|Exhibit 4(o)-2CONFORMED COPY                                                                                                                                                                                                                                                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Dated
        27 May 2003                                                                                                                                                                                                                                                                                                                                                                                                          
|WESTERN POWER 
        DISTRIBUTION (SOUTH WEST) PLC
      and
      J.P. MORGAN CORPORATE TRUSTEE SERVICES LIMITED
      
      
      
      
      
      
      SUPPLEMENTAL TRUST DEED
      constituting 
        £50,000,000 5.875 per cent. Bonds due 2027
        to be consolidated and form a single series 
        with the £200,000,000 5.875 per cent. Bonds due 2027 
        issued by the Issuer on 25 March 2003
|                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Linklaters                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ref: AMS/DAXL                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                   

This Supplemental Trust Deed is made
  on 27 May 2003 between:

1. WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC("WPD
      South West" or the "Issuer") a company incorporated
      in England and Wales whose registered office is at Avonbank, Feeder Road,
      Bristol BS2 0TB and
2. J.P. MORGAN CORPORATE TRUSTEE SERVICES LIMITED (the
      "Trustee", which expression, where the context so admits,
      includes any other trustee for the time being of this Trust Deed) a company
      incorporated in England and Wales whose registered office is at 125 London
      Wall, London EC2Y 5AJ.

Whereas:

(A)   The Issuer has pursuant to Condition 14 of the Original
      Bonds (as defined below) authorised the issue of £50,000,000 5.875
      per cent. Bonds due 2027 to be constituted by this Supplemental Trust Deed
      which is supplemental to a trust deed dated 25 March 2003 made between the
      Issuer and the Trustee (the "Original Trust Deed" and,
      together with this Supplemental Trust Deed, the "Trust Deed").

(B)   The New Bonds (as defined below) are to be consolidated
      and form a single series with the £200,000,000 5.875 per cent. Bonds
      due 2027 issued by the Issuer on 25 March 2003 constituted by the Original
      Trust Deed (the "Original Bonds").

(C)   The Trustee has agreed to act as trustee of this Supplemental
      Trust Deed on the following terms and conditions.

This Supplemental Trust Deed witnesses and it is declared
  as follows:

1   Interpretation

1.1   Definitions: Save as expressly provided in this Supplemental
        Trust Deed, all expressions defined in the Original Trust Deed and the
        New Conditions (as defined below) shall, unless there is anything in the
        subject or context inconsistent therewith, have the same meanings in this
        Supplemental Trust Deed. In this Supplemental Trust Deed the following
        expressions have the following meanings:

"New Bondholders" means the bearer
          of a New Bond

"New Bonds" means bearer bonds substantially
          in the form set out in Schedule 1 to this Supplemental Trust Deed comprising
          the £50,000,000 5.875 per cent. Bonds due 2027 constituted by
          this Supplemental Trust Deed and for the time being outstanding or,
          as the context may require, a specific number of them and includes any
          replacement Bonds issued pursuant to the Conditions and (except for
          the purposes of Clause 5.1) the New Temporary Global Bond and the New
          Global Bond

"New Conditions" means the terms and
          conditions set out in Schedule 1 to this Supplemental Trust Deed as
          from time to time modified in accordance with the Trust Deed and, with
          respect to any New Bonds represented by the New Global Bond, as modified
          by the provisions of the New Global Bond. Any reference to a particularly
          numbered New Condition shall be construed accordingly

"New Couponholders" means the bearer
          of a New Coupon

"New Coupons" means the bearer coupons
          relating to the New Bonds or, as the context may require, a specific
          number of them and includes any replacement New Coupons issued pursuant
          to the New Conditions

"New Global Bond" means the permanent
          global bond which will represent the New Bonds, or some of them, after
          exchange of the New Temporary Global Bond, or a portion of it, substantially
          in the form set out in Part 2 of Schedule 2 hereto

"New Temporary Global Bond" means
          the temporary global bond which will represent the New Bonds on issue
          substantially in the form set out in Part 1 of Schedule 2 hereto

"Supplemental Paying Agency Agreement"
          means the supplemental paying agency agreement referred to as such in
          the New Conditions, as altered from time to time, and includes any other
          agreements approved in writing by the Trustee appointing Successor Paying
          Agents or altering any such agreements, and

"this Supplemental Trust Deed" means
          this Supplemental Trust Deed (as from time to time altered in accordance
          with the Trust Deed) and any other document executed in accordance with
          the Trust Deed (as from time to time so altered) and expressed to be
          supplemental to this Supplemental Trust Deed.

1.2   Headings: Headings shall be ignored in construing
        this Supplemental Trust Deed.

1.3   Schedules: The Schedules are part of this Supplemental
          Trust Deed and have effect accordingly.

1.4   Contracts (Rights of Third Parties) Act 1999:A
        person who is not a party to this Supplemental Trust Deed has no right
        under the Contracts (Rights of Third Parties) Act 1999 to enforce any
        term of this Supplemental Trust Deed except and to the extent that Clause
        7.4 of the Original Trust Deed expressly provides for such Act to apply.

2   Incorporation of Original Trust Deed

This Supplemental Trust Deed shall be read as one with
      the Original Trust Deed so that all references therein to "this
      Trust Deed" or "the Trust Deed" shall be
      deemed to refer to the Original Trust Deed as amended and supplemented by
      this Supplemental Trust Deed (as either may from time to time be amended
      in accordance with the Original Trust Deed) and any other document executed
      in accordance with the Original Trust Deed (as from time to time so amended)
      and expressed to be supplemented to the Original Trust Deed and this Supplemental
      Trust Deed (as from time to time so amended).

3   Consequential Modification
      of the Original Trust Deed

The Trustee, in exercise of the powers conferred upon it
      by Clause 12.1 of the Original Trust Deed, hereby agrees with the Issuer
      to modify the Original Trust Deed with effect from the date hereof so that
      the following definitions shall be deemed inserted in Clause 1.1 of the
      Original Trust Deed replacing, where relevant, the corresponding existing
      definitions therein:

"Bonds" means the Original Bonds and/or
      the New Bonds

"Conditions" means, in relation to the
      Original Bonds, the terms and conditions set out in Schedule 1 to the Original
      Trust Deed and, in relation to the New Bonds, the New Conditions, all as
      from time to time modified in accordance with this Trust Deed and, with
      respect to any Bonds represented by a Global Bond, as modified by the provisions
      of such Global Bond. Any reference to a particularly numbered Condition
      shall be construed accordingly

"Coupons" means, in relation to the Original
      Bonds, the bearer coupons relating thereto and, in relation to the New Bonds,
      the New Coupons or, as the context may require, a specific number of them
      and includes any replacement Coupons issued pursuant to the Conditions

"Global Bond" means, in relation to the
      Original Bonds, the permanent global bond which will represent the Original
      Bonds, or some of them, after exchange of the Temporary Global Bond, or
      a portion of it, substantially in the form set out in Part 2 of Schedule
      2 of the Original Trust Deed and, in relation to the New Bonds, the New
      Global Bond

"Original Bonds" means the bonds substantially
      in the form set out in Schedule 1 to the Original Trust Deed comprising
      the £200,000,000 5.875 per cent. Bonds due 2027 and for the time being
      outstanding or, as the context may require, a specific number of them and
      includes any replacement Original Bonds issued pursuant to the Conditions
      and (except for the purposes of Clause 3.1 of the Original Trust Deed) the
      Temporary Global Bond and the Global Bond

"Original Paying Agency Agreement" means
      the agency agreement dated 25 March 2003, between the Issuer, the Trustee,
      the Principal Paying Agent and the paying agent named therein, as amended
      from time to time, and includes any other agreements approved in writing
      by the Trustee appointing Successor Paying Agents or amending any such agreements

"Paying Agency Agreement" means
      the Original Paying Agency Agreement as amended and supplemented by the
      Supplemental Paying Agency Agreement

"Temporary Global Bond" means, in relation
      to the Original Bonds, the temporary global bond which represents the Original
      Bonds on issue substantially in the form set out in Part 1 of Schedule 2
      of the Original Trust Deed and, in relation to the New Bonds, the New Temporary
      Global Bond.

4   Amount of the New Bonds and Covenant to Pay

4.1   Amount of the New Bonds:The aggregate principal amount
      of the New Bonds is limited to £50,000,000.

4.2   Covenant to pay: The Issuer will on any date
      when any New Bonds become due to be redeemed unconditionally pay to or to
      the order of the Trustee in the United Kingdom in pounds sterling in same
      day funds the principal amount of the New Bonds becoming due for redemption
      on that date together with any applicable premium and will (subject to the
      New Conditions) until such payment (both before and after judgment) unconditionally
      so pay to or to the order of the Trustee interest on the principal amount
      of the New Bonds outstanding as set out in the New Conditions provided that
      (1) payment of any sum due in respect of the New Bonds made to the Principal
      Paying Agent as provided in the Paying Agency Agreement shall, to that extent,
      satisfy such obligation except to the extent that there is failure in its
      subsequent payment to the relevant New Bondholders or New Couponholders
      under the New Conditions and (2) a payment made after the due date or pursuant
      to Condition 8 will be deemed to have been made when the full amount due
      has been received by the Principal Paying Agent or the Trustee and notice
      to that effect has been given to the New Bondholders (if required under
      Clause 6.9 of the Original Trust Deed), except to the extent that there
      is failure in its subsequent payment to the relevant New Bondholders or
      New Couponholders under the New Conditions. The Trustee will hold the benefit
      of this covenant on trust for the New Bondholders and New Couponholders.

4.3   Discharge: Subject to Clause 4.4, any payment
      to be made in respect of the New Bonds or the New Coupons by the Issuer
      or the Trustee may be made as provided in the New Conditions and any payment
      so made will (subject to Clause 4.4) to that extent be a good discharge
      to the Issuer or the Trustee, as the case may be.

4.4   Payment after a Default: At any time after an
          Event of Default or a Potential Event of Default has occurred the Trustee
          may:

4.4.1   by notice in writing to the Issuer and the Paying
              Agents, require the Paying Agents, until notified by the Trustee
              to the contrary, so far as permitted by applicable law:

1. to act as Paying Agents of the Trustee under the Trust
        Deed and the New Bonds on the terms of the Paying Agency Agreement (with
        consequential amendments as necessary and except that the Trustee's liability
        for the indemnification, remuneration and expenses of the Paying Agents
        will be limited to the amounts for the time being held by the Trustee
        in respect of the New Bonds on the terms of the Trust Deed) and thereafter
        to hold all New Bonds and New Coupons and all moneys, documents and records
        held by them in respect of New Bonds and New Coupons to the order of the
        Trustee or
2. to deliver all New Bonds and New Coupons and all moneys,
        documents and records held by them in respect of the New Bonds and New
        Coupons to the Trustee or as the Trustee directs in such notice and

4.4.2   by notice in writing to the Issuer and until such notice
          is withdrawn require it to make all subsequent payments in respect of
          the New Bonds and New Coupons to or to the order of the Trustee and
          not to the Principal Paying Agent.

5   Form of the Bonds

5.1   The Global Bonds: The New Bonds to be issued on the
          date hereof will initially be represented by the New Temporary Global
          Bond in the principal amount of £50,000,000. Interests in the
          New Temporary Global Bond will be exchangeable for the New Global Bond
          as set out in the New Temporary Global Bond. The New Global Bond will
          be exchangeable for definitive New Bonds as set out in the New Global
          Bond.

5.2   The Definitive Bonds: The definitive New Bonds
      and the New Coupons will be security printed in accordance with applicable
      legal and stock exchange requirements substantially in the forms set out
      in Schedule 1 hereto. The New Bonds will be endorsed with the New Conditions.

5.3    Signature: The New Bonds and the New Coupons
        will be signed manually or in facsimile by an Authorised Signatory of
        the Issuer and the New Bonds will be authenticated by or on behalf of
        the Principal Paying Agent. The Issuer may use the facsimile signature
        of a person who at the date of this Supplemental Trust Deed is such an
        Authorised Signatory even if at the time of issue of any New Bonds or
        New Coupons he no longer holds that office. New Bonds and New Coupons
        so executed and authenticated will be binding and valid obligations of
        the Issuer.

6   Communications

Any communication shall be by letter or fax:

in the case of the Issuer, to it at:

Avonbank
      Feeder Road
      Bristol BS2 0TB

Telephone no.+44(0) 117 933 2020
      Fax no. +44(0) 117 933 2108
      Attention The Treasurer

and in the case of the Trustee, to it at:

Trinity Tower
      9 Thomas More Street 
      London E1W 1YT

Telephone no.+44 207 777 5422
      Fax no.+44 207 777 5410
      Attention Manager, Trust Administration

Communications will take effect, in the case of delivery, when delivered
      or, in the case of fax, when despatched. Communications not by letter shall
      be confirmed by letter but failure to send or receive that letter shall
      not invalidate the original communication.

7   Governing Law

This Supplemental Trust Deed shall be governed by and construed
      in accordance with English law.

8   Counterparts

This Supplemental Trust Deed may be executed and delivered
  in any number of counterparts each of which will be deemed an original.

Schedule 1
  Form of Definitive Bond

On the front:

|Denomination            | ISIN         | Series | Certif. No.
|----------------------- | ------------ | ------ | -----------
|£[1,000/10,000/100,000] | XS0165510313 |        |            



WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
  (Incorporated with limited liability in England and Wales)
  £50,000,000 5.875 per cent. Bonds due 2027
  (consolidated and forming a single series with the £200,000,000
  5.875 per cent. Bonds due 2027 issued by the Issuer on 25 March 2003)



This Bond forms part of a series designated as specified in
  the title (the "Bonds") of Western Power Distribution (South
  West) plc (the "Issuer") constituted by the Supplemental Trust
  Deed referred to on the reverse hereof. The Bonds are subject to, and have the
  benefit of, that Trust Deed and the terms and conditions (the "Conditions")
  set out on the reverse hereof.

This is to certify that the bearer of this Bond is entitled
  on 25 March 2027, or on such earlier date as the principal sum mentioned below
  may become repayable in accordance with the Conditions, to the principal sum
  of:

£[1/10/100],000 ([one/ten/one hundred] thousand pounds
  sterling)

together with interest on such principal sum from 25 March
  2003 at the rate of 5.875 per cent. per annum payable in arrear on 25 March
  in each year, subject to and in accordance with the Conditions.

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

In witness whereof the Issuer has caused this Bond to
  be signed in facsimile on its behalf.

Dated 27 May 2003

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC

By:





Director







This Bond is authenticated by or on behalf of the Principal
  Paying Agent.

By:





Authorised Signatory

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.



Terms and Conditions





































PRINCIPAL PAYING AGENT
  JPMorgan Chase Bank
  Trinity Tower
  9 Thomas More Street
  London E1W 1YT

PAYING AGENT
  J.P. Morgan Bank Luxembourg S.A.
  5 rue Plaetis
  L-2338 Luxembourg



Form of Coupon

On the front:

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC 
  £50,000,000 5.875 per cent. Bonds due 2027 (consolidated and forming a
  single series with the £200,000,000 5.875 per cent Bonds due 2027 issued
  by the Issuer on 25 March 2003)

Coupon for £[58.75/587.50/5,875.00] due on 25 March 20[04/05/06/07/08/09/10/11/12/13/14/15/16/17/18/19/20/21/22/23/24/25/26/27].

This Coupon is payable to bearer (subject to the Conditions
  endorsed on the Bond to which this Coupon relates, which shall be binding upon
  the holder of this Coupon whether or not it is for the time being attached to
  such Bond) at the specified offices of the Paying Agents set out on the reverse
  hereof (or any further or other Paying Agents or specified offices duly appointed
  or nominated and notified to the Bondholders).

If the Bond to which this Coupon relates shall have become
  due and payable before the maturity date of this Coupon, this Coupon shall become
  void and no payment shall be made in respect of it.

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.

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC

By:





[Director]

|Cp No. | Denomination                | ISIN         | Series | Certif. No.
|------ | --------------------------- | ------------ | ------ | -----------
|       | £[1,000]/[10,000]/[100,000] | XS0165510313 |        |            



On the back:

PRINCIPAL PAYING AGENT
  JPMorgan Chase Bank
  Trinity Tower
  9 Thomas More Street
  London E1W 1YT

PAYING AGENT
  J.P. Morgan Bank Luxembourg S.A.
  5 rue Plaetis
  L-2338 Luxembourg



Schedule 2
  Part 1
  Form of New Temporary Global Bond

ISIN: XS0168678703

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
  (Incorporated with limited liability in England and Wales)
  £50,000,000 5.875 per cent. Bonds due 2027 
  (to be consolidated and form a single series with the £200,000,000 5.875
  per cent. Bonds due 2027 issued by the Issuer on 25 March 2003)

Temporary Global Bond

This is to certify that the bearer is entitled to the sum of

FIFTY MILLION POUNDS STERLING (£50,000,000)

on 25 March 2027 (or such earlier date as such principal sum
  may become payable in accordance with the Trust Deed (as defined below) and
  with the terms and conditions (the "Conditions") of the Bonds
  designated above (the "Bonds") set out in Schedule 1 to the
  Supplemental Trust Deed dated 27 May 2003 (the "Supplemental Trust Deed")
  supplemental to the Original Trust Deed dated 25 March 2003 (the "Original
  Trust Deed" and, together with the Supplemental Trust Deed, the "Trust
  Deed") both made between Western Power Distribution (South West) plc
  (the "Issuer") and J.P. Morgan Corporate Trustee Services Limited
  as trustee (the "Trustee")) upon presentation and surrender
  of this Temporary Global Bond and to interest at the rate of 5.875 per cent
  per annum on such principal sum in arrear on 25 March in each year in accordance
  with the Conditions.

On or after 7 July 2003 (the "Exchange Date")
  this Temporary Global Bond may be exchanged in whole or part (free of charge
  to the holder) by its presentation and, on exchange in full, surrender to or
  to the order of the Principal Paying Agent for interests in a Global Bond (the
  "Global Bond") in bearer form in an aggregate principal amount
  equal to the principal amount of this Temporary Global Bond submitted for exchange
  with respect to which there shall be presented to the Principal Paying Agent
  a certificate dated no earlier than the Exchange Date from Euroclear Bank S.A./N.V.
  as operator of the Euroclear System ("Euroclear") or Clearstream
  Banking, société anonyme ("Clearstream, Luxembourg")
  substantially to the following effect:

"CERTIFICATE
  WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC £50,000,000 5.875 per cent. Bonds due 2027
  (to be consolidated and form a single series with the £200,000,000
  5.875 per cent. Bonds due 2027 issued by the Issuer on 25 March 2003)
  Common Code 016867870 ISIN XS0168678703 (the "Bonds")

This is to certify that, based solely on certificates 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 out below (our"Member Organisations")
  substantially to the effect set out in the temporary global Bond in respect
  of the Bonds, as of the date hereof, £[] principal amount of the Bonds
  (1) 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"), (2) 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)(iv) ("financial
  institutions")) purchasing for their own account or for resale, or
  (b) acquired the Bonds through foreign branches of United States financial institutions
  and who hold the Bonds 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 (3) 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 (3) above (whether or not also described in clause (1) or
  (2)) have certified that they have not acquired the Bonds for purposes of resale
  directly or indirectly to a United States person or to a person within the United
  States or its possessions.

We further certify (1) that we are not making available herewith
  for exchange (or, if relevant, exercise of any rights or collection of any interest)
  any portion of such temporary global Bond excepted in such certificates and
  (2) 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
  Organisation 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 certificate is required in connection
  with certain tax laws of the United States. In connection therewith, if administrative
  or legal proceedings are commenced or threatened in connection with which this
  certificate is or would be relevant, we irrevocably authorise you to produce
  this certificate to any interested party in such proceedings.

Yours faithfully

[EUROCLEAR BANK S.A./N.V. as operator of the Euroclear System]
  or [CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]

|By: | Dated: | 
|--- | ------ | 



Any person appearing in the records of Euroclear or Clearstream,
  Luxembourg as entitled to an interest in this Temporary Global Bond may require
  the exchange of an appropriate part of this Temporary Global Bond for an equivalent
  interest in the Global Bond by delivering or causing to be delivered to Euroclear
  or Clearstream, Luxembourg a certificate dated not more than 15 days before
  the Exchange Date in substantially the following form (copies of which will
  be available at the office of Euroclear in Brussels and Clearstream, Luxembourg
  in Luxembourg):

"CERTIFICATE
  WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC £50,000,000 5.875 per cent. Bonds due 2027
  (to be consolidated and form a single series with the £200,000,000
  5.875 per cent. Bonds due 2027 issued by the Issuer on 25 March 2003)
  Common Code 016867870 ISIN XS0168678703 (the "Bonds")

|To: | Euroclear Bank S.A./N.V.
        as operator of the Euroclear System or Clearstream Banking, société
        anonyme
|--- | --------------------------------------------------------------------------------------------------------------------

This is to certify that as of the date hereof, and except as
  set out below, the Bonds held by you for our account (1) 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)"), (2) 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)(iv) ("financial institutions"))
  purchasing for their own account or for resale, or (b) acquired the Bonds through
  foreign branches of United States financial institutions and who hold the Bonds
  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 (3) 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 Bonds is a United States or foreign financial institution described in clause
  (3) above (whether or not also described in clause (1) or (2)) this is to further
  certify that such financial institution has not acquired the Bonds for purposes
  of resale directly or indirectly to a United States person or to a person within
  the United States or its possessions.

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 that date on which you intend to submit your certificate relating to the
  Bonds held by you for our account in accordance with your documented 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 certificate applies as
  of such date.

This certificate excepts and does not relate to £[]
  principal amount of such interest in the Bonds in respect of which we are not
  able to certify and as to which we understand exchange for an equivalent interest
  in the Global Bond (or, if relevant, exercise of any rights or collection of
  any interest) cannot be made until we do so certify.

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

Dated:

By:



[Name of person giving certificate]
  As, or as agent for the beneficial owner(s) of the above Bonds to which this
  certificate relates."

Upon any exchange of a part of this Temporary Global Bond for
  an equivalent interest in the Global Bond, the portion of the principal amount
  hereof so exchanged shall be endorsed by or on behalf of the Principal Paying
  Agent in the Schedule hereto, whereupon the principal amount hereof shall be
  reduced for all purposes by the amount so exchanged and endorsed.

The Global Bond will be exchangeable in accordance with its
  terms for definitive Bonds (the "Definitive Bonds") in bearer
  form with Coupons attached.

This Temporary Global Bond is subject to the Conditions and
  the Trust Deed and until the whole of this Temporary Global Bond shall have
  been exchanged for equivalent interests in the Global Bond its holder shall
  be entitled to the same benefits as if he were the holder of the Global Bond
  for interests in which it may be exchanged (or the relevant part of it as the
  case may be) except that (unless exchange of this Temporary Global Bond for
  the relevant interest in the Global Bond shall be improperly withheld or refused
  by or on behalf of the Issuer) no person shall be entitled to receive any payment
  on this Temporary Global Bond.

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

This Temporary Global Bond shall be governed by and construed
  in accordance with English law.

In witness whereof the Issuer has caused this Temporary
  Global Bond to be signed on its behalf.

Dated 27 May 2003

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC 
  By:





This Temporary Global Bond is authenticated by or on behalf
  of the Principal Paying Agent.

By:





Authorised Signatory

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.



Schedule of Exchanges for Interests in the Global Bond

The following exchanges of an interest in this Temporary Global
  Bond for an interest in the Global Bond have been made:



|Date of Exchange | Amount of decrease in principal amount
        of this Temporary Global Bond | Principal amount of this Temporary Global
        Bond following such decrease | Notation made by or on behalf of the Principal
        Paying Agent
|---------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------------------------------
|                 |                                                                              |                                                                                |                                                                    



Schedule 2
  Part 2
  Form of New Global Bond

ISIN: XS0165510313

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (Incorporated with limited liability in England and Wales)
  £50,000,000 5.875 per cent. Bonds due 2027
  (consolidated and forming a single series with the £200,000,000
  5.875 per cent. Bonds due 2027 issued by the Issuer on 25 March 2003)

Global Bond

This is to certify that the bearer is entitled to a principal
  sum not exceeding:

FIFTY MILLION POUNDS STERLING (£50,000,000)

on 25 March 2003 (or such earlier date as such principal sum
  may become payable in accordance with the terms and conditions (the "Conditions")
  of the Bonds designated above (the "Bonds") set out in Schedule
  1 to the Supplemental Trust Deed dated 27 May 2003 (the "Supplemental
  Trust Deed") supplemental to the Original Trust Deed dated 25 March
  2003 (the "Original Trust Deed") and, together with the Supplemental
  Trust Deed, the "Trust Deed") both made between Western Power
  Distribution (South West) plc (the "Issuer") and J.P. Morgan
  Corporate Trustee Services Limited as trustee (the "Trustee")
  upon presentation and surrender of this Global Bond and to interest at the rate
  of 5.875 per cent. per annum on such principal sum in arrear on 25 March in
  each year in accordance with the Conditions.

The aggregate principal amount from time to time of this Global
  Bond shall be that amount not exceeding £50,000,000 as shall be shown
  by the latest entry in the fourth column of Schedule A hereto, which shall be
  completed by or on behalf of the Principal Paying Agent upon exchange of the
  whole or a part of the Temporary Global Bond initially representing the Bonds
  for a corresponding interest herein or upon the redemption or purchase and cancellation
  of Bonds represented hereby or exchanged for Definitive Bonds as described below.

This Global Bond is exchangeable in whole but not in part (free
  of charge to the holder) for the Definitive Bonds described below (1) upon the
  happening of an Event of Default (as defined in Condition 8) by such holder
  giving notice to the Trustee or the Principal Paying Agent, (2) if this Global
  Bond is held on behalf of Euroclear or Clearstream, Luxembourg or the Alternative
  Clearing System (each as defined under "Notices" below) and
  any such clearing system is closed for business for a continuous period of 14
  days (other than by reason of holidays, statutory or otherwise) or announces
  an intention permanently to cease business or does in fact do so by such holder
  giving notice to the Trustee or the Principal Paying Agent, or (3) if the Issuer
  would suffer a material disadvantage in respect of the Bonds as a result of
  a change in the laws or regulations (taxation or otherwise) of any jurisdiction
  referred to in Condition 7 which would not be suffered were the Bonds in definitive
  form and a certificate to such effect signed by two directors of the Issuer
  is delivered to the Trustee, by the Issuer giving notice to the Trustee, Principal
  Paying Agent and the Bondholders, of its intention to exchange this Global Bond
  for Definitive Bonds on or after the Exchange Date specified in the notice.

On or after the Exchange Date the holder of this Global Bond
  may surrender this Global Bond to or to the order of the Principal Paying Agent.
  In exchange for this Global Bond, the Issuer shall deliver, or procure the delivery
  of, an equal aggregate principal amount of duly executed and authenticated Definitive
  Bonds having attached to them all Coupons in respect of interest which has not
  already been paid on this Global Bond.

"Exchange Date" means a day falling not less
  than 60 days or, in the case of exchange pursuant to (1) above 30 days after
  that on which the notice requiring exchange is given and on which banks are
  open for business in the city in which the specified office of the Principal
  Paying Agent is located and except in the case of exchange pursuant to (2) above
  in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant,
  the Alternative Clearing System (each as defined under "Notices"
  below) are located.

Except as otherwise described herein, this Global Bond is subject
  to the Conditions and the Trust Deed and, until it is exchanged for Definitive
  Bonds, its holder shall be entitled to the same benefits as if it were the holder
  of the Definitive Bonds for which it may be exchanged and as if such Definitive
  Bonds had been issued on the date of this Global Bond.

The Conditions shall be modified with respect to Bonds represented
  by this Global Bond by the following provisions:

Payments

Principal and interest in respect of this Global Bond shall
  be paid to its holder against presentation and (if no further payment falls
  to be made on it) surrender of it to or to the order of the Principal Paying
  Agent in respect of the Bonds (or to or to the order of such other Paying Agent
  as shall have been notified to the Bondholders for this purpose) which shall
  endorse such payment or cause such payment to be endorsed in the appropriate
  Schedule hereto (such endorsement being prima facie evidence that the
  payment in question has been made). References in the Conditions to Coupons
  and Couponholders shall be construed accordingly. No person shall however be
  entitled to receive any payment on this Global Bond falling due after the Exchange
  Date, unless exchange of this Global Bond for Definitive Bonds is improperly
  withheld or refused by or on behalf of the Issuer. Condition 6(e)(iii) and Condition
  7(e) will apply to the Definitive Bonds only.

Notices

So long as this Global Bond is held on behalf of Euroclear
  Bank S.A./N.V. as operator of the Euroclear System ("Euroclear")
  or Clearstream Banking, société anonyme ("Clearstream,
  Luxembourg") or such other clearing system as shall have been approved
  by the Trustee (the "Alternative Clearing System"), notices
  required to be given to Bondholders may be given by their being delivered to
  Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative
  Clearing System, rather than by publication as required by the Conditions and
  any such notice shall be deemed to have been given to the Bondholders on the
  day after the day on which such notice is delivered to Euroclear and Clearstream,
  Luxembourg, or, as the case may be, the Alternative Clearing System, except
  that, so long as the Bonds are listed on the Luxembourg Stock Exchange and the
  rules of that Exchange so require, notices shall also be published in a leading
  newspaper having general circulation in Luxembourg (which is expected to be
  the Luxemburger Wort).

Prescription

Claims in respect of principal and interest in respect of this
  Global Bond will become void unless it is presented for payment within a period
  of 10 years (in the case of principal) and five years (in the case of interest)
  from the appropriate Relevant Date (as defined in Condition 7).

Meetings

The holder hereof shall (unless this Global Bond represents
  only one Bond) be treated as two persons for the purposes of any quorum requirements
  of a meeting of Bondholders and, at any such meeting, as having one vote in
  respect of each £1,000 principal amount of Bonds for which this Global
  Bond may be exchanged.

Purchase and Cancellation

Cancellation of any Bond represented by this Global Bond which
  is required by the Conditions to be cancelled will be effected by reduction
  in the principal amount of this Global Bond on its presentation to or to the
  order of the Principal Paying Agent for notation in Schedule A. Bonds may only
  be purchased by the Issuer or any of its respective Subsidiaries if (where they
  should be cancelled in accordance with the Conditions) they are purchased together
  with the right to receive interest therein.

Trustee's Powers

In considering the interests of Bondholders in circumstances
  where this Global Bond is held on behalf of any one or more of Euroclear, Clearstream,
  Luxembourg and an Alternative Clearing System, the Trustee may, to the extent
  it considers it appropriate to do so in the circumstances, (a) have regard to
  such information as may have been made available to it by or on behalf of the
  relevant clearing system or its operator as to the identity of its accountholders
  (either individually or by way of category) with entitlements in respect of
  this Global Bond and (b) consider such interests on the basis that such accountholders
  were the holder of this Global Bond.

Redemption at the option of Bondholders on a Restructuring
  Event

The option of the Bondholders provided for in Condition 5(c)
  may be exercised by the holder of this Global Bond giving notice to the Principal
  Paying Agent within the time limits relating to the deposit of Bonds with a
  Paying Agent set out in that Condition substantially in the form of the redemption
  notice available from any Paying Agent and stating the principal amount of Bonds
  in respect of which the option is exercised and at the same time presenting
  this Global Bond to the Principal Paying Agent for notation accordingly in Schedule
  C hereto.

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

This Global Bond is governed by and shall be construed in accordance
  with English law.

In witness whereof the Issuer has caused this Global
  Bond to be signed on its behalf.

Dated 27 May 2003

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC 
  By:







This Global Bond is authenticated by or on behalf of the Principal
  Paying Agent.

By:





Authorised Signatory

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.



Schedule A
  Principal Amount of this Global Bond

The aggregate principal amount of this Global Bond is as shown
  by the latest entry made by or on behalf of the Principal Paying Agent in the
  fourth column below. Increases in the principal amount of this Global Bond following
  exchanges of a part of the Temporary Global Bond for interests in this Global
  Bond and reductions in the principal amount of this Global Bond following redemption
  or the purchase and cancellation of Bonds are entered in the second and third
  columns below.

|Date        | Reason for change in the principal amount
        of this Global Bond | Amount of such change | Initial principal amount and principal
        amount of this Global Bond following such change | Notation made by or on behalf of the Principal
        Paying Agent (other than in respect of the initial principal amount)
|----------- | --------------------------------------------------------------------- | --------------------- | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------
|27 May 2003 | Not applicable                                                        | Not applicable        | £ zero                                                                                          | Not applicable                                                                                                             
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            
|            |                                                                       |                       |                                                                                                 |                                                                                                                            

Schedule B
  Interest Payments in respect of this Global Bond

The following payments of interest in respect of this Global
  Bond and the Bonds represented by this Global Bond have been made:

|Date made | Amount of interest due and payable | Amount of interest paid | Notation made by or on behalf of the Principal
        Paying Agent
|--------- | ---------------------------------- | ----------------------- | -------------------------------------------------------------------
|          |                                    |                         |                                                                    



Schedule C
  Exercise of Bondholders' Option on Restructuring Event

The following exercises of the option of the Bondholders provided
  for in Condition 5(c) have been made in respect of the stated principal amount
  of this Global Bond:

|Date of Exercise | Principal amount of this Global Bond in
        respect of which exercise is made | Date on which redemption of such principal
        amount is due | Notation made by or on behalf of the Principal
        Paying Agent
|---------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------- | -------------------------------------------------------------------
|                 |                                                                                   |                                                                  |                                                                    





















































In witnesswhereof this Supplemental Trust Deed has
  been executed as a deed on the date stated at the beginning.

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC

By: CHARL OOSTHUIZENBy:SALLY.A.JONES







J.P. MORGAN CORPORATE TRUSTEE SERVICES LIMITED

By: JENNY PENNELLBy:IAIN CARDEW