Exhibit 4(m)-3

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



and



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



and



WESTERN POWER DISTRIBUTION LLP



and



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee,
  Principal Paying Agent, Security Registrar and Transfer Agent



and



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









SECOND SUPPLEMENTAL INDENTURE



Dated as of January 30, 2003





Debt Securities

THIS SECOND SUPPLEMENTAL INDENTURE is made as
  of the 30th day of January, 2003, by and among SIUK LIMITED (formerly
  known as "SIUK plc" and "Southern Investments UK plc"),
  a private company limited by shares and registered under the laws of England
  and Wales, with UK Company Registration Number 3073865 (the "Company"),
  WPD HOLDINGS UK (formerly known as "SWEB Holdings UK"), an unlimited
  liability company registered under the laws of England and Wales, with UK Company
  Registration Number 3585938 ("ULC"), WESTERN POWER DISTRIBUTION
  LLP, a limited liability partnership formed under the laws of England and Wales,
  with registration pending ("WPD LLP"), DEUTSCHE BANK TRUST
  COMPANY AMERICAS (formerly known as "Bankers Trust Company"), a New
  York banking corporation, as trustee, principal paying agent, security registrar
  and transfer agent (the "Trustee") and DEUTSCHE BANK LUXEMBOURG
  S.A. (formerly known as "Bankers Trust Luxembourg S.A."), as Paying
  and Transfer Agent (the "Agent").

W I T N E S S E T H:

WHEREAS, the Company, the Trustee and the Agent
  have heretofore entered into a Subordinated Debenture Indenture, dated as of
  January 29, 1997 (the "Original Indenture"), to provide, among
  other things, for the issuance of 8.23% Original Subordinated Debentures due
  February 1, 2027 and 8.23% Exchange Subordinated Debentures due February 1,
  2027 (collectively, the "Subordinated Debentures");

WHEREAS, the Company, ULC, the Trustee and the
  Agent have heretofore entered into a First Supplemental Indenture, dated as
  of December 2, 1998 (the "First Supplemental Indenture"), establishing
  ULC as a co-obligor under the Indenture (as defined below);

WHEREAS, the Original Indenture and the First
  Supplemental Indenture are incorporated herein by reference and the Original
  Indenture and the First Supplemental Indenture, as supplemented by this Second
  Supplemental Indenture, are herein called the "Indenture";

WHEREAS, Section 801 of the Indenture permits
  the sale or conveyance of the Company as an entirety or substantially as an
  entirety under the Indenture, the Subordinated Debentures and all other documents,
  agreements and instruments related thereto to WPD LLP, as the successor entity,
  which hereby expressly assumes by this Second Supplemental Indenture the due
  and punctual performance and observance of all of the covenants and conditions
  of the Indenture to be performed or observed and the due and punctual payment
  of the principal of, premium, if any, and interest on the Subordinated Debentures
  and all other obligations under the Subordinated Debentures;

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

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

WHEREAS, Section 901(1) of the Indenture provides
  that the Company and the Trustee may at any time without the consent of the
  holders of the Subordinated Debentures (the "Holders") supplement
  the Indenture to evidence the assumption by a successor entity of the covenants
  of the Company therein and in the Subordinated Debentures; and

WHEREAS, all conditions necessary to authorize
  the execution and delivery of this Second Supplemental Indenture and to make
  it a valid and binding obligation of the parties have been done or performed;

NOW, THEREFORE, in consideration of the agreements
  and obligations set forth herein and for other good and valuable consideration,
  the sufficiency of which is hereby acknowledged, the parties hereto hereby agree
  as follows:

ARTICLE ONE

Transfer, Assumption and Release

SECTION 101. Transfer by the Company to WPD
  LLP. As of the date hereof, in connection with the Sale, the Company hereby
  transfers all of the Company's obligations under the Indenture, the Subordinated
  Debentures and all other documents, agreements and instruments related thereto
  to WPD LLP.

SECTION 102. Assumption by WPD LLP; Release
  of the Company. As of the date hereof, WPD LLP hereby expressly assumes
  all obligations of the Company under the Indenture, the Subordinated Debentures
  and all other documents, agreements and instruments related thereto and shall
  succeed to, and be substituted for, and may exercise every right and power of,
  the Company under the Indenture, the Subordinated Debentures and all other documents,
  agreements and instruments related thereto with the same effect as if WPD LLP
  had been named as the Company therein, and thereafter the Company shall be relieved
  of all rights and obligations under the Indenture and the Subordinated Debentures.

ARTICLE TWO

Miscellaneous

SECTION 201.   Execution as
  Supplemental Indenture. This Second Supplemental Indenture is executed and
  shall be construed as an indenture supplemental to the Original Indenture and
  the First Supplemental Indenture, as provided in the Original Indenture, and
  this Second Supplemental Indenture forms a part thereof. Except as expressly
  amended hereby, the Indenture is in all respects ratified and confirmed and
  all the terms, conditions and provisions thereof shall remain in full force
  and effect.

SECTION 202.    Conflict with
  Trust Indenture Act.If any provision hereof limits, qualifies or conflicts
  with another provision hereof which is required to be included in this Second
  Supplemental Indenture by any of the provisions of the Trust Indenture Act,
  such required provision shall control.

SECTION 203.    Effect of Headings.
  The Article and Section headings herein are for convenience only and shall not
  affect the construction hereof.

SECTION 204.    Successors
  and Assigns. All covenants and agreements in this Second Supplemental Indenture
  by WPD LLP shall bind its successors and assigns, whether so expressed or not.

SECTION 205.    Separability
  Clause. In case any provision in this Second Supplemental Indenture shall
  be invalid, illegal or unenforceable, the validity, legality and enforceability
  of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 206.    Benefits of
  Second Supplemental Indenture. Nothing in this Second Supplemental Indenture,
  express or implied, shall give to any person, other than the parties hereto
  and their successors hereunder and the Holders, any benefit or any legal or
  equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 207.    Execution and
  Counterparts. This Second Supplemental Indenture may be executed in any
  number of counterparts, each of which shall be deemed to be an original, but
  all such counterparts shall together constitute but one and the same instrument.

SECTION 208.    Governing law.
  This Second Supplemental Indenture shall be governed by, and construed and interpreted
  in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank]

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

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

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



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

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



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

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



| | DEUTSCHE BANK TRUST COMPANY 
        AMERICAS
        as Trustee, Principal Paying Agent, Security 
        aRegistrarnd Transfer Agent
| | ---------------------------------------------------------------------------------------------------------------------------------------

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



| | DEUTSCHE BANK LUXEMBOURG S.A.,
        as Trustee, Principal Paying Agent, Security 
        Registrar and Transfer Agent
| | -------------------------------------------------------------------------------------------------------------------------

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