Exhibit 4(m)-4



WESTERN POWER DISTRIBUTION LLP



and



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



and



WESTERN POWER DISTRIBUTION HOLDINGS LIMITED



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



THIRD SUPPLEMENTAL INDENTURE



Dated as of January 30, 2003





Debt Securities

THIS THIRD SUPPLEMENTAL INDENTURE is made as
  of the 30th day of January, 2003, by and among WESTERN POWER DISTRIBUTION
  LLP, a limited liability partnership formed under the laws of England and Wales,
  with registration pending ("WPD LLP"), 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 HOLDINGS LIMITED, a private
  company limited by shares and registered under the laws of England and Wales,
  with UK Company Registration Number [?] ("WPDHL"),
  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, SIUK Limited ("SIUK"),
  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, SIUK, 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, SIUK, ULC, WPD LLP, the Trustee and
  the Agent have heretofore entered into a Second Supplemental Indenture, dated
  as of January 30, 2003 (the "Second Supplemental Indenture"),
  establishing WPD LLP as a co-obligor and releasing SIUK as a co-obligor under
  the Indenture (as defined below);

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

WHEREAS, Section 801 of the Indenture permits
  the sale or conveyance of ULC as an entirety or substantially as an entirety
  under the Indenture, the Subordinated Debentures and all other documents, agreements
  and instruments related thereto to WPDHL, as the successor entity, which hereby
  expressly assumes 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 WPDHL in accordance with Section 802 of the Indenture, ULC shall be released
  from such obligations;

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

WHEREAS, Section 901(1) of the Indenture provides
  that WPD LLP 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 ULC therein and in the Subordinated Debentures; and

WHEREAS, all conditions necessary to authorize
  the execution and delivery of this Third 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
  ULC to WPDHL. As of the date hereof, in connection with the Sale, ULC hereby
  transfers all of ULC's obligations under the Indenture, the Subordinated Debentures
  and all other documents, agreements and instruments related thereto to WPDHL.

SECTION 102.    Assumption
  by WPDHL; Release of ULC. As of the date hereof, WPDHL hereby expressly
  assumes all obligations of ULC 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,
  ULC under the Indenture, the Subordinated Debentures and all other documents,
  agreements and instruments related thereto with the same effect as if WPDHL
  had been named as ULC therein, and thereafter ULC 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 Third Supplemental Indenture is executed and
  shall be construed as an indenture supplemental to the Original Indenture, the
  First Supplemental Indenture and the Second Supplemental Indenture, as provided
  in the Original Indenture, and this Third 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 Third
  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 Third Supplemental Indenture
  by WPDHL shall bind its successors and assigns, whether so expressed or not.

SECTION 205.    Separability
  Clause. In case any provision in this Third 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
  Third Supplemental Indenture. Nothing in this Third 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 Third Supplemental Indenture.

SECTION 207.    Execution and
  Counterparts. This Third 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 Third 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 Third 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.

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

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



| | WPD HOLDINGS UK
| | ---------------
| |                

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



| | WESTERN POWER DISTRIBUTION HOLDINGS
        LIMITED
| | ---------------------------------------------------
| |                                                    

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



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

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



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

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