issued pursuant to Condition 15;



(g)     any Global Security to the
  extent that it shall have been exchanged for another Global Security in respect
  of the Securities of the relevant series or for the Securities of the relevant
  series in definitive form pursuant to its provisions; and



(h)     those Bearer Securities which
  have been exchanged for Registered Securities and, where applicable, vice
  versaand which have been cancelled or, if permitted by the Conditions of
  such Securities, are for the time being retained by or on behalf of the Issuer,
  in each case pursuant to the provisions of these presents;



PROVIDED THAT for each of the following purposes, namely:



(i)     the right to attend and vote
  at any meeting of the Holders or any of them;



(ii)     the determination of how
  many and which Securities are for the time being outstanding for the purposes
  of Clause 8(A), Conditions 12, 13 and 17 and paragraphs 2, 5,
  6 and 9 of the Fourth Schedule;



(iii)     any discretion, power or
  authority (whether contained in these presents or vested by operation of law)
  which the Trustee is required, expressly or impliedly, to exercise in or by
  reference to the interests of the Holders or any of them; and



(iv)     the determination by the
  Trustee whether any event, circumstance, matter or thing is, in its opinion,
  materially prejudicial to the interests of the Holders or any of them,



those Securities (if any) which are for the time being held
  by or on behalf of the Issuer, any Subsidiary Undertaking of the Issuer, any
  holding company of the Issuer or any other Subsidiary Undertaking of any such
  holding company, in each case as beneficial owner, shall (unless and until ceasing
  to be so held) be deemed not to remain outstanding;



"Paying Agents" means, in relation to the Securities
  of any series, the several institutions (including where the context permits
  the Principal Paying Agent) at their respective specified offices initially
  appointed as paying agent in relation to such Securities by the Issuer pursuant
  to the relative Agency Agreement and/or, if applicable, any Successor paying
  agents in relation to such Securities;



"PES Licence" has the meaning set out in Condition 21;



"PES Subsidiary" has the meaning set out in Condition
  21;



"Potential Event of Default" means any condition, event
  or act which, with the lapse of time and/or the issue, making or giving of any
  notice, certification, declaration, demand, determination and/or request and/or
  the taking of any similar action and/or the fulfilment of any similar condition,
  would constitute an Event of Default;



"Principal Paying Agent" means, in relation to the Securities
  of any series, the institution at its specified office initially appointed as
  principal paying agent in relation to such Securities by the Issuer pursuant
  to the relative Agency Agreement or, if applicable, any Successor principal
  paying agent in relation to such Securities;



"Principal Subsidiary" means at any time a Subsidiary
  of the Issuer (not being an Excluded Subsidiary or any other Subsidiary of the
  Issuer whose only indebtedness for borrowed money is Project Finance Indebtedness):



(a)     whose net profits before tax
  (consolidated in the case of a Subsidiary which itself has Subsidiaries and
  which, in the normal course, prepares consolidated accounts) or whose gross
  assets (consolidated in the case aforesaid) represent in each case (or, in the
  case of a Subsidiary acquired after the end of the financial period to which
  the then latest relevant audited consolidated accounts of the Group relate,
  are equal to) 20 per cent. or more of the consolidated net profits before
  tax or, as the case may be, consolidated gross assets of the Group, all as calculated
  respectively by reference to the then latest audited accounts (consolidated
  or, as the case may be, unconsolidated) of such Subsidiary and the then latest
  audited consolidated accounts of the Group, provided that:



(i)     in the case of a Subsidiary
  acquired after the end of the financial period to which the then latest relevant
  audited consolidated accounts relate, the reference to the then latest audited
  consolidated accounts for the purposes of the calculation above shall, until
  consolidated accounts for the financial period in which the acquisition is made
  have been prepared and audited as aforesaid, be deemed to be a reference to
  such first-mentioned accounts as if such Subsidiary had been shown in such accounts
  by reference to its then latest relevant audited accounts, adjusted as deemed
  appropriate by the Auditors; and



(ii)     if, in the case of a Subsidiary
  which itself has Subsidiaries, no consolidated accounts are prepared and audited,
  its consolidated net profits before tax and consolidated gross assets shall
  be determined on the basis of pro forma consolidated accounts of the
  relevant Subsidiary and its Subsidiaries prepared and audited for this purpose
  by the Auditors or the auditors for the time being of the relevant Subsidiary;
  or



(b)     to which is transferred all
  or substantially all of the business, undertaking and assets of a Subsidiary
  of the Issuer which immediately prior to such transfer is a Principal Subsidiary,
  provided that the transferor Subsidiary shall upon such transfer forthwith cease
  to be a Principal Subsidiary and the transferee Subsidiary shall cease to be
  a Principal Subsidiary pursuant to this sub-paragraph (b) on the date on which
  the consolidated accounts of the Group for the financial period current at the
  date of such transfer have been prepared and audited as aforesaid but so that
  such transferor Subsidiary or such transferee Subsidiary may be a Principal
  Subsidiary on or at any time after the date on which such consolidated accounts
  have been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph
  (a) above or before, on or at any time after such date by virtue of the provisions
  of this sub-paragraph (b) or sub-paragraph (c) below; or



(c)     to which is transferred a
  business, an undertaking or assets which, taken together with the business,
  undertaking and assets of the transferee Subsidiary, generated (or, in the case
  of the transferee Subsidiary being acquired after the end of the financial period
  to which the then latest relevant audited consolidated accounts of the Group
  relate, generate net profits before tax equal to) 20 per cent. or more
  of the consolidated net profits before tax, or represent (or, in the case aforesaid,
  are equal to) 20 per cent. or more of the consolidated gross assets, of
  the Group, all as calculated as referred to in sub-paragraph (a) above, provided
  that the transferor Subsidiary (if a Principal Subsidiary) shall upon such transfer
  forthwith cease to be a Principal Subsidiary unless immediately following such
  transfer its business, undertaking and assets generate (or, in the case aforesaid,
  generate net profits before tax equal to) 20 per cent. or more of the consolidated
  net profits before tax, or its assets represent (or, in the case aforesaid,
  are equal to) 20 per cent. or more of the consolidated gross assets, of
  the Group, all as calculated as referred to in sub-paragraph (a) above, and
  the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant
  to this sub-paragraph (c) on the date on which the consolidated accounts of
  the Group for the financial period current at the date of such transfer have
  been prepared and audited but so that such transferor Subsidiary or such transferee
  Subsidiary may be a Principal Subsidiary on or at any time after the date on
  which such consolidated accounts have been prepared and audited as aforesaid
  by virtue of the provisions of sub-paragraph (a) above or before, on or at any
  time after such date by virtue of the provisions of this sub-paragraph (c)
  or sub-paragraph (b) above.



For the purposes of this definition if there shall at any time
  not be any relevant audited consolidated accounts of the Group, references thereto
  herein shall be deemed to refer to a consolidation by the Auditors of the relevant
  audited accounts of the Group.



A report by the Auditors that in their opinion a Subsidiary
  of the Issuer is or is not or was or was not at any particular time or throughout
  any specified period a Principal Subsidiary shall, in the absence of manifest
  error, be conclusive and binding on all parties;



"Project Finance Indebtedness" has the meaning set out
  in Condition 21;



"Reference Banks" means, in relation to the Securities
  of any relevant series, the several banks initially appointed as reference banks
  in relation to such Securities by the Issuer and referred to in the Conditions
  of such Securities and/or, if applicable, any Successor reference banks in relation
  to such Securities;



"Registered Securities" means those of the Securities
  which are for the time being in registered form;



"Registrar" means, in relation to the Securities of
  any relevant series (being, or which are exchangeable for, Registered Securities),
  the institution at its specified office initially appointed as registrar in
  relation to such Securities by the Issuer pursuant to the relative Agency Agreement
  or, if applicable, any Successor registrar in relation to such Securities;



"Relevant Date" has the meaning set out in Condition 10;



"Relevant Indebtedness" has the meaning set out in Condition
  21;



"repay", "redeem" and "pay" shall each
  include both the others and cognate expressions shall be construed accordingly;



"Securities" means, as the context may require, the
  Original Bonds and/or any Further Securities and/or any series thereof;



Security" has the meaning
  set out in Condition 21;



"Subsidiary" has the meaning set out in Condition 21;



"Subsidiary Undertaking" has the meaning set out in
  Condition 21;



"Successor" means, in relation to the Agent Bank, the
  Principal Paying Agent, the other Paying Agents, the Reference Banks, the Registrar
  and the Transfer Agents, any successor to any one or more of them in relation
  to the Securities of the relevant series which shall become such pursuant to
  the provisions of these presents, the relative Agent Bank Agreement and/or the
  relative Agency Agreement (as the case may be) and/or such other or further
  agent bank, principal paying agent, paying agents, reference banks, registrar
  and/or transfer agents (as the case may be) in relation to such Securities as
  may (with the prior approval of, and on terms previously approved by, the Trustee
  in writing) from time to time be appointed as such, and/or, if applicable, such
  other or further specified offices (in the former case being within the same
  city as those for which they are substituted) as may from time to time be nominated,
  in each case by the Issuer, and (except in the case of the initial appointments
  and specified offices made under and specified in the Conditions, the relative
  Agent Bank Agreement and/or the relative Agency Agreement, as the case may be)
  notice of whose appointment or, as the case may be, nomination has been given
  to the relevant Holders pursuant to Clause 13(xiii) in accordance with
  Condition 16;



"serial number" shall, in the case of Registered Securities,
  be deemed to refer to the certificate number relating to any Registered Security;



"Talons" means the talons appertaining to, and exchangeable
  in accordance with the provisions therein contained for further Coupons appertaining
  to, the Bearer Securities of any relevant series and includes any replacements
  for Talons issued pursuant to Condition 15;



"The Stock Exchange" means, in relation to the Securities
  of any relevant series, the stock exchange or exchanges (if any) on which such
  Securities are quoted or listed on the issue thereof;



"these presents" means this Trust Deed and the Schedules
  and any Trust Deed supplemental hereto and the Schedules (if any) thereto and
  the Securities, the Coupons and the Conditions, all as from time to time modified
  in accordance with the provisions herein or therein contained;



"Transfer Agents" means, in relation to the Securities
  of any relevant series (being, or which are exchangeable for, Registered Securities),
  the institutions at their respective specified offices initially appointed as
  transfer agents in relation to such Securities by the Issuer pursuant to the
  relative Agency Agreement and/or, if applicable, any Successor transfer agents
  in relation to such Securities;



"Trust Corporation" means a corporation entitled by
  rules made under the Public Trustee Act 1906 of Great Britain or entitled pursuant
  to any other comparable legislation applicable to a trustee in any other jurisdiction
  to carry out the functions of a custodian trustee;



words denoting the singular shall include the plural and vice
  versa;



words denoting one gender only shall include the other genders;
  and



words denoting persons only shall include firms and corporations
  and vice versa.



(B)     (i)     All
  references in these presents to principal and/or premium and/or interest in
  respect of the Securities or to any moneys payable by the Issuer under these
  presents shall be deemed to include a reference to any additional amounts which
  may be payable under Condition 10 or, if applicable, under any undertaking
  or covenant given pursuant to Clause 13(xv) or Clause 20(A)(2)(ii).



(ii)     All references in these presents
  to principal or principal amount shall, unless the context otherwise requires,
  be deemed to include the Redemption Price (as defined in Condition 8(b)(ii)).



(iii)     All references in these
  presents to "pounds", "sterling", "pounds sterling" or
  the sign "£" shall be construed as references to the lawful currency
  for the time being of the United Kingdom.



(iv)     All references in these presents
  to any statute or any provision of any statute shall be deemed also to refer
  to any statutory modification or re-enactment thereof or any statutory instrument,
  order or regulation made thereunder or under any such modification or re-enactment.



(v)     All references in these presents
  to guarantees or to an obligation being guaranteed shall be deemed to include
  respectively references to indemnities or to an indemnity being given in respect
  thereof.



(vi)     All references in these presents
  to any action, remedy or method of proceeding for the enforcement of the rights
  of creditors shall be deemed to include, in respect of any jurisdiction other
  than England, references to such action, remedy or method of proceeding for
  the enforcement of the rights of creditors available or appropriate in such
  jurisdiction as shall most nearly approximate to such action, remedy or method
  of proceeding described or referred to in these presents.



(vii)     All references in these
  presents to taking proceedings against the Issuer shall be deemed to include
  references to proving in the winding up of the Issuer.



(viii)     Unless the context otherwise
  requires words or expressions used in these presents shall bear the same meanings
  as in the Companies Act 1985 of Great Britain.



(ix)     In this Trust Deed references
  to Schedules, Clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed
  as references to the Schedules to this Trust Deed and to the Clauses, sub-clauses,
  paragraphs and sub-paragraphs of this Trust Deed respectively.



(x)     In these presents tables
  of contents and Clause headings are included for ease of reference and shall
  not affect the construction of these presents.



2.     Covenant
  To Repay And To Pay Interest On Original bonds

(A)     THE aggregate principal amount
  of the Original Bonds is limited to £150,000,000.



(B)     The Issuer covenants with
  the Trustee that it will, in accordance with these presents, on the due date
  for the final maturity of the Original Bonds provided for in the Conditions,
  or on such earlier date as the same or any part thereof may become due and repayable
  thereunder, pay or procure to be paid unconditionally to or to the order of
  the Trustee in pounds sterling in London in immediately available funds the
  principal amount of the Original Bonds repayable on that date and shall in the
  meantime and until such date (both before and after any judgment or other order
  of a court of competent jurisdiction) pay or procure to be paid unconditionally
  to or to the order of the Trustee as aforesaid interest (which shall accrue
  from day to day) on the principal amount of the Original Bonds at the rate of
  9 1/4per cent. per annum payable annually in arrear on 9thNovember,
  the first such payment to be made on 9thNovember, 1996 and to represent
  a full year's interest PROVIDED THAT:



(i)     every payment of principal
  or interest in respect of the Original Bearer Bonds and every payment of principal
  in respect of the Original Registered Bonds to or to the account of the Principal
  Paying Agent in the manner provided in the Agency Agreement shall operate in
  satisfaction pro tantoof the relative covenant by the Issuer in this
  Clause except to the extent that there is default in the subsequent payment
  thereof in accordance with the Conditions to the Original Bondholders or Original
  Couponholders (as the case may be);



(ii)     every payment of interest
  in respect of the Original Registered Bonds to the relevant Original Bondholders
  as provided in the Conditions (whether by the Issuer or the Registrar) shall
  operate in satisfaction pro tanto of the relative covenant by the Issuer
  in this Clause;



(iii)     in any case where any payment
  of principal is not made to the Trustee or the Principal Paying Agent on or
  before the due date, interest shall continue to accrue on the principal amount
  of the relevant Original Bonds (both before and after any judgment or other
  order of a court of competent jurisdiction) at the rate aforesaid (or, if higher,
  the rate of interest on judgment debts for the time being provided by English
  law) up to and including the date which the Trustee determines to be the date
  on and after which payment is to be made to the Original Bondholders in respect
  thereof as stated in a notice given to the Original Bondholders in accordance
  with Condition 16 (such date to be not later than 45 days after the day on which
  the whole of such principal amount, together with an amount equal to the interest
  which has accrued and is to accrue pursuant to this proviso up to and including
  that date, has been received by the Trustee or the Principal Paying Agent);
  and



(iv)     in any case where payment
  of the whole or any part of the principal amount of any Original Bond is improperly
  withheld or refused upon due presentation thereof (other than in circumstances
  contemplated by proviso (iii) above) interest shall accrue on that
  principal amount payment of which has been so withheld or refused (both before
  and after any judgment or other order of a court of competent jurisdiction)
  at the rate aforesaid from and including the date of such withholding or refusal
  up to and including the date on which, upon further presentation of the relevant
  Original Bond, payment of the full amount (including interest as aforesaid)
  in pounds sterling payable in respect of such Original Bond is made or (if earlier)
  the seventh day after notice is given to the relevant Original Bondholder (either
  individually or in accordance with Condition 16) that the full amount (including
  interest as aforesaid) in pounds sterling payable in respect of such Original
  Bond is available for payment, provided that, upon further presentation thereof
  being duly made, such payment is made.



The Trustee will hold the benefit of this covenant on trust
  for the Original Bondholders and the Original Couponholders and itself in accordance
  with these presents.



TRUSTEE'S
  REQUIREMENTS REGARDING PAYING AGENTS

(C)     At any time after an Event
  of Default or a Potential Event of Default shall have occurred or the Securities
  shall otherwise have become due and repayable or the Trustee shall have received
  any money which it proposes to pay in accordance with these presents under Clause 9
  to the Holders and/or Couponholders, the Trustee may:



(i)     by notice in writing to the
  Issuer, the Principal Paying Agent, the other Paying Agents, the Registrar and
  the Transfer Agents require the Principal Paying Agent, the other Paying Agents,
  the Registrar and the Transfer Agents pursuant to the Agency Agreement:



(a)     to act thereafter as Principal
  Paying Agent, Paying Agents, Registrar and Transfer Agents respectively of the
  Trustee in relation to payments to be made by or on behalf of the Trustee under
  the provisions of these presents mutatis mutandison the terms provided
  in the Agency Agreement (save that the Trustee's liability under any provisions
  thereof for the indemnification, remuneration and payment of out-of-pocket expenses
  of the Paying Agents, the Registrar and the Transfer Agents shall be limited
  to the amounts for the time being held by the Trustee on the trusts of these
  presents relating to the relative Securities and available for such purpose)
  and thereafter to hold all Securities and Coupons and all sums, documents and
  records held by them in respect of Securities and Coupons on behalf of the Trustee;
  or



(b)     to deliver up all Securities
  and Coupons and all sums, documents and records held by them in respect of Securities
  and Coupons to the Trustee or as the Trustee shall direct in such notice provided
  that such notice shall be deemed not to apply to any documents or records which
  the relative Paying Agent, the Registrar or the relative Transfer Agent, as
  the case may be, is obliged not to release by any law or regulation; and



(ii)     by notice in writing to the
  Issuer require it to make all subsequent payments in respect of the Securities
  and Coupons to or to the order of the Trustee and not to the Principal Paying
  Agent; with effect from the issue of any such notice to the Issuer and until
  such notice is withdrawn proviso (i) to sub-clause (B) of this Clause
  relating to the Original Bonds and any similar provisos relating to any Further
  Securities shall cease to have effect.



FURTHER
  ISSUES

(D)     (i)     The
  Issuer shall be at liberty from time to time (but subject always to the provisions
  of these presents) without the consent of the Holders or Couponholders to create
  and issue further bonds or notes (whether in bearer or registered form) either
  (a) ranking pari passu in all respects (or in all respects save
  for the first payment of interest thereon), and so that the same shall be consolidated
  and form a single series, with the Original Bonds and/or the Further Securities
  of any series or (b) upon such terms as to ranking, interest, conversion,
  redemption and otherwise as the Issuer may at the time of issue thereof determine.



(ii)     Any further bonds or notes
  which are to be created and issued pursuant to the provisions of paragraph (i)
  above so as to form a single series with the Original Bonds and/or the Further
  Securities of any series shall be constituted by a trust deed supplemental to
  this Trust Deed and any other further bonds or notes which are to be created
  and issued pursuant to the provisions of paragraph (i) above may (subject
  to the consent of the Trustee) be constituted by a trust deed supplemental to
  this Trust Deed. In any such case the Issuer shall prior to the issue of any
  further bonds or notes to be so constituted (being Further Securities) execute
  and deliver to the Trustee a trust deed supplemental to this Trust Deed (in
  relation to which all applicable stamp duties or other documentation fees, duties
  or taxes have been paid and, if applicable, duly stamped or denoted accordingly)
  and containing a covenant by the Issuer in the form mutatis mutandisof
  Clause 2(B) in relation to the principal, premium (if any) and interest
  in respect of such Further Securities and such other provisions (whether or
  not corresponding to any of the provisions contained in this Trust Deed) as
  the Trustee shall require.



(iii)     A memorandum of every such
  supplemental Trust Deed shall be endorsed by the Trustee on this Trust Deed
  and by the Issuer on its duplicate of this Trust Deed.



(iv)     Whenever it is proposed to
  create and issue any further bonds or notes the Issuer shall give to the Trustee
  not less than 14 days' notice in writing of its intention so to do stating the
  amount of further bonds or notes proposed to be created and issued.



(E)     Any Further Securities not
  forming a single series with the Original Bonds or Further Securities of any
  series shall form a separate series and accordingly, unless for any purpose
  the Trustee in its absolute discretion shall otherwise determine, the provisions
  of sub-clause (C) of this Clause and of Clauses 4 to 21 (both
  inclusive) and 22(B) and the Third and Fourth Schedules shall apply mutatis
  mutandis separately and independently to each series of the Securities and
  in such Clauses and Schedules the expressions "Securities", "Holders",
  "Coupons", "Couponholders" and "Talons" shall be construed
  accordingly.



3.     Form
  And Issue Of Original Bonds And Original Coupons

(A)     THE Original Bearer Bonds
  shall be represented initially by the Original Global Bond which the Issuer
  shall issue to a bank depositary common to both Euroclear and Cedel on terms
  that such depositary shall hold the same for the account of the persons who
  would otherwise be entitled to receive the Original Bearer Bonds in definitive
  form ("Definitive Original Bearer Bonds") (as notified to such depositary
  by UBS Limited, on behalf of the Managers of the issue of the Original Bonds)
  and the successors in title to such persons as appearing in the records of Euroclear
  and Cedel for the time being.



(B)     The Original Global Bond shall
  be printed or typed in the form or substantially in the form set out in the
  First Schedule and may be a facsimile. The Original Global Bond shall be in
  the aggregate principal amount of £150,000,000 and shall be signed manually
  or in facsimile by one of the Directors of the Issuer on behalf of the Issuer
  and shall be authenticated by or on behalf of the Principal Paying Agent. The
  Original Global Bond so executed and authenticated shall be a binding and valid
  obligation of the Issuer.



(C)     The Issuer shall issue the
  Definitive Original Bearer Bonds (together with the unmatured Original Coupons
  attached) in exchange for the Original Global Bond in accordance with the provisions
  thereof. Pending exchange of the entire principal amount of the Original Global
  Bond the holder thereof shall, subject to the terms thereof, be deemed to be
  the holder of the Original Bonds and the Original Coupons represented thereby
  for all purposes.



(D)     (i)     The
  Definitive Original Bearer Bonds and the Original Coupons shall be to bearer
  in the respective forms or substantially in the respective forms set out in
  the Second Schedule and the Definitive Original Bearer Bonds shall be issued
  in the denominations of £1,000, £10,000 and £100,000 each
  (serially numbered) and shall be endorsed with the Conditions. Title to the
  Definitive Original Bearer Bonds and the Original Coupons shall pass by delivery.



(ii)     The Original Registered Bonds
  shall be issued in definitive registered form, shall be issued in the form or
  substantially in the form set out in the Second Schedule, shall be in the denomination
  and transferable in units of £1 each or integral multiples thereof, shall
  be serially numbered and shall be endorsed with a form of transfer in the form
  or substantially in the form also set out in the Second Schedule and with the
  Conditions. Title to the Original Registered Bonds shall pass upon the registration
  of transfers in respect thereof in accordance with the provisions of these presents.



(E)     The Definitive Original Bearer
  Bonds and the Original Registered Bonds shall be signed manually or in facsimile
  by one of the Directors of the Issuer on behalf of the Issuer and the Definitive
  Original Bearer Bonds shall be authenticated by or on behalf of the Principal
  Paying Agent. The Issuer may use the facsimile signature of any person who at
  the date such signature is affixed is a Director of the Issuer notwithstanding
  that at the time of issue of any of the Definitive Original Bearer Bonds or
  the Original Registered Bonds he may have ceased for any reason to be the holder
  of such office. The Original Coupons shall not be signed. The Definitive Original
  Bearer Bonds so executed and authenticated, the Original Registered Bonds so
  executed, and the Original Coupons, upon execution and authentication of the
  relevant Definitive Original Bearer Bonds, shall be binding and valid obligations
  of the Issuer.



4.     Fees,
  Duties And Taxes

THE Issuer will pay any stamp, issue, registration, documentary
  and other fees, duties and taxes, including interest and penalties, payable
  on or in connection with (i) the execution and delivery of these presents,
  (ii) the constitution and original issue of the Securities and the Coupons
  and (iii) any action taken by or on behalf of the Trustee or (where permitted
  under these presents so to do) any Holder or Couponholder to enforce, or to
  resolve any doubt concerning, or for any other purpose in relation to, these
  presents.



5.     Covenant
  Of Compliance

THE Issuer covenants with the Trustee that it will comply with
  and perform and observe all the provisions of these presents which are expressed
  to be binding on it. The Conditions shall be binding on the Issuer, the Holders
  and the Couponholders. The Trustee shall be entitled to enforce the obligations
  of the Issuer under the Securities and the Coupons as if the same were set out
  and contained in the Trust Deeds constituting the same, which shall be read
  and construed as one document with the Securities and the Coupons. The Trustee
  shall hold the benefit of this covenant upon trust for itself and the Holders
  and the Couponholders according to its and their respective interests.



6.     Cancellation
  Of Securities And Records

(A)     THE Issuer shall procure that
  all Securities (i) redeemed or (ii) purchased for cancellation by or on
  behalf of the Issuer or any Subsidiary Undertaking of the Issuer or (iii) which,
  being mutilated or defaced, have been surrendered and replaced pursuant to Condition 15
  or (iv) exchanged as provided in these presents (together in each case
  with all unmatured Coupons attached thereto or delivered therewith) and all
  Coupons paid in accordance with the Conditions or which, being mutilated or
  defaced, have been surrendered and replaced pursuant to Condition 15 and
  all Talons exchanged in accordance with the Conditions for further Coupons shall
  forthwith be cancelled by or on behalf of the Issuer and a certificate stating:



(a)     the aggregate principal amount
  of Securities which have been redeemed and the aggregate amounts in respect
  of Coupons which have been paid;



(b)     the serial numbers of such
  Securities in definitive form distinguishing between Bearer Securities and Registered
  Securities;



(c)     the total numbers (where applicable,
  of each denomination) by maturity date of such Coupons;



(d)     the aggregate amount of interest
  paid (and the due dates of such payments) on Global Securities and/or on Registered
  Securities;



(e)     the aggregate principal amount
  of Securities (if any) which have been purchased by or on behalf of the Issuer
  or any Subsidiary Undertaking of the Issuer and cancelled and the serial numbers
  of such Securities in definitive form and the total number (where applicable,
  of each denomination) by maturity date of the Coupons attached thereto or surrendered
  therewith;



(f)     the aggregate principal amounts
  of Securities and the aggregate amounts in respect of Coupons which have been
  so exchanged or surrendered and replaced and the serial numbers of such Securities
  in definitive form and the total number (where applicable, of each denomination)
  by maturity date of such Coupons;



(g)     the total number (where applicable,
  of each denomination) by maturity date of unmatured Coupons missing from Securities
  in definitive form bearing interest at a fixed rate which have been redeemed
  or exchanged or surrendered and replaced and the serial numbers of the Bearer
  Securities in definitive form to which such missing unmatured Coupons appertained;
  and



(h)     the total number (where applicable,
  of each denomination) by maturity date of Talons which have been exchanged for
  further Coupons,



shall be given to the Trustee by or on behalf of the Issuer
  as soon as possible and in any event within four months after the date of such
  redemption, purchase, payment, exchange or replacement (as the case may be).
  The Trustee may accept such certificate as conclusive evidence of redemption,
  purchase, exchange or replacement pro tantoof the Securities or payment
  of interest thereon or exchange of the Talons respectively and of cancellation
  of the relative Securities and Coupons.



(B)     The Issuer shall procure (i) that
  the Principal Paying Agent shall keep a full and complete record of all Securities
  and Coupons (other than serial numbers of Coupons) and of their redemption,
  purchase for cancellation by or on behalf of the Issuer, any Subsidiary Undertaking
  of the Issuer, any holding company of the Issuer or any other Subsidiary Undertaking
  of any such holding company, cancellation, payment or exchange (as the case
  may be) and of all replacement securities or coupons or talons issued in substitution
  for lost, stolen, mutilated, defaced or destroyed Securities or Coupons (ii) that
  the Principal Paying Agent shall in respect of the Coupons of each maturity
  retain (in the case of Coupons other than Talons) until the expiry of 10 years
  from the Relevant Date in respect of such Coupons and (in the case of Talons)
  indefinitely either all paid or exchanged Coupons of that maturity or a list
  of the serial numbers of Coupons of that maturity still remaining unpaid or
  unexchanged and (iii) that such records and Coupons (if any) shall be made
  available to the Trustee at all reasonable times.



7.     ENFORCEMENT

(A)     THE Trustee may at any time
  when entitled so to do, at its discretion and without notice, take such proceedings
  and/or other action as it may think fit against or in relation to the Issuer
  to enforce its obligations under these presents.



(B)     Proof that as regards any
  specified Security or Coupon the Issuer has made default in paying any amount
  due in respect of such Security or Coupon shall (unless the contrary be proved)
  be sufficient evidence that the same default has been made as regards all other
  Securities or Coupons (as the case may be) in respect of which the relevant
  amount is due and payable.



(C)     References in the provisions
  of any Trust Deed supplemental to this Trust Deed corresponding to provisos
  (ii) and (iii) to Clause 2(B) to "the rate aforesaid" shall, in respect
  of any Securities bearing interest at a floating or variable rate, in the event
  of such Securities having become due and repayable, with effect from the expiry
  of the interest period during which such Securities become due and repayable,
  be construed as references to a rate of interest calculated mutatis mutandisin accordance with the Conditions except that no notices need be published
  in respect thereof.



8.     PROCEEDINGS,
  ACTION AND INDEMNIFICATION

(A)     THE Trustee shall not be bound
  to take any proceedings mentioned in Clause 7(A) or any other action in
  relation to these presents unless respectively directed or requested to do so
  (i) by an Extraordinary Resolution or (ii) in writing by the holders
  of at least one-quarter in principal amount of the Securities then outstanding
  and in either case then only if it shall be indemnified to its satisfaction
  against all Liabilities to which it may thereby render itself liable or which
  it may incur by so doing.



(B)     Only the Trustee may enforce
  the provisions of these presents. No Holder or Couponholder shall be entitled
  to proceed directly against the Issuer to enforce the performance of any of
  the provisions of these presents unless the Trustee having become bound as aforesaid
  to take proceedings fails to do so within a reasonable period and such failure
  is continuing.



9.     APPLICATION OF MONEYS

ALL moneys received by the Trustee under these presents shall,
  unless and to the extent attributable in the opinion of the Trustee to a particular
  series of the Securities, be apportioned pari passuand rateably between
  each series of the Securities, and all moneys received by the Trustee under
  these presents to the extent attributable in the opinion of the Trustee to a
  particular series of the Securities or which are apportioned to such series
  as aforesaid (including any moneys which represent principal, premium or interest
  in respect of Securities or Coupons which have become void under Condition 11)
  shall be held by the Trustee upon trust to apply them (subject to Clause 11):



FIRST in payment or satisfaction of all amounts then due and
  unpaid under Clauses 14 and/or 15(J) to the Trustee and/or any Appointee;



SECONDLY in or towards payment pari passuand rateably
  of all principal, premium (if any) and interest then due and unpaid in respect
  of the Securities of that series;



THIRDLY in or towards payment pari passu and rateably
  of all principal, premium (if any) and interest then due and unpaid in respect
  of the Securities of each other series; and



FOURTHLY in payment of the balance (if any) to the Issuer (without
  prejudice to, or liability in respect of, any question as to how such payment
  to the Issuer shall be dealt with as between the Issuer and any other person).



Without prejudice to this Clause 9, if the Trustee holds any
  moneys which represent principal, premium (if any) or interest in respect of
  Securities which have become void or in respect of which claims have been prescribed
  under Condition 11, the Trustee will hold such moneys on the above trusts.



10.     NOTICE OF PAYMENTS

THE Trustee shall give notice to the relevant Holders in accordance
  with Condition 16 of the day fixed for any payment to them under Clause 9.
  Such payment may be made in accordance with Condition 7 and any payment
  so made shall be a good discharge to the Trustee.



11.     INVESTMENT BY TRUSTEE

(A)     IF the amount of the moneys
  at any time available for the payment of principal, premium (if any) and interest
  in respect of the Securities under Clause 9 shall be less than 10 per
  cent. of the principal amount of the Securities then outstanding the Trustee
  may at its discretion invest such moneys in some or one of the investments authorised
  below. The Trustee at its discretion may vary such investments and may accumulate
  such investments and the resulting income until the accumulations, together
  with any other funds for the time being under the control of the Trustee and
  available for such purpose, amount to at least 10 per cent. of the principal
  amount of the Securities then outstanding and then such accumulations and funds
  shall be applied under Clause 9.



(B)     Any moneys which under the
  trusts of these presents ought to or may be invested by the Trustee may be invested
  in the name or under the control of the Trustee in any investments or other
  assets in any part of the world whether or not they produce income or by placing
  the same on deposit in the name or under the control of the Trustee at such
  bank or other financial institution and in such currency as the Trustee may
  think fit. If that bank or institution is the Trustee or a Subsidiary, holding
  or associated company of the Trustee, it need only account for an amount of
  interest equal to the amount of interest which would, at then current rates,
  be payable by it on such a deposit to an independent customer. The Trustee may
  at any time vary any such investments for or into other investments or convert
  any moneys so deposited into any other currency and shall not be responsible
  for any loss resulting from any such investments or deposits, whether due to
  depreciation in value, fluctuations in exchange rates or otherwise.



12.     PARTIAL PAYMENTS

UPON any payment under Clause 9 (other than payment in
  full against surrender of a Security or Coupon) the Security or Coupon in respect
  of which such payment is made shall be produced to the Trustee or the Paying
  Agent by or through whom such payment is made and the Trustee shall or shall
  cause such Paying Agent to enface thereon a memorandum of the amount and the
  date of payment but the Trustee may in any particular case or generally in relation
  to Registered Securities dispense with such production and enfacement upon such
  indemnity being given as it shall think sufficient.



13.     COVENANTS BY THE ISSUER

SO long as any of the Securities remains outstanding (or, in
  the case of paragraphs (viii), (ix), (xiii) to (xvi) inclusive and (xviii),
  so long as any of the Securities or Coupons remains liable to prescription)
  the Issuer covenants with the Trustee that it shall:



(i)     at all times carry on and
  conduct its business and procure its Subsidiaries to carry on and conduct their
  respective businesses in a proper and efficient manner;



(ii)     give or procure to be given
  to the Trustee, to the extent not prohibited by law or regulation, such opinions,
  certificates, information and evidence as it shall require and in such form
  as it shall require (including without limitation the procurement by the Issuer
  of all such certificates called for by the Trustee pursuant to Clauses 15(C)
  and 15(U)) for the purpose of the discharge or exercise of the duties, trusts,
  powers, authorities and discretions vested in it under these presents or by
  operation of law;



(iii)     cause to be prepared and
  certified by the Auditors in respect of each financial accounting period accounts
  in such form as will comply with all relevant legal and accounting requirements,
  all requirements for the time being of The Stock Exchange and the provisions
  contained in the definition of Latest Consolidated Balance Sheet set out in
  Condition 21;



(iv)     at all times keep and procure
  its Subsidiaries to keep proper accounting records and following the occurrence
  of an Event of Default or a Potential Event of Default or if the Trustee has
  grounds to believe that an Event of Default or a Potential Event of Default
  has occurred or is likely to occur, allow and procure its Subsidiaries to allow
  the Trustee and any person appointed by the Trustee to whom the Issuer or the
  relevant Subsidiary (as the case may be) shall have no reasonable objection
  free access to such accounting records at all reasonable times during normal
  business hours;



(v)     send to the Trustee (in addition
  to any copies to which it may be entitled as a holder of any securities of the
  Issuer) two copies in English of every balance sheet, profit and loss account,
  report, circular and notice of general meeting and every other document issued
  or sent to its shareholders together with any of the foregoing, and every document
  issued or sent to holders of securities other than its shareholders (including
  the Holders) as soon as practicable after the issue or publication thereof;



(vi)     forthwith give notice in
  writing to the Trustee of the coming into existence of any Security which would
  require any Security to be given to any series of the Securities pursuant to
  Condition 4 or of the occurrence of (a) any Event of Default or any Potential
  Event of Default or (b) any Put Event (as defined in Condition 21) or any event
  which is, or may be, capable of becoming a Put Event, including, without prejudice
  to the generality of the foregoing, any Restructuring Event, Negative Rating
  Event or Rating Downgrade (each as defined in Condition 21) PROVIDED ALWAYS
  THAT the Issuer shall be deemed not to have notice of a Put Event unless and
  until it shall have been notified in writing by the Trustee that the Trustee
  has received a Negative Certification (as defined in Condition 9) in respect
  of that Put Event;



(vii)     give to the Trustee (a) within
  ten days after demand by the Trustee therefor and (b) (without the necessity
  for any such demand) promptly after the publication of its audited accounts
  in respect of each financial year commencing with the financial year ending
  31st March, 1996 and in any event not later than 180 days after the
  end of each such financial year a certificate of the Issuer signed by two Directors
  of the Issuer to the effect that as at a date not more than seven days before
  delivering such certificate (the "relevant date") there did not exist and had
  not existed since the relevant date of the previous certificate (or in the case
  of the first such certificate the date hereof) any Event of Default or any Potential
  Event of Default (or if such exists or existed specifying the same) and that
  during the period from and including the relevant date of the last such certificate
  (or in the case of the first such certificate the date hereof) to and including
  the relevant date of such certificate the Issuer has complied with all its obligations
  contained in these presents or (if such is not the case) specifying the respects
  in which it has not complied;



(viii)    so far as not prohibited by law
  or regulation, at all times execute and do all such further documents, acts
  and things as may be necessary at any time or times in the opinion of the Trustee
  to give effect to these presents;



(ix)     at all times maintain an
  Agent Bank, Reference Banks, Paying Agents, a Registrar and Transfer Agents
  in accordance with the Conditions;



(x)     procure the Principal Paying
  Agent in accordance with the provisions of the Agency Agreement to notify the
  Trustee forthwith if it does not, on or before the due date for any payment
  in respect of the Securities or any of them or any of the Coupons, receive unconditionally
  pursuant to the Agency Agreement payment of the full amount in the requisite
  currency of the moneys payable on such due date on all such Securities or Coupons
  as the case may be;



(xi)     in the event of the unconditional
  payment to the Principal Paying Agent or the Trustee of any sum due in respect
  of the Securities or any of them or any of the Coupons being made after the
  due date for payment thereof forthwith give or procure to be given notice to
  the relevant Holders in accordance with Condition 16 that such payment
  has been made;



(xii)    use all reasonable endeavours
  to maintain the listing of the Securities on The Stock Exchange or, if it is
  unable to do so having used all reasonable endeavours, or if the Issuer reasonably
  considers the maintenance of such listing to be unduly onerous and the Trustee
  so agrees, use all reasonable endeavours to obtain and maintain a quotation
  or listing of the Securities on such other stock exchange or exchanges or securities
  market or markets as the Issuer may (with the prior written approval of the
  Trustee) decide and shall also upon obtaining a quotation or listing of the
  Securities on such other stock exchange or exchanges or securities market or
  markets enter into a Trust Deed supplemental to this Trust Deed to effect such
  consequential amendments to these presents as the Trustee may require or as
  shall be requisite to comply with the requirements of any such stock exchange
  or securities market;



(xiii)    give notice to the Holders in
  accordance with Condition 16 of any appointment, resignation or removal
  of any Agent Bank, Reference Bank, Paying Agent, Registrar or Transfer Agent
  (other than the appointment of the initial Agent Bank, Reference Banks, Paying
  Agents, Registrar and Transfer Agents) after having obtained the prior written
  approval of the Trustee thereto or any change of any Paying Agent's, Registrar's
  or Transfer Agent's specified office and (except as provided by the Agent Bank
  Agreement or the Agency Agreement or the Conditions) at least 30 days prior
  to such event taking effect; PROVIDED ALWAYS THAT so long as any of the Securities
  remains outstanding in the case of the termination of the appointment of the
  Agent Bank, the Registrar or a Transfer Agent or so long as any of the Securities
  or Coupons remains liable to prescription in the case of the termination of
  the appointment of the Principal Paying Agent no such termination shall take
  effect until a new Agent Bank, Registrar, Transfer Agent or Principal Paying
  Agent (as the case may be) has been appointed on terms previously approved in
  writing by the Trustee;



(xiv)     obtain the prior written
  approval of the Trustee to, and promptly give to the Trustee two copies of,
  the form of every notice given to the Holders in accordance with Condition 16
  (such approval, unless so expressed, not to constitute approval for the purposes
  of Section 57 of the Financial Services Act 1986 of the United Kingdom
  of any such notice which is an investment advertisement (as therein defined));



(xv)    if payments of principal, premium
  or interest in respect of the Securities or the Coupons by the Issuer shall
  become subject generally to the taxing jurisdiction of any territory or any
  political sub-division thereof or any authority therein or thereof having power
  to tax other than or in addition to the United Kingdom or any such political
  sub-division thereof or any such authority therein or thereof, immediately upon
  becoming aware thereof notify the Trustee of such event and (unless the Trustee
  otherwise agrees) enter forthwith into a Trust Deed supplemental to this Trust
  Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory
  to the Trustee in terms corresponding to the terms of Condition 10 with
  the substitution for (or, as the case may be, the addition to) the references
  therein to the United Kingdom or any political sub-division thereof or any authority
  therein or thereof having power to tax of references to that other or additional
  territory or any political sub-division thereof or any authority therein or
  thereof having power to tax to whose taxing jurisdiction such payments shall
  have become subject as aforesaid such Trust Deed also (where applicable) to
  modify Condition 8(c) so that such Condition shall make reference
  to the other or additional territory, any political sub-division thereof and
  any authority therein or having power to tax;



(xvi)    comply with and perform all its
  obligations under the Agent Bank Agreement and the Agency Agreement and use
  all reasonable endeavours to procure that the Agent Bank, the Paying Agents,
  the Registrar and the Transfer Agents comply with and perform all their respective
  obligations thereunder and (in the case of the Paying Agents) any notice given
  by the Trustee pursuant to Clause 2(C)(i) and not make any amendment or
  modification to either of such Agreements without the prior written approval
  of the Trustee;



(xvii)   in order to enable the Trustee to ascertain
  the principal amount of Securities of each series for the time being outstanding
  for any of the purposes referred to in the proviso to the definition of "outstanding"
  in Clause 1, deliver to the Trustee as soon as practicable upon being so
  requested in writing by the Trustee a certificate of the Issuer in writing signed
  by two Directors of the Issuer setting out the total number and aggregate principal
  amount of Securities of each series which:



(a)     up to and including the date
  of such certificate have been purchased by the Issuer, any Subsidiary Undertaking
  of the Issuer, any holding company of the Issuer or any other Subsidiary Undertaking
  of such holding company and cancelled; and



(b)     are at the date of such certificate
  held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary Undertaking
  of the Issuer, any holding company of the Issuer or any other Subsidiary Undertaking
  of such holding company;



(xviii)   procure its Subsidiary Undertakings
  to comply with all (if any) applicable provisions of Condition 8(d);



(xix)    procure that, in accordance with
  the provisions of the Agency Agreement, each of the Paying Agents makes available
  for inspection by Holders and Couponholders at its specified office copies of
  these presents, the Agency Agreement, the Agent Bank Agreement and the then
  latest audited balance sheet(s) and profit and loss account(s) (consolidated
  if applicable) of the Issuer;



(xx)     if, in accordance with the
  provisions of the Conditions, interest in respect of Bearer Securities denominated
  in U.S. dollars becomes payable at the specified office of any Paying Agent
  in the United States of America promptly give notice thereof to the Holders
  in accordance with Condition 16;



(xxi)    give to the Trustee at the same
  time as sending to it the certificates referred to in paragraph (vii) above
  and in any event not later than 180 days after the last day of each financial
  year of the Issuer, a certificate by the Auditors listing those Subsidiaries
  of the Issuer which as at the relevant date (as defined in paragraph (vii) above)
  of the relevant certificate given under paragraph (vii) above or, as the case
  may be, as at such last day were Principal Subsidiaries for the purposes of
  Condition 12;



(xxii)    give to the Trustee, as soon
  as reasonably practicable after the acquisition or disposal of any company which
  thereby becomes or ceases to be a Principal Subsidiary or after any transfer
  is made to any Subsidiary of the Issuer which thereby becomes a Principal Subsidiary,
  a certificate by the Auditors to such effect;



(xxiii)   upon due surrender in accordance with
  the Conditions, pay the face value of all Coupons (including Coupons issued
  in exchange for Talons) appertaining to all Securities purchased by the Issuer
  or any Subsidiary Undertaking of the Issuer, any holding company of the Issuer
  or any other Subsidiary Undertaking of any such holding company;



(xxiv)   give to the Trustee a certificate of
  two Directors of the Issuer:



(a)     specifying the aggregate amount
  of any Relevant Indebtedness of the Issuer or a PES Subsidiary or guaranteed
  by the Issuer or a PES Subsidiary and in respect of which Security has been
  created or is outstanding, such certificate to be provided before the Issuer
  or a PES Subsidiary creates or has outstanding any new Security in respect of
  any Relevant Indebtedness or guarantee as described in Condition 4;



(b)     specifying details of any
  modification to the terms and conditions of the PES Licence, such certificate
  to be provided promptly upon any such modification being made; and



(c)     specifying any higher figure
  determined by the Director (as defined in the PES Licence) as is mentioned in
  Condition 12, such certificate to be provided within 5 days of the
  Director determining such figure by notice in writing to the Secretary of State
  (as defined in the PES Licence) and the Issuer; and



(xxv)   give notice to the Trustee as soon as
  practicable after its Directors or the Directors of any PES Subsidiary have
  resolved to give any Security in respect of any Relevant Indebtedness or guarantee
  as described in Condition 4.



14.     REMUNERATION
  AND INDEMNIFICATION OF TRUSTEE

(A)     THE Issuer shall pay to the
  Trustee remuneration for its services as trustee as from the date of this Trust
  Deed, such remuneration to be at such rate as may from time to time be agreed
  between the Issuer and the Trustee. Such remuneration shall be payable in advance
  on 9th November in each year, the first such payment to be made on the date
  hereof. Upon the issue of any Further Securities the rate of remuneration in
  force immediately prior thereto shall be increased by such amount as shall be
  agreed between the Issuer and the Trustee, such increased remuneration to be
  calculated from such date as shall be agreed as aforesaid. The rate of remuneration
  in force from time to time may upon the final redemption of the whole of the
  Securities of any series be reduced by such amount as shall be agreed between
  the Issuer and the Trustee, such reduced remuneration to be calculated from
  such date as shall be agreed as aforesaid. Such remuneration shall accrue from
  day to day and be payable (in priority to payments to the Holders and Couponholders)
  up to and including the date when, all the Securities having become due for
  redemption, the redemption moneys and interest thereon to the date of redemption
  have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if
  upon due presentation of any Security or Coupon or any cheque payment of the
  moneys due in respect thereof is improperly withheld or refused, remuneration
  will commence again to accrue.



(B)     In the event of the occurrence
  of an Event of Default or a Potential Event of Default or the Trustee considering
  it expedient or necessary or being requested by the Issuer to undertake duties
  which the Trustee and the Issuer agree to be of an exceptional nature or otherwise
  outside the scope of the normal duties of the Trustee under these presents the
  Issuer shall pay to the Trustee such additional remuneration as shall be agreed
  between them.



(C)     The Issuer shall in addition
  pay to the Trustee an amount equal to the amount of any value added tax or similar
  tax chargeable in respect of its remuneration under these presents.



(D)     In the event of the Trustee
  and the Issuer failing to agree:



(1)     (in a case to which sub-clause (A)
  above applies) upon the amount of the remuneration; or



(2)     (in a case to which sub-clause (B)
  above applies) upon whether such duties shall be of an exceptional nature or
  otherwise outside the scope of the normal duties of the Trustee under these
  presents, or upon such additional remuneration,



such matters shall be determined by a merchant bank (acting
  as an expert and not as an arbitrator) selected by the Trustee and approved
  by the Issuer or, failing such approval, nominated (on the application of the
  Trustee) by the President for the time being of The Law Society of England and
  Wales (the expenses involved in such nomination and the fees of such merchant
  bank being payable by the Issuer) and the determination of any such merchant
  bank shall, in the absence of manifest error, be final and binding upon the
  Trustee and the Issuer.



(E)     The Issuer shall also pay
  or discharge all Liabilities incurred by the Trustee in relation to the preparation
  and execution of, the proper exercise of its powers and the proper performance
  of its duties under, and in any other proper manner in relation to, these presents,
  including but not limited to travelling expenses and any stamp, issue, registration,
  documentary and other taxes or duties paid or payable by the Trustee in connection
  with any action properly taken or contemplated by or on behalf of the Trustee
  for enforcing, or resolving any doubt concerning, or for any other purpose in
  relation to, these presents.



(F)     All amounts payable pursuant
  to sub-clause (E) above and/or Clause 15(J) shall be payable by the
  Issuer on the date specified in a demand by the Trustee and in the case of payments
  actually made by the Trustee prior to such demand shall (if not paid within
  seven days after such demand and the Trustee so requires) carry interest at
  the rate of two per cent. per annum above the Base Rate from time to time of
  National Westminster Bank Plc from the date specified in such demand, and in
  all other cases shall (if not paid on the date specified in such demand or,
  if later, within seven days after such demand and, in either case, the Trustee
  so requires) carry interest at such rate from the seventh day after such demand.
  All remuneration payable to the Trustee shall carry interest at such rate from
  the due date therefor.



(G)     Unless otherwise specifically
  stated in any discharge of these presents the provisions of this Clause and
  Clause 15(J) shall continue in full force and effect notwithstanding such
  discharge.



(H)     The Trustee shall be entitled
  in its absolute discretion to determine in respect of which series of Securities
  any Liabilities incurred under these presents have been incurred or to allocate
  any such Liabilities between the Original Bonds and any Further Securities of
  any series.



15.     SUPPLEMENT TO TRUSTEE ACT
  1925

THE Trustee shall have all the powers conferred upon trustees
  by the Trustee Act 1925 of England and Wales and by way of supplement thereto
  it is expressly declared as follows:



(A)     The Trustee may in relation
  to these presents act on the advice or opinion of or any information obtained
  from any lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or
  other expert whether obtained by the Issuer, the Trustee or otherwise and shall
  not be responsible for any Liability occasioned by so acting.



(B)     Any such advice, opinion or
  information may be sent or obtained by letter, telex, telegram, facsimile transmission
  or cable and the Trustee shall not be liable for acting on any advice, opinion
  or information purporting to be conveyed by any such letter, telex, telegram,
  facsimile transmission or cable although the same shall contain some error or
  shall not be authentic.



(C)     The Trustee may call for and
  shall be at liberty to accept as sufficient evidence of any fact or matter or
  the expediency of any transaction or thing a certificate signed by any two Directors
  of the Issuer and the Trustee shall not be bound in any such case to call for
  further evidence or be responsible for any Liability that may be occasioned
  by it or any other person acting on such certificate.



(D)     The Trustee shall be at liberty
  to hold these presents and any other documents relating thereto or to deposit
  them in any part of the world with any banker or banking company or company
  whose business includes undertaking the safe custody of documents or lawyer
  or firm of lawyers considered by the Trustee to be of good repute and the Trustee
  shall not be responsible for or required to insure against any Liability incurred
  in connection with any such holding or deposit and may pay all sums required
  to be paid on account of or in respect of any such deposit.



(E)     The Trustee shall not be responsible
  for the receipt or application of the proceeds of the issue of any of the Securities
  by the Issuer, the exchange of any Global Security for another Global Security
  or definitive Securities, the delivery of any Global Security or definitive
  Securities to the person(s) entitled to it or them or the exchange of Bearer
  Securities for Registered Securities or of Registered Securities for Bearer
  Securities.



(F)     The Trustee shall not be bound
  to give notice to any person of the execution of any documents comprised or
  referred to in these presents or to take any steps to ascertain whether any
  Event of Default or any Potential Event of Default or any Put Event or any event
  which may be capable of becoming a Put Event, including, without prejudice to
  the generality of the foregoing, any Restructuring Event, Negative Rating Event
  or Rating Downgrade has happened and, until it shall have actual knowledge or
  express notice pursuant to these presents to the contrary, the Trustee shall
  be entitled to assume that no such events have happened or, where appropriate,
  may be capable of happening and that the Issuer is observing and performing
  all its obligations under these presents.



(G)     Save as expressly otherwise
  provided in these presents, the Trustee shall have absolute and uncontrolled
  discretion as to the exercise or non-exercise of its trusts, powers, authorities
  and discretions under these presents (the exercise or non-exercise of which
  as between the Trustee and the Holders and Couponholders shall be conclusive
  and binding on the Holders and Couponholders) and shall not be responsible for
  any Liability which may result from their exercise or non-exercise.



(H)     The Trustee shall not be liable
  to any person by reason of having acted upon any Extraordinary Resolution in
  writing or any Extraordinary Resolution or other resolution purporting to have
  been passed at any meeting of the Holders of Securities of all or any series
  in respect whereof minutes have been made and signed even though subsequent
  to its acting it may be found that there was some defect in the constitution
  of the meeting or the passing of the resolution, (in the case of an Extraordinary
  Resolution in writing) that not all Holders had signed the Extraordinary Resolution
  or that for any reason the resolution was not valid or binding upon such Holders
  and the relative Couponholders.



(I)     The Trustee shall not be liable
  to any person by reason of having accepted as valid or not having rejected any
  Security or Coupon purporting to be such and subsequently found to be forged
  or not authentic.



(J)     Without prejudice to the right
  of indemnity by law given to trustees, the Issuer shall indemnify the Trustee
  and every Appointee and keep it or him indemnified against all Liabilities to
  which it or he may be or become subject or which may be properly incurred by
  it or him in the execution or purported execution of any of its or his trusts,
  powers, authorities and discretions under these presents or its or his functions
  under any such appointment or in respect of any other matter or thing done or
  omitted in any way relating to these presents or any such appointment.



(K)     Any consent or approval given
  by the Trustee for the purposes of these presents may be given on such terms
  and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding
  anything to the contrary in these presents may be given retrospectively.



(L)     The Trustee shall not (unless
  and to the extent ordered so to do by a court of competent jurisdiction) be
  required to disclose to any Holder or Couponholder any information (including,
  without limitation, information of a confidential, financial or price sensitive
  nature) made available to the Trustee by the Issuer or any other person in connection
  with these presents and no Holder or Couponholder shall be entitled to take
  any action to obtain from the Trustee any such information.



(M)     Where it is necessary or desirable
  for any purpose in connection with these presents to convert any sum from one
  currency to another it shall (unless otherwise provided by these presents or
  required by law) be converted at such rate or rates, in accordance with such
  method and as at such date for the determination of such rate of exchange, as
  may be agreed by the Trustee in consultation with the Issuer and any rate, method
  and date so agreed shall be binding on the Issuer, the Holders and the Couponholders.



(N)     The Trustee may certify whether
  or not any of the conditions, events and acts set out in sub-paragraphs (b),
  (c), (e), (f), (g) and (h) of Condition 12
  (each of which conditions, events and acts shall, unless in any case the Trustee
  in its absolute discretion shall otherwise determine, for all the purposes of
  these presents be deemed to include the circumstances resulting therein and
  the consequences resulting therefrom) is in its opinion materially prejudicial
  to the interests of the Holders and any such certificate shall be conclusive
  and binding upon the Issuer, the Holders and the Couponholders.



(O)     The Trustee as between itself
  and the Holders and Couponholders may determine all questions and doubts arising
  in relation to any of the provisions of these presents. Every such determination,
  whether or not relating in whole or in part to the acts or proceedings of the
  Trustee, shall be conclusive and shall bind the Trustee and the Holders and
  Couponholders.



(P)     In connection with the exercise
  by it of any of its trusts, powers, authorities and discretions under these
  presents (including, without limitation, any modification, waiver, authorisation,
  determination or substitution), the Trustee shall have regard to the interests
  of the Holders as a class and, in particular but without limitation, shall not
  have regard to the consequences of such exercise for individual Holders or Couponholders
  resulting from their being for any purpose domiciled or resident in, or otherwise
  connected with, or subject to the jurisdiction of, any particular territory
  or any political sub-division thereof and the Trustee shall not be entitled
  to require, nor shall any Holder or Couponholder be entitled to claim, from
  the Issuer, the Trustee or any other person any indemnification or payment in
  respect of any tax consequence of any such exercise upon individual Holders
  or Couponholders except to the extent already provided for in Condition 10
  and/or any undertaking given in addition thereto or in substitution therefor
  under these presents.



(Q)     Any trustee of these presents
  being a lawyer, accountant, broker or other person engaged in any profession
  or business shall be entitled to charge and be paid all usual professional and
  other charges for business transacted and acts done by him or his firm in connection
  with the trusts of these presents and also his reasonable charges in addition
  to disbursements for all other work and business done and all time spent by
  him or his firm in connection with matters arising in connection with these
  presents.



(R)     The Trustee may whenever it
  thinks fit delegate by power of attorney or otherwise to any person or persons
  or fluctuating body of persons (whether being a joint trustee of these presents
  or not) all or any of its trusts, powers, authorities and discretions under
  these presents except that the Trustee may not delegate the right to give notice
  to the Issuer that the Securities are immediately due and repayable unless before
  such delegation the Trustee provides to the Issuer confirmation in writing that
  the Trustee has been advised by its legal advisers that it would be appropriate
  to delegate that right (with or without any other trusts, powers, authorities
  and discretions) to another person or persons or fluctuating body of persons
  because of a conflict of interest or possible conflict of interest, and/or any
  other similar circumstance which the Trustee might face or be subjected to as
  the Trustee of these presents if it were not to delegate that right. Such delegation
  may be made upon such terms (including power to sub-delegate) and subject to
  such conditions and regulations as the Trustee may in the interests of the Holders
  think fit. The Trustee shall not be under any obligation to supervise the proceedings
  or acts of any such delegate or sub-delegate or be in any way responsible for
  any Liability incurred by reason of any misconduct or default on the part of
  any such delegate or sub-delegate. The Trustee shall within a reasonable time
  after any such delegation or any renewal, extension or termination thereof give
  notice thereof to the Issuer.



(S)     The Trustee may in the conduct
  of the trusts of these presents instead of acting personally employ and pay
  an agent (whether being a lawyer or other professional person) to transact or
  conduct, or concur in transacting or conducting, any business and to do, or
  concur in doing, all acts required to be done in connection with these presents
  (including the receipt and payment of money). Provided that the Trustee shall
  not be entitled to appoint an agent to give notice to the Issuer that the Securities
  are immediately due and repayable in circumstances where it was not entitled
  to delegate such power by reason of the provisions of paragraph (R) above. The
  Trustee shall not be in any way responsible for any Liability incurred by reason
  of any misconduct or default on the part of any such agent or be bound to supervise
  the proceedings or acts of any such agent.



(T)     The Trustee shall not be responsible
  for the execution, delivery, legality, effectiveness, adequacy, genuineness,
  validity, enforceability or admissibility in evidence of these presents or any
  other document relating or expressed to be supplemental thereto and shall not
  be liable for any failure to obtain any licence, consent or other authority
  for the execution, delivery, legality, effectiveness, adequacy, genuineness,
  validity, performance, enforceability or admissibility in evidence of these
  presents or any other document relating or expressed to be supplemental thereto.



(U)     The Trustee may call for and
  shall be at liberty to accept as sufficient evidence of any relevant fact or
  matter a certificate of the Auditors specifying:



(a)     that
  a Subsidiary of the Issuer satisfies the provisions of sub-paragraphs (a) and
  (b) of the definition of "Excluded Subsidiary" in Condition 21, such certificate
  to be provided before or at the same time as any written notice given to the
  Trustee by the Issuer under sub-paragraph (c) of that definition that a Subsidiary
  of the Issuer is an Excluded Subsidiary;



(b)     the
  amount of the Capital and Reserves for the purposes of Condition 12(c),
  such certificate to be provided within 10 days of any request by the Trustee
  for its provision; and/or



(c)     the
  ratio of the aggregate of the Consolidated Earnings Before Interest and Taxes
  to the aggregate of the Consolidated Interest Payable (each as defined in Condition
  21) in respect of each relevant Accounting Period (as defined in Condition 21)
  for the purposes of Condition 6,



and the Trustee
  shall not be bound in any such case to call for further evidence or be responsible
  for any Liability that may be occasioned by it or any other person acting on
  such certificate.



16.     TRUSTEE'S LIABILITY

NOTHING in these presents shall in any case in which the Trustee
  has failed to show the degree of care and diligence required of it as trustee
  having regard to the provisions of these presents conferring on it any trusts,
  powers, authorities or discretions exempt the Trustee from or indemnify it against
  any liability for breach of trust or any liability attaching to it in respect
  of any negligence, default, breach of duty or breach of trust which it may incur
  in relation to its duties under these presents.



17.     TRUSTEE
  CONTRACTING WITH ISSUER

NEITHER the Trustee nor any director or officer or holding,
  Subsidiary, Subsidiary Undertaking or associated company of a corporation acting
  as a trustee under these presents shall by reason of its or his fiduciary position
  be in any way precluded from:



(i)     entering into or being interested
  in any contract or financial or other transaction or arrangement with the Issuer
  or any person or body corporate associated with the Issuer (including without
  limitation any contract, transaction or arrangement of a banking or insurance
  nature or any contract, transaction or arrangement in relation to the making
  of loans or the provision of financial facilities to, or the purchase, placing
  or underwriting of or the subscribing or procuring subscriptions for or otherwise
  acquiring, holding or dealing with the Securities or any other bonds, notes
  stocks, shares, debenture stock, debentures or other securities of, the Issuer
  or any person or body corporate associated as aforesaid); or



(ii)     accepting or holding the
  trusteeship of any other trust deed constituting or securing any other securities
  issued by or relating to the Issuer or any such person or body corporate so
  associated or any other office of profit under the Issuer or any such person
  or body corporate so associated



and shall be entitled to retain and shall not be in any way
  liable to account for any profit made or share of brokerage or commission or
  remuneration or other benefit received thereby or in connection therewith.



18.     WAIVER, AUTHORISATION AND DETERMINATION

(A)     THE Trustee may without the
  consent or sanction of the Holders and without prejudice to its rights in respect
  of any subsequent breach, Event of Default or Potential Event of Default from
  time to time and at any time but only if and in so far as in its opinion the
  interests of the Holders shall not be materially prejudiced thereby waive or
  authorise any breach or proposed breach by the Issuer of any of the covenants
  or provisions contained in these presents or determine that any Event of Default
  or Potential Event of Default shall not be treated as such for the purposes
  of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers
  conferred on it by this Clause in contravention of any express direction given
  by Extraordinary Resolution or by a request under Condition 12 but so that
  no such direction or request shall affect any waiver, authorisation or determination
  previously given or made. Any such waiver, authorisation or determination may
  be given or made on such terms and subject to such conditions (if any) as the
  Trustee may determine, shall be binding on the Holders and the Couponholders
  and, if, but only if, the Trustee shall so require, shall be notified by the
  Issuer to the Holders in accordance with Condition 16 as soon as practicable
  thereafter.



MODIFICATION

(B)     The Trustee may without the
  consent or sanction of the Holders or Couponholders at any time and from time
  to time concur with the Issuer in making any modification (i) to these
  presents (other than the proviso to paragraph 5 of the Fourth Schedule
  or any matters referred to in that proviso) which in the opinion of the Trustee
  it may be proper to make PROVIDED THAT the Trustee is of the opinion that such
  modification will not be materially prejudicial to the interests of the Holders
  or (ii) to these presents if in the opinion of the Trustee such modification
  is of a formal, minor or technical nature or to correct a manifest error. Any
  such modification may be made on such terms and subject to such conditions (if
  any) as the Trustee may determine, shall be binding upon the Holders and the
  Couponholders and, unless the Trustee agrees otherwise, shall be notified by
  the Issuer to the Holders in accordance with Condition 16 as soon as practicable
  thereafter.



19.     HOLDER
  OF DEFINITIVE BEARER SECURITY ASSUMED TO BE COUPONHOLDER

(A)     WHEREVER in these presents
  the Trustee is required or entitled to exercise a power, trust, authority or
  discretion under these presents, except as ordered by a court of competent jurisdiction
  or as required by applicable law, the Trustee shall, notwithstanding that it
  may have express notice to the contrary, assume that each Holder is the holder
  of all Coupons appertaining to each Bearer Security in definitive form of which
  he is the holder.



NO
  NOTICE TO COUPONHOLDERS

(B)     Neither the Trustee nor the
  Issuer shall be required to give any notice to the Couponholders for any purpose
  under these presents and the Couponholders shall be deemed for all purposes
  to have notice of the contents of any notice given to the Holders in accordance
  with Condition 16.



ENTITLEMENT
  TO TREAT HOLDER AS ABSOLUTE OWNER

(C)     The Issuer, the Trustee, the
  Paying Agents, the Registrar and the Transfer Agents may (to the fullest extent
  permitted by applicable laws) deem and treat the holder of any Security and
  the holder of any Coupon as the absolute owner of such Security or Coupon, as
  the case may be, for all purposes (whether or not such Security or Coupon shall
  be overdue and notwithstanding any notice of ownership thereof, any notice of
  loss or theft thereof or any writing thereon), and the Issuer, the Trustee,
  the Paying Agents, the Registrar and the Transfer Agents shall not be affected
  by any notice to the contrary. All payments made to any such holder shall be
  valid and, to the extent of the sums so paid, effective to satisfy and
  discharge the liability for the moneys payable in respect of such Security or
  Coupon, as the case may be.



20.     SUBSTITUTION

(A)     (1)     THE
  Trustee may without the consent of the Holders or Couponholders at any time
  agree with the Issuer to the substitution in place of the Issuer (or of the
  previous substitute under this Clause) as the principal debtor under these presents
  of any Subsidiary of the Issuer (such substituted company being hereinafter
  called the "New Company") provided that a Trust Deed is executed or some
  other form of undertaking is given by the New Company in form and manner satisfactory
  to the Trustee, agreeing to be bound by the provisions of these presents with
  any consequential amendments which the Trustee may deem appropriate as fully
  as if the New Company had been named in these presents as the principal debtor
  in place of the Issuer (or of the previous substitute under this Clause) and
  provided further that the Issuer unconditionally and irrevocably guarantees
  all amounts payable under these presents.



(2)     The following further conditions
  shall apply to (1) above:



(i)     the Issuer and the New Company
  shall comply with such other requirements as the Trustee may direct in the interests
  of the Holders;



(ii)     where the New Company is
  incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction
  of, a territory other than or in addition to the United Kingdom or any political
  sub-division thereof or any authority therein or thereof having power to tax,
  undertakings or covenants shall be given by the New Company in terms corresponding
  to the provisions of Condition 10 with the substitution for (or, as the
  case may be, the addition to) the references to the United Kingdom of references
  to that other or additional territory in which the New Company is incorporated,
  domiciled or resident or to whose taxing jurisdiction it is subject and (where
  applicable) Condition 8(c) shall be modified accordingly;



(iii)     without prejudice to the
  rights of reliance of the Trustee under the immediately following paragraph
  (iv), the Trustee is satisfied that the relevant transaction is not materially
  prejudicial to the interests of the Holders; and



(iv)     if two Directors of the New
  Company (or other officers acceptable to the Trustee) shall certify that the
  New Company is solvent at the time at which the relevant transaction is proposed
  to be effected (which certificate the Trustee may rely upon absolutely) the
  Trustee shall not be under any duty to have regard to the financial condition,
  profits or prospects of the New Company or to compare the same with those of
  the Issuer or the previous substitute under this Clause as applicable.



(B)     Any such Trust Deed or undertaking
  shall, if so expressed, operate to release the Issuer or the previous substitute
  as aforesaid from all of its obligations qua principal debtor under these
  presents. Not later than 14 days after the execution of such documents and compliance
  with such requirements, the New Company shall give notice thereof in a form
  previously approved by the Trustee to the Holders in the manner provided in
  Condition 16. Upon the execution of such documents and compliance with
  such requirements, the New Company shall be deemed to be named in these presents
  as the principal debtor in place of the Issuer (or in place of the previous
  substitute under this Clause) under these presents and these presents shall
  be deemed to be amended in such manner as shall be necessary to give effect
  to the above provisions and, without limitation, references in these presents
  to the Issuer shall, where the context so requires, be deemed to be or include
  references to the New Company.



21.     CURRENCY INDEMNITY

THE Issuer shall indemnify the Trustee, every Appointee, the
  Holders and the Couponholders and keep them indemnified against:



(a)     any Liability incurred by
  any of them arising from the non-payment by the Issuer of any amount due to
  the Trustee or the Holders or Couponholders under these presents by reason of
  any variation in the rates of exchange between those used for the purposes of
  calculating the amount due under a judgment or order in respect thereof and
  those prevailing at the date of actual payment by the Issuer; and



(b)     any deficiency arising or
  resulting from any variation in rates of exchange between (i) the date
  as of which the local currency equivalent of the amounts due or contingently
  due under these presents (other than this Clause) is calculated for the purposes
  of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the
  final date for ascertaining the amount of claims in such bankruptcy, insolvency
  or liquidation. The amount of such deficiency shall be deemed not to be reduced
  by any variation in rates of exchange occurring between the said final date
  and the date of any distribution of assets in connection with any such bankruptcy,
  insolvency or liquidation.



The above indemnity shall constitute an obligation of the Issuer
  separate and independent from its obligations under the other provisions of
  these presents and shall apply irrespective of any indulgence granted by the
  Trustee or the Holders or the Couponholders from time to time and shall continue
  in full force and effect notwithstanding the judgment or filing of any proof
  or proofs in any bankruptcy, insolvency or liquidation of the Issuer for a liquidated
  sum or sums in respect of amounts due under these presents (other than this
  Clause). Any such deficiency as aforesaid shall be deemed to constitute a loss
  suffered by the Holders and Couponholders and no proof or evidence of any actual
  loss shall be required by the Issuer or its liquidator or liquidators.



22.     NEW TRUSTEE

(A)     THE power to appoint a new
  trustee of these presents shall be vested in the Issuer but no person shall
  be appointed who shall not previously have been approved by an Extraordinary
  Resolution. One or more persons may hold office as trustee or trustees of these
  presents but such trustee or trustees shall be or include a Trust Corporation.
  Whenever there shall be more than two trustees of these presents the majority
  of such trustees shall be competent to execute and exercise all the duties,
  powers, trusts, authorities and discretions vested in the Trustee by these presents
  provided that a Trust Corporation shall be included in such majority. Any appointment
  of a new trustee of these presents shall as soon as practicable thereafter be
  notified by the Issuer to the Principal Paying Agent, the Registrar, the Transfer
  Agents and the Holders.



SEPARATE
  AND CO-TRUSTEES

(B)     Notwithstanding the provisions
  of sub-clause (A) above, the Trustee may, upon giving prior notice to the
  Issuer (but without the consent of the Issuer, the Holders or the Couponholders),
  appoint any person established or resident in any jurisdiction (whether a Trust
  Corporation or not) to act either as a separate trustee or as a co-trustee jointly
  with the Trustee:



(i)     if the Trustee considers such
  appointment to be in the interests of the Holders;



(ii)     for the purposes of conforming
  to any legal requirements, restrictions or conditions in any jurisdiction in
  which any particular act or acts is or are to be performed; or



(iii)     for the purposes of obtaining
  a judgment in any jurisdiction or the enforcement in any jurisdiction of either
  a judgment already obtained or any of the provisions of these presents against
  the Issuer.



The Issuer irrevocably appoints the Trustee to be its attorney
  in its name and on its behalf to execute any such instrument of appointment.
  Such a person shall (subject always to the provisions of these presents) have
  such trusts, powers, authorities and discretions (not exceeding those conferred
  on the Trustee by these presents) and such duties and obligations as shall be
  conferred or imposed by the instrument of appointment. The Trustee shall have
  power in like manner to remove any such person. Such reasonable remuneration
  as the Trustee may pay to any such person, together with any attributable Liabilities
  incurred by it in performing its function as such separate trustee or co-trustee,
  shall for the purposes of these presents be treated as Liabilities incurred
  by the Trustee.



23.     TRUSTEE'S RETIREMENT AND REMOVAL

A trustee of these presents may retire at any time on giving
  not less than three months' prior written notice to the Issuer without giving
  any reason and without being responsible for any Liabilities incurred by reason
  of such retirement. The Holders may by Extraordinary Resolution remove any trustee
  or trustees for the time being of these presents. The Issuer undertakes that
  in the event of the only trustee of these presents which is a Trust Corporation
  giving notice under this Clause or being removed by Extraordinary Resolution
  it will use its best endeavours to procure that a new trustee of these presents
  being a Trust Corporation is appointed as soon as reasonably practicable thereafter.
  The retirement or removal of any such trustee shall not become effective until
  a successor trustee being a Trust Corporation is appointed.



24.     TRUSTEE'S POWERS TO BE ADDITIONAL

THE powers conferred upon the Trustee by these presents shall
  be in addition to any powers which may from time to time be vested in the Trustee
  by the general law or as a holder of any of the Securities or Coupons.



25.     NOTICES

ANY notice or demand to the Issuer or the Trustee to be given,
  made or served for any purposes under these presents shall be given, made or
  served by sending the same by pre-paid post (first class if inland, first class
  airmail if overseas) or facsimile transmission or by delivering it by hand as
  follows:



| | to the Issuer:  | Newport Road                              
| | --------------- | ------------------------------------------
| |                 | St Mellons                                
| |                 | Cardiff CF3 9XW                           
| |                 |                                           
| |                 | (Attention: Group
        Treasury)       
| |                 |                                           
| |                 | Facsimile No. 01222
        792897        
| |                 |                                           
| |                 |                                           
| | to the Trustee: | 1 Appold Street                           
| |                 | Broadgate                                 
| |                 | London EC2A 2HE                           
| |                 |                                           
| |                 | (Attention: the
        Managing Director)
| |                 |                                           
| |                 | Facsimile No. (0171)
        982 1149     





or to such other address or facsimile number as shall have
  been notified (in accordance with this Clause) to the other party hereto and
  any notice or demand sent by post as aforesaid shall be deemed to have been
  given, made or served three days in the case of inland post or seven days in
  the case of overseas post after despatch and any notice or demand sent by facsimile
  transmission as aforesaid shall be deemed to have been given, made or served
  24 hours after the time of despatch provided that in the case of a notice
  or demand given by facsimile transmission such notice or demand shall forthwith
  be confirmed by post. The failure of the addressee to receive such confirmation
  shall not invalidate the relevant notice or demand given by facsimile transmission.



26.     GOVERNING LAW

THESE presents are governed by and shall be construed in accordance
  with English law.



27.     COUNTERPARTS

THIS Trust Deed and any Trust Deed supplemental hereto may
  be executed and delivered in any number of counterparts, all of which, taken
  together, shall constitute one and the same deed and any party to this Trust
  Deed or any Trust Deed supplemental hereto may enter into the same by executing
  and delivering a counterpart.



IN WITNESS whereof this Trust Deed has been executed as a deed
  by the Issuer and the Trustee and delivered the day and year first above written.





THE FIRST
  SCHEDULE



-
  FORM OF ORIGINAL GLOBAL BOND -



SOUTH WALES ELECTRICITY plc



(Incorporated in England and Wales with limited liability under
  the Companies Act 1985 with registered number 2366985)





TEMPORARY GLOBAL BOND



representing



£150,000,000 9 1/4 PER CENT. BONDSDUE 2020





This Bond is a temporary Global Bond without interest coupons
  in respect of a duly authorised issue of Bonds of South Wales Electricity plc
  (the "Issuer"), designated as specified in the title hereof (the "Bonds"),
  limited to the aggregate principal amount of One Hundred and Fifty Million Pounds
  Sterling (£150,000,000) and constituted by a Trust Deed dated 9th November,
  1995 (the "Trust Deed") between the Issuer and Bankers Trustee Company
  Limited as trustee (the trustee for the time being thereof being herein called
  the "Trustee"). References herein to the Conditions (or to any particular
  numbered Condition) shall be to the Conditions (or that particular one of them)
  set out in Part III of the Second Schedule to the Trust Deed.



1.     Promise to pay

Subject as provided in this temporary Global Bond the Issuer
  promises to pay to the bearer the principal amount of this temporary Global
  Bond (being at the date hereof One Hundred and Fifty Million Pounds Sterling
  (£150,000,000)) on 9th November, 2020 (or on such earlier date as the
  said principal amount may become repayable in accordance with the Conditions
  or the Trust Deed) and to pay interest annually in arrear on 9th November on
  the principal amount from time to time of this temporary Global Bond at the
  rate of 9 1/4 per cent. per annum together with such other amounts (if any)
  as may be payable, all subject to and in accordance with the Conditions and
  the provisions of the Trust Deed.



2.     Exchange for definitive
  Bonds and purchases

This temporary Global Bond is exchangeable in whole or in part
  upon the request of the bearer for definitive Bonds only on and subject to the
  terms and conditions set out below. The definitive Bonds to be issued on such
  exchange will be in bearer form ("Definitive Bearer Bonds") in the denominations
  of £1,000, £10,000 and £100,000 each with interest coupons
  and one talon ("Coupons") attached.



On and after 19th December, 1995 (the "Exchange Date")
  this temporary Global Bond may be exchanged in whole or in part at the specified
  office of the Principal Paying Agent (or such other place as the Trustee may
  agree) for Definitive Bearer Bonds and the Issuer shall procure that the Principal
  Paying Agent shall issue and deliver, in full or partial exchange for this temporary
  Global Bond, Definitive Bearer Bonds (together with the Coupons appertaining
  thereto) in an aggregate principal amount equal to the principal amount of this
  temporary Global Bond submitted for exchange Provided that Definitive Bearer
  Bonds will be so issued and delivered only if and to the extent that there shall
  have been presented to the Issuer a certificate from Morgan Guaranty Trust Company
  of New York, Brussels office, as operator of the Euroclear System ("Euroclear")
  or from Cedel Bank, société anonyme ("Cedel") substantially
  in the form of the certificate attached as Exhibit A.



Any person who would, but for the provisions of this temporary
  Global Bond and the Trust Deed, otherwise be entitled to receive a Definitive
  Bearer Bond or Definitive Bearer Bonds shall not be entitled to require the
  exchange of an appropriate part of this temporary Global Bond for a Definitive
  Bearer Bond or Definitive Bearer Bonds unless and until he shall have delivered
  or caused to be delivered to Euroclear or Cedel a certificate substantially
  in the form of the certificate attached as Exhibit B (copies of which form
  of certificate will be available at the offices of Euroclear in Brussels
  and Cedel in Luxembourg and the specified office of each of the Paying Agents).



Upon (i) any exchange of a part of this temporary Global
  Bond for a Definitive Bearer Bond or Definitive Bearer Bonds or (ii) the
  purchase by or on behalf of the Issuer or any Subsidiary of the Issuer and cancellation
  of a part of this temporary Global Bond in accordance with the Conditions, the
  portion of the principal amount hereof so exchanged or so purchased and cancelled
  shall be endorsed by or on behalf of the Principal Paying Agent on behalf of
  the Issuer on Part II of the Schedule hereto, whereupon the principal amount
  hereof shall be reduced for all purposes by the amount so exchanged or so purchased
  and cancelled and, in each case, endorsed.



3.     Payments

Until the entire principal amount of this temporary Global
  Bond has been extinguished, this temporary Global Bond shall in all respects
  be entitled to the same benefits as the Definitive Bearer Bonds for the time
  being represented hereby and shall be entitled to the benefit of and be bound
  by the Trust Deed, except that the holder of this temporary Global Bond shall
  not (unless upon due presentation of this temporary Global Bond for exchange,
  delivery of the appropriate number of Definitive Bearer Bonds (together with
  the Coupons appertaining thereto) is improperly withheld or refused and such
  withholding or refusal is continuing at the relevant payment date) be entitled
  (i) (subject to (ii) below) to receive any payment of interest on this temporary
  Global Bond except upon certification as hereinafter provided or (ii) on and
  after the Exchange Date, to receive any payment on this temporary Global Bond.
  Upon any payment of principal or interest on this temporary Global Bond the
  amount so paid shall be endorsed by or on behalf of the Principal Paying Agent
  on behalf of the Issuer on Part I of the Schedule hereto.



Payments of interest in respect of Bonds for the time being
  represented by this temporary Global Bond shall be made to the bearer only upon
  presentation to the Issuer or its agent of a certificate from Euroclear or from
  Cedel substantially in the form of the certificate attached as Exhibit A.
  Any person who would, but for the provisions of this temporary Global Bond and
  of the Trust Deed, otherwise be beneficially entitled to a payment of interest
  on this temporary Global Bond shall not be entitled to require such payment
  unless and until he shall have delivered or caused to be delivered to Euroclear
  or Cedel a certificate substantially in the form of the certificate attached
  as Exhibit B (copies of which form of certificate will be available at
  the offices of Euroclear in Brussels and Cedel in Luxembourg and the specified
  office of each of the Paying Agents).



Upon any payment of principal and endorsement of such payment
  on Part I of the Schedule hereto, the principal amount of this temporary
  Global Bond shall be reduced for all purposes by the principal amount so paid
  and endorsed.



All payments of any amounts payable and paid to the bearer
  of this temporary Global Bond shall be valid and, to the extent of the sums
  so paid, effectual to satisfy and discharge the liability for the moneys payable
  hereon and on the relevant Definitive Bearer Bonds and Coupons.



4.     Authentication

This temporary Global Bond shall not be or become valid or
  obligatory for any purpose unless and until authenticated by or on behalf of
  the Principal Paying Agent.



5.     Governing law

This temporary Global Bond is governed by, and shall be construed
  in accordance with, the laws of England.



IN WITNESS whereof the Issuer has caused this temporary Global
  Bond to be signed manually by one of its Directors on its behalf.



| | SOUTH WALES
        ELECTRICITY plc
| | -----------------------------------
| |                                    
| | By: .............................. 
| |                                    
| | Director                           









Issued in London, England on 9th November, 1995.



Certificate of authentication



This temporary Global Bond is duly authenticated.



..................................



Duly authorisedfor and on behalf of Union Bank of Switzerland, London branch,as Principal Paying Agent





THE SCHEDULE



PART
  I



PAYMENTS
  OF PRINCIPAL AND INTEREST



The following payments on this temporary Global Bond have been
  made:



|Date    | Interest   | Principal        | Remaining principal | Notation  
|------- | ---------- | ---------------- | ------------------- | ----------
|made    | paid       | paid             | amount of this      | made on   
|        |            |                  | temporary Global    | behalf of 
|        |            |                  | Bond following      | the Issuer
|        |            |                  | such payment        |           
|        |            |                  |                     |           
|        | £          | £                | £                   |           
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________
|_______ | __________ | ________________ | ___________________ | __________





PART II



EXCHANGES FOR DEFINITIVE BEARER BONDS AND

PURCHASES AND CANCELLATIONS



The following exchanges of a part of this temporary Global
  Bond for Definitive Bearer Bonds and/or purchases and cancellations of a part
  of this temporary Global Bond have been made:



|Date made | Part of Principal amount of this temporary
        Global Bond exchanged for Definitive Bearer Bonds | Part of principal amount of this temporary
        Global Bond purchased and cancelled | Aggregate principal amount of this temporary
        Global Bond following such exchange or purchase and cancellation | Notation made on behalf of the Issuer
|--------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | -------------------------------------
|          |                                                                                                      |                                                                                        |                                                                                                                       |                                      
|          | £                                                                                                    | £                                                                                      | £                                                                                                                     |                                      
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|_______   | __________                                                                                           | ________________                                                                       | ___________________                                                                                                   | __________                           
|          |                                                                                                      |                                                                                        |                                                                                                                       |                                      





EXHIBIT A



SOUTH WALES ELECTRICITY plc



£150,000,000



9 1/4 per cent. Bonds due 2020(the "Securities")



This is to certify that, based solely on certifications we
  have received in writing, by tested telex or by electronic transmission from
  member organisations appearing in our records as persons being entitled to a
  portion of the principal amount set forth below (our "Member Organisations")
  substantially to the effect set forth in the Trust Deed, as of the date hereof,
  £ principal amount of the above-captioned Securities (i) is owned by persons
  that are not citizens or residents of the United States, domestic partnerships,
  domestic corporations or any estate or trust the income of which is subject
  to United States Federal income taxation regardless of its source ("United
  States persons"), (ii) is owned by United States persons that (a) are foreign
  branches of United States financial institutions (as defined in U.S. Treasury
  Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
  for their own account or for resale, or (b) acquired the Securities through
  foreign branches of United States financial institutions and who hold the Securities
  through such United States financial institutions on the date hereof (and in
  either case (a) or (b), each such United States financial institution has agreed,
  on its own behalf or through its agent, that we may advise the Issuer or the
  Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A),
  (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
  thereunder), or (iii) is owned by United States or foreign financial institutions
  for purposes of resale during the restricted period (as defined in U.S. Treasury
  Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that
  United States or foreign financial institutions described in clause (iii) above
  (whether or not also described in clause (i) or (ii)) have certified that they
  have not acquired the Securities for purposes of resale directly or indirectly
  to a United States person or to a person within the United States or its possessions.



If the Securities are of the category contemplated in Section
  230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended,
  then this is also to certify with respect to such principal amount of Securities
  set forth above that, except as set forth below, we have received in writing,
  by tested telex or by electronic transmission, from our Member Organisations
  entitled to a portion of such principal amount, certifications with respect
  to such portion, substantially to the effect set forth in the Trust Deed.



We further certify (i) that we are not making available herewith
  for exchange (or, if relevant, exercise of any rights or collection of any interest)
  any portion of the temporary global Security excepted in such certifications
  and (ii) that as of the date hereof we have not received any notification from
  any of our Member Organisations to the effect that the statements made by such
  Member Organisations with respect to any portion of the part submitted herewith
  for exchange (or, if relevant, exercise of any rights or collection of any interest)
  are no longer true and cannot be relied upon as of the date hereof.



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



*Dated



[Morgan Guaranty Trust Company of New York,

Brussels office, as operator of the

Euroclear System] [Cedel Bank, société anonyme]



By: ..............................................

Authorised Signatory



EXHIBIT B



SOUTH WALES ELECTRICITY plc



£150,000,000



9 1/4 per cent. Bonds due 2020(the "Securities")



This is to certify that as of the date hereof, and except as
  set forth below, the above-captioned Securities held by you for our account
  (i) are owned by person(s) that are not citizens or residents of the United
  States, domestic partnerships, domestic corporations or any estate or trust
  the income of which is subject to United States Federal income taxation regardless
  of its source ("United States person(s)"), (ii) are owned by United States
  person(s) that (a) are foreign branches of United States financial institutions
  (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
  institutions") purchasing for their own account or for resale, or (b) acquired
  the Securities through foreign branches of United States financial institutions
  and who hold the Securities through such United States financial institutions
  on the date hereof (and in either case (a) or (b), each such United States financial
  institution hereby agrees, on its own behalf or through its agent, that you
  may advise the Issuer or the Issuer's agent that it will comply with the requirements
  of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
  amended, and the regulations thereunder), or (iii) are owned by United States
  or foreign financial institution(s) for purposes of resale during the restricted
  period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
  and in addition if the owner of the Securities is a United States or foreign
  financial institution described in clause (iii) above (whether or not also described
  in clause (i) or (ii)) this is further to certify that such financial institution
  has not acquired the Securities for the purposes of resale directly or indirectly
  to a United States person or to a person within the United States or its possessions.



If the Securities are of the category contemplated in Section
  230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended,
  (the "Act"), then this is also to certify that, except as set forth below
  (i) in the case of debt securities, the Securities are beneficially owned by
  (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in
  transactions which did not require registration under the Act; or (ii) in the
  case of equity securities, the Securities are owned by (x) non-U.S. person(s)
  (and such person(s) are not acquiring the Securities for the account or benefit
  of U.S. person(s)) or (y) U.S. person(s) who purchased the Securities in a transaction
  which did not require registration under the Act. If this certification is being
  delivered in connection with the exercise of warrants pursuant to Section 230.902(m)
  of Regulation S under the Act, then this is further to certify that, except
  as set forth below, the Securities are being exercised by and on behalf of non-U.S.
  person(s). As used in this paragraph the term "U.S. person" has the meaning
  given to it by Regulation S under the Act.



As used herein, "United States" means the United States
  of America (including the States and the District of Columbia); and its "possessions"
  include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
  and the Northern Mariana Islands.



We undertake to advise you promptly by tested telex on or prior
  to the date on which you intend to submit your certification relating to the
  Securities held by you for our account in accordance with your operating procedures
  if any applicable statement herein is not correct on such date, and in the absence
  of any such notification it may be assumed that this certification applies as
  of such date.



This certification excepts and does not relate to £       
  of such interest in the above Securities in respect of which we are not able
  to certify and as to which we understand exchange and delivery of definitive
  Securities (or, if relevant, exercise of any rights or collection of any interest)
  cannot be made until we do so certify.



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



* Dated



| | By: ......................                   
| | ---------------------------------------------
| |                                              
| | [Name of person
        giving certification]
| | (As, or as agent
        for, the beneficial 
| | owner(s) of the
        Securities           
| | to which this certification
        relates) 



THE SECOND SCHEDULE



Part I



- FORM OF DEFINITIVE ORIGINAL
  BEARER BOND -



ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
  BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
  THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
  CODE.







|[1,000/10,000/100,000] | XS0061222484 | [SERIES] | [Serial No.]
|---------------------- | ------------ | -------- | ------------





SOUTH WALES ELECTRICITY plc



(Incorporated in England and Wales with limited liability under
  theCompanies Act 1985 with registered number 2366985)



£150,000,000 9 1/4 PER CENT. BONDS DUE 2020





The issue of the Bonds was authorised by a resolution of the
  Board of Directors of South Wales Electricity plc (the "Issuer")
  passed on 6th October, 1995 and resolutions of a duly authorised Committee
  of such Board of Directors passed on 17th October, 1995 and 18thOctober,
  1995.



This Bond forms one of a series of Bonds constituted by a Trust
  Deed (the "Trust Deed") dated 9thNovember, 1995 made between
  the Issuer and Bankers Trustee Company Limitedas trustee for the holders
  of the Bonds and issued either as Bearer Bonds in the denominations of £1,000,
  £10,000 and £100,000 each with Coupons attached or as Registered
  Bonds in the denomination of £1 each or integral multiples thereof, in
  an aggregate principal amount of £150,000,000.



The Issuer for value received and subject to and in accordance
  with the Conditions endorsed hereon hereby promises to pay to the bearer on
  9thNovember, 2020 (or on such earlier date as the principal sum hereunder
  mentioned may become repayable in accordance with the said Conditions) the principal
  sum of:



£[1,000/10,000/100,000] ([One/Ten/One Hundred] Thousand
  pounds sterling)



together with interest on the said principal sum at the rate
  of 9 1/4per cent. per annum payable annually in arrear on 9thNovember
  and together with such other amounts (if any) as may be payable, all subject
  to and in accordance with the said Conditions and the provisions of the Trust
  Deed.



Neither this Bond nor the Coupons and Talon appertaining hereto
  shall be or become valid or obligatory for any purpose unless and until this
  Bond has been authenticated by or on behalf of the Principal Paying Agent.



IN WITNESS whereof this Bond has been executed on behalf of
  the Issuer.



| | SOUTH WALES
        ELECTRICITY plc
| | -----------------------------------
| |                                    
| | By: .............................. 
| |                                    
| | Director                           







Dated as of 9th November, 1995.



Issued in London, England.



Certificate of authentication



This Bond is duly authenticated.



...............................



Duly authorisedfor and on behalf of Union Bank of Switzerland, London branch,as Principal Paying Agent





- FORM
  OF ORIGINAL COUPON  -



On the front:



ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
  WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
  INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
  REVENUE CODE.





SOUTH WALES ELECTRICITY plc



£150,000,000 9 1/4 PER CENT. BONDS DUE 2020



Coupon appertaining to a Bond in the denomination of £[1,000/10,000/100,000]



| | This Coupon is
        separately      | Coupon for                           
| | -------------------------------------- | -------------------------------------
| | negotiable, payable
        to bearer, | £[92.50/925.00/9,250.00]             
| | and subject to
        the             | due on                               
| | Conditions of the
        said Bonds.  | 9th November, [199[
        ]/200[ ]]







|[No.] | [1,000/10,000/100,000] | XS0061222484 | [Series] | [Serial No.]
|----- | ---------------------- | ------------ | -------- | ------------







On the back:

PRINCIPAL PAYING AGENT





Union Bank of Switzerland100 Liverpool StreetLondon EC2M 2RH







OTHER PAYING AGENT





Union Bank of SwitzerlandBahnhofstrasse 458021 Zurich



- FORM OF ORIGINAL TALON -



On the front:



ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
  BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
  THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
  CODE.



SOUTH WALES ELECTRICITY plc



£150,000,000 9 1/4 PER CENT. BONDS DUE 2020



Talon appertaining to a Bond in the denomination of [£1,000/10,000/100,000]



On and after              
  ,                    [ten/five]
  further Coupons [and a further Talon] will be issued at the specified office
  of any of the Paying Agents set out on the reverse hereof (and/or any other
  or further Paying Agents and/or specified offices as may from time to time be
  duly appointed and notified to the Bondholders) upon production and surrender
  of this Talon.



This Talon may, in certain circumstances, become void under
  the Conditions of the said Bond.





|[No.] | [1,000/10,000/100,000] | XS0061222484 | [Series] | [Serial No.]
|----- | ---------------------- | ------------ | -------- | ------------







On the back:



PRINCIPAL PAYING AGENT



Union Bank of Switzerland100 Liverpool StreetLondon EC2M 2RH









OTHER PAYING AGENT



Union Bank of SwitzerlandBahnhofstrasse 458021 Zurich









Part II



- FORM OF ORIGINAL REGISTERED BOND -



ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
  BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
  THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
  CODE.





|XS0061222484 | [SERIES] | [REGISTRATION DATE] | [CERTIFICATE NO.]
|------------ | -------- | ------------------- | -----------------







SOUTH WALES ELECTRICITY plc



(Incorporated in England and Wales with limited liabilityunder the Companies Act 1985 with registered number 2366985)



£150,000,000 9 1/4 PER CENT. BONDS DUE 2020





The issue of the Bonds was authorised by a resolution of the
  Board of Directors of South Wales Electricity plc (the "Issuer")
  passed on 6th October, 1995 and resolutions of a duly authorised Committee
  of such Board of Directors passed on 17th October, 1995 and 18th October, 1995.



This Bond forms one of a series of Bonds constituted by a Trust
  Deed (the "Trust Deed") dated 9th November, 1995 made between the Issuer
  and Bankers Trustee Company Limitedas trustee for the holders of the
  Bonds and issued either as Bearer Bonds in the denominations of £1,000,
  £10,000 and £100,000 each with Coupons attached or as Registered
  Bonds in the denominations of £1 each or integral multiples thereof, in
  an aggregate principal amount of £150,000,000.



THIS IS TO CERTIFY that



of



is/are the registered holder(s) of one of the above-mentioned
  Registered Bonds and is/are entitled on 9th November, 2020 (or on such earlier
  date as the principal sum hereinafter mentioned may become repayable in accordance
  with the Conditions endorsed hereon) to the repayment of such principal sum
  of:



£[           
  ]([           ]pounds sterling)



together with such other amounts (if any) as may be payable,
  all subject to and in accordance with the said Conditions and the provisions
  of the Trust Deed.



Interest at the rate of 9 1/4 per cent. per annum is payable
  on the said principal sum annually in arrear on 9th November in each year, subject
  to and in accordance with the said Conditions and the provisions of the Trust
  Deed.



IN WITNESS whereof this Registered Bond has been executed on
  behalf of the Issuer.



| | SOUTH WALES
        ELECTRICITY plc
| | -----------------------------------
| |                                    
| | By: .............................. 
| |                                    
| | Director                           



































































This certificate must be surrendered before any transfer of
  the whole or part of the Registered Bonds herein mentioned can be registered.



- FORM
  OF TRANSFER OF REGISTERED BOND -



FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
  and transfer(s) to



|...............................................................................................................
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|...............................................................................................................
|                                                                                                               
|...............................................................................................................



(Please print or type name and address (including postal code)
  of transferee)



£[           ]
  principal amount of this Bond and all rights hereunder, hereby irrevocably constituting
  and appointing ......................................................... as
  attorney to transfer such principal amount of this Registered Bond in the register
  maintained by South Wales Electricity plc with full power of substitution.



| | Signature(s) of
        Transferor(s) | ......................
| | ------------------------------------- | ----------------------
| |                                       |                       
| |                                       | ......................



Date: ..............



N.B.:



1.     This form of transfer must
  be accompanied by such documents, evidence and information as may be required
  pursuant to the Conditions and must be executed under the hand of the transferor
  or, if the transferor is a corporation, either under its common seal or under
  the hand of two of its officers duly authorised in writing and, in such latter
  case, the document so authorising such officers must be delivered with this
  form of transfer.



2.     In each case the signature(s)
  must be guaranteed by a commercial bank with a correspondent bank in New York
  City, Luxembourg or London or by an institution which is a member of The New
  York Stock Exchange or The American Stock Exchange in New York City or the Luxembourg
  Stock Exchange or The International Stock Exchange of the United Kingdom and
  the Republic of Ireland Limited.



3.     The signature(s) on this form
  of transfer must correspond with the name(s) as it/they appear(s) on the face
  of this Registered Bond in every particular, without alteration or enlargement
  or any change whatever.



4.     Registered Bonds are only transferable
  in amounts of £1 or any integral multiples thereof.





Part III



- CONDITIONS OF THE ORIGINAL
  BONDS -





PRINCIPAL PAYING AGENT





Union Bank of Switzerland100 Liverpool StreetLondon EC2M 2RH





OTHER PAYING AGENT





Union Bank of SwitzerlandBahnhofstrasse 458021 Zurich







REGISTRAR





Barclays Bank PLCBourne House34 Beckenham RoadBeckenhamKent BR3 4TU





and/or such other or further Principal Paying Agent and other
  Paying Agents and Registrar and/or specified offices as may from time to time
  be appointed by the Issuer with the approval of the Trustee and notice of which
  has been given to the Bondholders.





THE THIRD SCHEDULE



REGISTER AND TRANSFER OF REGISTERED SECURITIES



1.     The Issuer shall at all times
  ensure that the Registrar maintains in the United Kingdom, or at such other
  place as the Trustee may agree, a register showing the amount of the Registered
  Securities from time to time outstanding and the dates of issue and all subsequent
  transfers and changes of ownership thereof and the names and addresses of the
  holders of the Registered Securities. The Trustee and the holders of the Registered
  Securities or any of them and any person authorised by it or any of them may
  at all reasonable times during office hours inspect the register and take copies
  of or extracts from it. The register may be closed by the Issuer for such periods
  at such times (not exceeding in total 30 days in any one year) as it may
  think fit.



2.     Each Registered Security shall
  have an identifying serial number which shall be entered on the register.



3.     The Registered Securities are
  transferable by execution of the form of transfer endorsed thereon under the
  hand of the transferor or, where the transferor is a corporation, under its
  common seal or under the hand of two of its officers duly authorised in writing.
  In each case the signature(s) must be guaranteed by a commercial bank with a
  correspondent bank in New York City, Luxembourg or London or by an institution
  which is a member of The New York Stock Exchange or The American Stock Exchange
  in New York City or the Luxembourg Stock Exchange or The International Stock
  Exchange of the United Kingdom and the Republic of Ireland Limited.



4.     The Registered Securities to
  be transferred must be delivered for registration to the specified office of
  the Registrar or any Transfer Agent with the form of transfer endorsed thereon
  duly completed and executed and must be accompanied by such documents, evidence
  and information as may be required pursuant to the Conditions and such other
  evidence as the Issuer may reasonably require to prove the title of the transferor
  or his right to transfer the Registered Securities and, if the form of transfer
  is executed by some other person on his behalf or in the case of the execution
  of a form of transfer on behalf of a corporation by its officers, the authority
  of that person or those persons to do so.



5.     The executors or administrators
  of a deceased holder of Registered Securities (not being one of several joint
  holders) and in the case of the death of one or more of several joint holders
  the survivor or survivors of such joint holders shall be the only person or
  persons recognised by the Issuer as having any title to such Registered Securities.



6.     Any person becoming entitled
  to Registered Securities in consequence of the death or bankruptcy of the holder
  of such Registered Securities may upon producing such evidence that he holds
  the position in respect of which he proposes to act under this paragraph or
  of his title as the Issuer shall require be registered himself as the holder
  of such Registered Securities or, subject to the preceding paragraphs as to
  transfer, may transfer such Registered Securities. The Issuer shall be at liberty
  to retain any amount payable upon the Registered Securities to which any person
  is so entitled until such person shall be registered as aforesaid or shall duly
  transfer the Registered Securities.



7.     Unless otherwise requested
  by him, the holder of Registered Securities of any series shall be entitled
  to receive only one Registered Security in respect of his entire holding of
  such series.



8.     The joint holders of Registered
  Securities of any series shall be entitled to one Registered Security only in
  respect of their joint holding of such series which shall, except where they
  otherwise direct, be delivered to the joint holder whose name appears first
  in the register of the holders of Registered Securities in respect of such joint
  holding.



9.     Where a holder of Registered
  Securities has transferred part only of his holding of any series there shall
  be delivered to him without charge a Registered Security in respect of the balance
  of such holding.



10.     The Issuer shall make no charge
  to the Holders for the registration of any holding of Registered Securities
  or any transfer thereof or for the issue thereof or for the delivery thereof
  at the specified office of the Registrar or of any Transfer Agent or by post
  to the address specified by the Holder. If any Holder entitled to receive a
  Registered Security wishes to have the same delivered to him otherwise than
  at the specified office of the Registrar or of any Transfer Agent, such delivery
  shall be made, upon his written request to the Registrar or such Transfer Agent,
  at his risk and (except where sent by ordinary uninsured mail to the address
  specified by the Holder) at his expense.



11.     The holder of a Registered
  Security may (to the fullest extent permitted by applicable laws) be treated
  at all times, by all persons and for all purposes as the absolute owner of such
  Registered Security notwithstanding any notice any person may have of the right,
  title, interest or claim of any other person thereto. The Issuer and the Trustee
  shall not be bound to see to the execution of any trust to which any Registered
  Security may be subject and no notice of any trust shall be entered on the register.
  The holder of a Registered Security will be recognised by the Issuer as entitled
  to his Registered Security free from any equity, set-off or counterclaim on
  the part of the Issuer against the original or any intermediate holder of such
  Registered Security.





THE FOURTH SCHEDULE



PROVISIONS FOR MEETINGS OF HOLDERS



1.     (A)     As
  used in this Schedule the following expressions shall have the following meanings
  unless the context otherwise requires:



(i)     "voting certificate"
  shall mean an English language certificate issued by a Paying Agent and dated
  in which it is stated:



(a)     that on the date thereof Bearer
  Securities (not being Bearer Securities in respect of which a block voting instruction
  has been issued and is outstanding in respect of the meeting specified in such
  voting certificate or any adjourned such meeting) were deposited with such Paying
  Agent or (to the satisfaction of such Paying Agent) were held to its order or
  under its control and that no such Bearer Securities will cease to be so deposited
  or held until the first to occur of:



(1)     the conclusion of the meeting
  specified in such certificate or, if later, of any adjourned such meeting; and



(2)     the surrender of the certificate
  to the Paying Agent who issued the same; and



(b)     that the bearer thereof is
  entitled to attend and vote at such meeting and any adjourned such meeting in
  respect of the Bearer Securities represented by such certificate;



(ii)     "block voting instruction"
  shall mean an English language document issued by a Paying Agent and dated in
  which:



(a)     it is certified that Bearer
  Securities (not being Bearer Securities in respect of which a voting certificate
  has been issued and is outstanding in respect of the meeting specified in such
  block voting instruction and any adjourned such meeting) have been deposited
  with such Paying Agent or (to the satisfaction of such Paying Agent) were held
  to its order or under its control and that no such Bearer Securities will cease
  to be so deposited or held until the first to occur of:



(1)     the conclusion of the meeting
  specified in such document or, if later, of any adjourned such meeting; and



(2)     the surrender to the Paying
  Agent not less than 48 hours before the time for which such meeting or
  any adjourned such meeting is convened of the receipt issued by such Paying
  Agent in respect of each such deposited Bearer Security which is to be released
  or (as the case may require) the Bearer Security or Bearer Securities ceasing
  with the agreement of the Paying Agent to be held to its order or under its
  control and the giving of notice by the Paying Agent to the Issuer in accordance
  with paragraph 17 below of the necessary amendment to the block voting
  instruction;



(b)     it is certified that each
  holder of such Bearer Securities has instructed such Paying Agent that the vote(s)
  attributable to the Bearer Security or Bearer Securities so deposited or held
  should be cast in a particular way in relation to the resolution or resolutions
  to be put to such meeting or any adjourned such meeting and that all such instructions
  are during the period commencing 48 hours prior to the time for which such
  meeting or any adjourned such meeting is convened and ending at the conclusion
  or adjournment thereof neither revocable nor capable of amendment;



(c)     the aggregate principal amount
  of the Bearer Securities so deposited or held are listed distinguishing with
  regard to each such resolution between those in respect of which instructions
  have been given as aforesaid that the votes attributable thereto should be cast
  in favour of the resolution and those in respect of which instructions have
  been so given that the votes attributable thereto should be cast against the
  resolution; and



(d)     one or more persons named
  in such document (each hereinafter called a "proxy") is or are authorised
  and instructed by such Paying Agent to cast the votes attributable to the Bearer
  Securities so listed in accordance with the instructions referred to in (c)
  above as set out in such document;



(iii)     "24 hours" shall
  mean a period of 24 hours including all or part of a day upon which banks are
  open for business in both the place where the relevant meeting is to be held
  and in each of the places where the Paying Agents have their specified offices
  (disregarding for this purpose the day upon which such meeting is to be held)
  and such period shall be extended by one period or, to the extent necessary,
  more periods of 24 hours until there is included as aforesaid all or part of
  a day upon which banks are open for business in all of the places as aforesaid;
  and



(iv)     "48 hours" shall mean
  a period of 48 hours including all or part of two days upon which banks are
  open for business both in the place where the relevant meeting is to be held
  and in each of the places where the Paying Agents have their specified offices
  (disregarding for this purpose the day upon which such meeting is to be held)
  and such period shall be extended by one period or, to the extent necessary,
  more periods of 24 hours until there is included as aforesaid all or part of
  two days upon which banks are open for business in all of the places as aforesaid.



(B)     A holder of a Bearer Security
  may obtain a voting certificate in respect of such Bearer Security from a Paying
  Agent or require a Paying Agent to issue a block voting instruction in respect
  of such Bearer Security by depositing such Bearer Security with such Paying
  Agent or (to the satisfaction of such Paying Agent) by such Bearer Security
  being held to its order or under its control, in each case not less than 48
  hours before the time fixed for the relevant meeting and on the terms set out
  in sub-paragraph (A)(i)(a) or (A)(ii)(a) above (as the case may be), and (in
  the case of a block voting instruction) instructing such Paying Agent to the
  effect set out in sub-paragraph (A)(ii)(b) above. The holder of any voting certificate
  or the proxies named in any block voting instruction shall for all purposes
  in connection with the relevant meeting or adjourned meeting of Holders be deemed
  to be the holder of the Bearer Securities to which such voting certificate or
  block voting instruction relates and the Paying Agent with which such Bearer
  Securities have been deposited or the person holding the same to the order or
  under the control of such Paying Agent shall be deemed for such purposes not
  to be the holder of those Bearer Securities.



(C)     (i)     A
  holder of Registered Securities may, by an instrument in writing in the English
  language (a "form of proxy") signed by the holder or, in the case of
  a corporation, executed under its common seal or signed on its behalf by an
  attorney or a duly authorised officer of the corporation and delivered to the
  specified office of the Registrar or any Transfer Agent not less than 48 hours
  before the time fixed for the relevant meeting, appoint any person (a "proxy")
  to act on his or its behalf in connection with any meeting of the Holders and
  any adjourned such meeting.



(ii)     Any holder of Registered
  Securities which is a corporation may by resolution of its directors or other
  governing body authorise any person to act as its representative (a "representative")
  in connection with any meeting of the Holders and any adjourned such meeting.



(iii)     Any proxy appointed pursuant
  to sub-paragraph (i) above or representative appointed pursuant to sub-paragraph (ii)
  above shall so long as such appointment remains in force be deemed, for all
  purposes in connection with the relevant meeting or adjourned meeting of the
  Holders, to be the holder of the Registered Securities to which such appointment
  relates and the holder of the Registered Securities shall be deemed for such
  purposes not to be the holder.



2.     The Issuer or the Trustee may
  at any time and the Issuer shall upon a requisition in writing signed by the
  holders of not less than one-tenth in principal amount of the Securities of
  any series for the time being outstanding convene a meeting of the Holders and
  if the Issuer makes default for a period of seven days in convening such a meeting
  the same may be convened by the Trustee or the requisitionists. Every such meeting
  shall be held at such time and place as the Trustee may appoint or approve.



3.     At least 21 days' notice
  (exclusive of the day on which the notice is given and the day on which the
  meeting is to be held) specifying the place, day and hour of meeting shall be
  given to the Holders prior to any meeting of the Holders in the manner provided
  by Condition 16. Such notice, which shall be in the English language, shall
  state generally the nature of the business to be transacted at the meeting thereby
  convened but (except for an Extraordinary Resolution) it shall not be necessary
  to specify in such notice the terms of any resolution to be proposed. Such notice
  shall include statements, if applicable, to the effect that (i) Bearer
  Securities may, not less than 48 hours before the time fixed for the meeting,
  be deposited with Paying Agents or (to their satisfaction) held to their order
  or under their control for the purpose of obtaining voting certificates or appointing
  proxies and (ii) the holders of Registered Securities may appoint proxies
  by executing and delivering a form of proxy in the English language to the specified
  office of the Registrar or any Transfer Agent not less than 48 hours before
  the time fixed for the meeting or, in the case of corporations, may appoint
  representatives by resolution of their directors or other governing body. A
  copy of the notice shall be sent by post to the Trustee (unless the meeting
  is convened by the Trustee) and to the Issuer (unless the meeting is convened
  by the Issuer).



4.     A person (who may but need
  not be a Holder) nominated in writing by the Trustee shall be entitled to take
  the chair at the relevant meeting or adjourned meeting but if no such nomination
  is made or if at any meeting or adjourned meeting the person nominated shall
  not be present within 15 minutes after the time appointed for holding the meeting
  or adjourned meeting the Holders present shall choose one of their number to
  be Chairman, failing which the Issuer may appoint a Chairman. The Chairman of
  an adjourned meeting need not be the same person as was Chairman of the meeting
  from which the adjournment took place.



5.     At any such meeting one or
  more persons present holding Securities or voting certificates or being proxies
  or representatives and holding or representing in the aggregate not less than
  one-twentieth of the principal amount of the Securities for the time being outstanding
  shall (except for the purpose of passing an Extraordinary Resolution) form a
  quorum for the transaction of business and no business (other than the choosing
  of a Chairman) shall be transacted at any meeting unless the requisite quorum
  be present at the commencement of the relevant business. The quorum at any such
  meeting for passing an Extraordinary Resolution shall (subject as provided below)
  be one or more persons present holding Securities or voting certificates or
  being proxies or representatives and holding or representing in the aggregate
  a clear majority in principal amount of the Securities for the time being outstanding
  PROVIDED THAT at any meeting the business of which includes any of the following
  matters (each of which shall, subject only to Clause 18(B)(ii), only be
  capable of being effected after having been approved by Extraordinary Resolution)
  namely:



(i)     reduction or cancellation
  of the amount payable or, where applicable, modification, except where such
  modification is in the opinion of the Trustee bound to result in an increase,
  of the method of calculating the amount payable or modification of the date
  of payment or, where applicable, of the method of calculating the date of payment
  in respect of any principal, premium or interest in respect of the Securities;



(ii)     alteration of the currency
  in which payments under the Securities and Coupons are to be made;



(iii)     alteration of the majority
  required to pass an Extraordinary Resolution;



(iv)     the sanctioning of any such
  scheme or proposal as is described in paragraph 18(I) below; and



(v)     alteration of this proviso
  or the proviso to paragraph 6 below;



the quorum shall be one or more persons present holding Securities
  or voting certificates or being proxies or representatives and holding or representing
  in the aggregate not less than two-thirds of the principal amount of the Securities
  for the time being outstanding.



6.     If within 15 minutes (or such
  longer period not exceeding 30 minutes as the Chairman may decide) after the
  time appointed for any such meeting a quorum is not present for the transaction
  of any particular business, then, subject and without prejudice to the transaction
  of the business (if any) for which a quorum is present, the meeting shall if
  convened upon the requisition of Holders be dissolved. In any other case it
  shall stand adjourned to the same day in the next week (or if such day is a
  public holiday the next succeeding business day) at the same time and place
  (except in the case of a meeting at which an Extraordinary Resolution is to
  be proposed in which case it shall stand adjourned for such period, being not
  less than 13 clear days nor more than 42 clear days, and to such place
  as may be appointed by the Chairman either at or subsequent to such meeting
  and approved by the Trustee). If within 15 minutes (or such longer period not
  exceeding 30 minutes as the Chairman may decide) after the time appointed for
  any adjourned meeting a quorum is not present for the transaction of any particular
  business, then, subject and without prejudice to the transaction of the business
  (if any) for which a quorum is present, the Chairman may either (with the approval
  of the Trustee) dissolve such meeting or adjourn the same for such period, being
  not less than 13 clear days (but without any maximum number of clear days),
  and to such place as may be appointed by the Chairman either at or subsequent
  to such adjourned meeting and approved by the Trustee, and the provisions of
  this sentence shall apply to all further adjourned such meetings. At any adjourned
  meeting one or more persons present holding Securities or voting certificates
  or being proxies or representatives (whatever the principal amount of the Securities
  so held or represented by them) shall (subject as provided below) form a quorum
  and shall (subject as provided below) have power to pass any Extraordinary Resolution
  or other resolution and to decide upon all matters which could properly have
  been dealt with at the meeting from which the adjournment took place had the
  requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum
  for the transaction of business comprising any of the matters specified in the
  proviso to paragraph 5 above shall be one or more persons present holding
  Securities or voting certificates or being proxies or representatives and holding
  or representing in the aggregate not less than one-third of the principal amount
  of the Securities for the time being outstanding.



7.     Notice of any adjourned meeting
  at which an Extraordinary Resolution is to be submitted shall be given in the
  same manner as notice of an original meeting but as if 10 were substituted
  for 21 in paragraph 3 above and such notice shall state the relevant
  quorum. Subject as aforesaid it shall not be necessary to give any notice of
  an adjourned meeting.



8.     Every question submitted to
  a meeting shall be decided in the first instance by a show of hands and in case
  of equality of votes the Chairman shall both on a show of hands and on a poll
  have a casting vote in addition to the vote or votes (if any) to which he may
  be entitled as a Holder or as a holder of a voting certificate or as a proxy
  or as a representative.



9.     At any meeting unless a poll
  is (before or on the declaration of the result of the show of hands) demanded
  by the Chairman, the Issuer, the Trustee or any person present holding a Security
  or a voting certificate or being a proxy or representative (whatever the principal
  amount of the Securities so held or represented by him) a declaration by the
  Chairman that a resolution has been carried or carried by a particular majority
  or lost or not carried by a particular majority shall be conclusive evidence
  of the fact without proof of the number or proportion of the votes recorded
  in favour of or against such resolution.



10.     Subject to paragraph 12
  below, if at any such meeting a poll is so demanded it shall be taken in such
  manner and subject as hereinafter provided either at once or after an adjournment
  as the Chairman directs and the result of such poll shall be deemed to be the
  resolution of the meeting at which the poll was demanded as at the date of the
  taking of the poll. The demand for a poll shall not prevent the continuance
  of the meeting for the transaction of any business other than the motion on
  which the poll has been demanded.



11.     The Chairman may with the
  consent of (and shall if directed by) any such meeting adjourn the same from
  time to time and from place to place but no business shall be transacted at
  any adjourned meeting except business which might lawfully (but for lack of
  required quorum) have been transacted at the meeting from which the adjournment
  took place.



12.     Any poll demanded at any such
  meeting on the election of a Chairman or on any question of adjournment shall
  be taken at the meeting without adjournment.



13.     The Trustee and its lawyers
  and any director, officer or employee of a corporation being a trustee of these
  presents and any director or officer of the Issuer and its lawyers and any other
  person authorised so to do by the Trustee may attend and speak at any meeting.
  Save as aforesaid, but without prejudice to the proviso to the definition of
  "outstanding" in Clause 1, no person shall be entitled to attend and speak
  nor shall any person be entitled to vote at any meeting of the Holders or join
  with others in requesting the convening of such a meeting or to exercise the
  rights conferred on the Holders by Conditions 12 and 13 unless he
  either produces the Bearer Security or Bearer Securities of which he is the
  holder or a voting certificate or is a proxy or a representative or is the holder
  of a Registered Security or Registered Securities. No person shall be entitled
  to vote at any meeting in respect of Securities held by, for the benefit of,
  or on behalf of, the Issuer, any Subsidiary of the Issuer, any holding company
  of the Issuer or any other Subsidiary of such holding company. Nothing herein
  shall prevent any of the proxies named in any block voting instruction or form
  of proxy or any representative from being a director, officer or representative
  of or otherwise connected with the Issuer.



14.     Subject as provided in paragraph 13
  above at any meeting:



(A)     on a show of hands every person
  who is present in person and produces a Bearer Security or voting certificate
  or is a holder of Registered Securities or is a proxy or representative shall
  have one vote; and



(B)     on a poll every person who
  is so present shall have one vote in respect of each £1 or such other
  amount as the Trustee may in its absolute discretion stipulate (or, in the case
  of meetings of holders of Securities denominated in another currency, such amount
  in such other currency as the Trustee in its absolute discretion may stipulate)
  in principal amount of the Securities so produced or represented by the voting
  certificate so produced or in respect of which he is a proxy or representative
  or in respect of which he is the holder.



Without prejudice to the obligations of the proxies named in
  any block voting instruction or form of proxy any person entitled to more than
  one vote need not use all his votes or cast all the votes to which he is entitled
  in the same way.



15.     The proxies named in any block
  voting instruction or form of proxy and representatives need not be Holders.



16.     Each block voting instruction
  together (if so requested by the Trustee) with proof satisfactory to the Trustee
  of its due execution on behalf of the relevant Paying Agent and each form of
  proxy shall be deposited by the relevant Paying Agent or (as the case may be)
  by the Registrar or the relevant Transfer Agent at such place as the Trustee
  shall approve not less than 24 hours before the time appointed for holding
  the meeting or adjourned meeting at which the proxies named in the block voting
  instruction or form of proxy propose to vote and in default the block voting
  instruction or form of proxy shall not be treated as valid unless the Chairman
  of the meeting decides otherwise before such meeting or adjourned meeting proceeds
  to business. A notarially certified copy of each block voting instruction and
  form of proxy shall be deposited with the Trustee before the commencement of
  the meeting or adjourned meeting but the Trustee shall not thereby be obliged
  to investigate or be concerned with the validity of or the authority of the
  proxies named in any such block voting instruction or form of proxy.



17.     Any vote given in accordance
  with the terms of a block voting instruction or form of proxy shall be valid
  notwithstanding the previous revocation or amendment of the block voting instruction
  or form of proxy or of any of the Holders' instructions pursuant to which it
  was executed provided that no intimation in writing of such revocation or amendment
  shall have been received from the relevant Paying Agent or in the case of a
  Registered Security from the holder thereof by the Issuer at its registered
  office (or such other place as may have been required or approved by the Trustee
  for the purpose) by the time being 24 hours and 48 hours respectively
  before the time appointed for holding the meeting or adjourned meeting at which
  the block voting instruction or form of proxy is to be used.



18.     A meeting of the Holders shall
  in addition to the powers hereinbefore given have the following powers exercisable
  only by Extraordinary Resolution (subject to the provisions relating to quorum
  contained in paragraphs 5 and 6 above) namely:



(A)     Power to sanction any compromise
  or arrangement proposed to be made between the Issuer, the Trustee, any Appointee
  and the Holders and Couponholders or any of them.



(B)     Power to sanction any abrogation,
  modification, compromise or arrangement in respect of the rights of the Trustee,
  any Appointee, the Holders, the Couponholders, the Issuer against any other
  or others of them or against any of their property whether such rights shall
  arise under these presents or otherwise.



(C)     Power to assent to any modification
  of the provisions of these presents which shall be proposed by the Issuer, the
  Trustee or any Holder.



(D)     Power to give any authority
  or sanction which under the provisions of these presents is required to be given
  by Extraordinary Resolution.



(E)     Power to appoint any persons
  (whether Holders or not) as a committee or committees to represent the interests
  of the Holders and to confer upon such committee or committees any powers or
  discretions which the Holders could themselves exercise by Extraordinary Resolution.



(F)     Power to approve of a person
  to be appointed a trustee and power to remove any trustee or trustees for the
  time being of these presents.



(G)     Power to discharge or exonerate
  the Trustee and/or any Appointee from all liability in respect of any act or
  omission for which the Trustee and/or such Appointee may have become responsible
  under these presents.



(H)     Power to authorise the Trustee
  and/or any Appointee to concur in and execute and do all such deeds, instruments,
  acts and things as may be necessary to carry out and give effect to any Extraordinary
  Resolution.



(I)     Power to sanction any scheme
  or proposal for the exchange or sale of the Securities for or the conversion
  of the Securities into or the cancellation of the Securities in consideration
  of shares, stock, bonds, notes, debentures, debenture stock and/or other obligations
  and/or securities of the Issuer or any other company formed or to be formed,
  or for or into or in consideration of cash, or partly for or into or in consideration
  of such shares, stock, bonds, notes, debentures, debenture stock and/or other
  obligations and/or securities as aforesaid and partly for or into or in consideration
  of cash.



19.     Any resolution passed at a
  meeting of the Holders duly convened and held in accordance with these presents
  shall be binding upon all the Holders whether present or not present at such
  meeting and whether or not voting and upon all Couponholders and each of them
  shall be bound to give effect thereto accordingly and the passing of any such
  resolution shall be conclusive evidence that the circumstances justify the passing
  thereof. Notice of the result of the voting on any resolution duly considered
  by the Holders shall be published in accordance with Condition 16 by the
  Issuer within 14 days of such result being known PROVIDED THAT the non-publication
  of such notice shall not invalidate such result.



20.     The expression "Extraordinary
  Resolution" when used in these presents means (a) a resolution passed at
  a meeting of the Holders duly convened and held in accordance with these presents
  by a majority consisting of not less than three-fourths of the persons voting
  thereat upon a show of hands or if a poll is duly demanded by a majority consisting
  of not less than three-fourths of the votes cast on such poll or (b) a resolution
  in writing signed by or on behalf of all the Holders, which resolution in writing
  may be contained in one document or in several documents in like form each signed
  by or on behalf of one or more of the Holders.



21.     Minutes of all resolutions
  and proceedings at every meeting of the Holders shall be made and entered in
  books to be from time to time provided for that purpose by the Issuer and any
  such Minutes as aforesaid if purporting to be signed by the Chairman of the
  meeting at which such resolutions were passed or proceedings transacted shall
  be conclusive evidence of the matters therein contained and until the contrary
  is proved every such meeting in respect of the proceedings of which Minutes
  have been made shall be deemed to have been duly held and convened and all resolutions
  passed or proceedings transacted thereat to have been duly passed or transacted.



22.     (A)     If
  and whenever the Issuer shall have issued and have outstanding Securities of
  more than one series the foregoing provisions of this Schedule shall have effect
  subject to the following modifications:



(i)     a resolution which in the
  opinion of the Trustee affects the Securities of only one series shall be deemed
  to have been duly passed if passed at a separate meeting of the holders of the
  Securities of that series;



(ii)     a resolution which in the
  opinion of the Trustee affects the Securities of more than one series but does
  not give rise to a conflict of interest between the holders of Securities of
  any of the series so affected shall be deemed to have been duly passed if passed
  at a single meeting of the holders of the Securities of all the series so affected;



(iii)     a resolution which in the
  opinion of the Trustee affects the Securities of more than one series and gives
  or may give rise to a conflict of interest between the holders of the Securities
  of one series or group of series so affected and the holders of the Securities
  of another series or group of series so affected shall be deemed to have been
  duly passed only if passed at separate meetings of the holders of the Securities
  of each series or group of series so affected; and



(iv)     to all such meetings all
  the preceding provisions of this Schedule shall mutatis mutandisapply
  as though references therein to Securities, Holders and holders were references
  to the Securities of the series or group of series in question or to the holders
  of such Securities, as the case may be.



(B)     If the Issuer shall have issued
  and have outstanding Securities which are not denominated in pounds sterling,
  in the case of any meeting of holders of Securities of more than one currency
  the principal amount of such Securities shall (i) for the purposes of paragraph
  2 above be the equivalent in pounds sterling at the spot rate of a bank nominated
  by the Trustee for the conversion of the relevant currency or currencies into
  pounds sterling on the seventh dealing day prior to the day on which the requisition
  in writing is received by the Issuer and (ii) for the purposes of paragraphs
  5, 6 and 14 above (whether in respect of the meeting or any adjourned such meeting
  or any poll resulting therefrom) be the equivalent at such spot rate on the
  seventh dealing day prior to the day of such meeting. In such circumstances,
  on any poll each person present shall have one vote for each £1 (or such
  other pound sterling amount as the Trustee may in its absolute discretion stipulate)
  in principal amount of the Securities (converted as above) which he holds or
  represents.



23.     Subject to all other provisions
  of these presents the Trustee may without the consent of the Issuer, the Holders
  or the Couponholders prescribe such further regulations regarding the requisitioning
  and/or the holding of meetings of Holders and attendance and voting thereat
  as the Trustee may in its sole discretion think fit.







|EXECUTEDas
        a deed by        | ) | 
|----------------------------------- | - | 
|SOUTH WALES
        ELECTRICITY plc | ) | 
|acting by A.
        AUER           | ) | 
|and K. HOWARD                       |   | 



| | A. AUER  
| | ---------
| | Director 
| |          
| | K. HOWARD
| | Secretary





|THE COMMON SEAL
        of BANKERS               | ) |     
|------------------------------------------------ | - | ----
|TRUSTEE COMPANY
        LIMITED was              | ) | SEAL
|affixed to this
        deed in the presence of: | ) |     



| | A.G. BUCKLAND     
| | ------------------
| | Director          
| |                   
| | MARK JONES        
| | Associate Director

















































ICM:73878.1

| | DATED 9TH
        NOVEMBER, 1995        
| | ----------------------------------------
| |                                         
| |                                         
| | SOUTH WALES ELECTRICITY
        plc     
| |                                         
| |                                         
| | - and -                                 
| |                                         
| |                                         
| | BANKERS TRUSTEE
        COMPANY LIMITED 
| |                                         
| |                                         
| | __________________________________      
| |                                         
| | TRUST DEED                              
| |                                         
| | constituting                            
| |                                         
| | £150,000,000                            
| | 9 1/4 per cent.
        Bonds due 2020  
| |                                         
| | (with authority
        to issue further
| | bonds or notes)                         
| |                                         
| | __________________________________      
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| |                                         
| | For the Issuer:                         
| |                                         
| | Herbert Smith                           
| | Exchange Square                         
| | Primrose Street                         
| | London EC2A 2HS                         
| |                                         
| |                                         
| | For the Trustee:                        
| |                                         
| | Allen & Overy                           
| | One New Change                          
| | London EC4M 9QQ                         



CONFORMED COPY







DATED 9THNOVEMBER, 1995





SOUTH WALES ELECTRICITY plc





- and -



BANKERS TRUSTEE COMPANY LIMITED





_______________________________



TRUST DEED



constituting



£150,000,0009 1/4 per cent. Bonds due 2020



(with authority to issue furtherbonds or notes)



__________________________________















For the Issuer:



Herbert SmithExchange HousePrimrose StreetLondon EC2A 2HS



For the Trustee:



Allen & OveryOne New ChangeLondon EC4M 9QQ





TABLE OF CONTENTS

|CLAUSE |                                                                         | PAGE
|------ | ----------------------------------------------------------------------- | ----
|       |                                                                         |     
|1.     | Definitions                                                             | 1   
|2.     | Covenant to Repay
        and to Pay Interest on Original Bonds         | 9   
|       | Trustee's Requirements
        Regarding Paying Agents                  | 10  
|       | Further Issues                                                          | 11  
|3.     | Form and Issue
        of Original Bonds and Original Coupons           | 12  
|4.     | Fees, Duties and
        Taxes                                          | 13  
|5.     | Covenant of Compliance                                                  | 13  
|6.     | Cancellation of
        Securities and Records                          | 13  
|7.     | Enforcement                                                             | 15  
|8.     | Proceedings, Action
        and Indemnification                         | 15  
|9.     | Application of
        Moneys                                           | 15  
|10.    | Notice of Payments                                                      | 16  
|11.    | Investment by Trustee                                                   | 16  
|12.    | Partial Payments                                                        | 16  
|13.    | Covenants by the
        Issuer                                         | 17  
|14.    | Remuneration and
        Indemnification of Trustee                     | 21  
|15.    | Supplement to Trustee
        Act 1925                                  | 22  
|16.    | Trustee's Liability                                                     | 26  
|17.    | Trustee Contracting
        with Issuer                                 | 26  
|18.    | Waiver, Authorisation
        and Determination                         | 27  
|       | Modification                                                            | 27  
|19.    | Holder of Definitive
        Bearer Security Assumed to be Couponholder | 27  
|       | No Notice to Couponholders                                              | 28  
|       | Entitlement to
        Treat Holder as Absolute Owner                   | 28  
|20.    | Substitution                                                            | 28  
|21.    | Currency Indemnity                                                      | 29  
|22.    | New Trustee                                                             | 30  
|       | Separate and Co-Trustees                                                | 30  
|23.    | Trustee's Retirement
        and Removal                                | 30  
|24.    | Trustee's Powers
        to be Additional                               | 31  
|25.    | Notices                                                                 | 31  
|26.    | Governing Law                                                           | 31  
|27.    | Counterparts                                                            | 32  



Schedules



|The First Schedule  | Form of Original
        Global Bond                   | 33
|------------------- | ------------------------------------------------------ | --
|                    |                                                        |   
|The Second Schedule | Form of Definitive
        Original Bearer Bond        | 43
|                    | Form of Original
        Coupon                        | 45
|                    | Form of Original
        Talon                         | 47
|                    | Form of Original
        Registered Bond               | 49
|                    | Conditions of the
        Original Bonds               | 52
|                    |                                                        |   
|The Third Schedule  | Register and Transfer
        of Registered Securities | 71
|                    |                                                        |   
|The Fourth Schedule | Provisions for
        Meetings of Holders             | 73