|Exhibit 4(o)-1CONFORMED COPY                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated 25 March 2003                                                                                                                                         
|WESTERN POWERDISTRIBUTION (SOUTH WEST) PLCandJ.P. MORGAN CORPORATE TRUSTEE SERVICES LIMITEDTRUST DEEDconstituting£200,000,000 5.875 per cent. Bonds due 2027
|                                                                                                                                                            
|Linklaters                                                                                                                                                  
|Ref: AMS/DAXL                                                                                                                                               

This Trust Deed is made on 25 March 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:

1. The Issuer has authorised the issue of £200,000,000
      5.875 per cent. Bonds due 2027 to be constituted by this Trust Deed.
2. The Trustee has agreed to act as trustee of this Trust
      Deed on the following terms and conditions.

This Deed witnesses and it is declared as follows:

1   Interpretation

1.1   Definitions: Capitalised terms
  used, but not defined, herein shall bear the same respective meanings given
  to such terms in the Conditions and, in addition, the following expressions
  have the following meanings:

"Auditors" means the auditors for the time
  being of the Issuer or, if they are unable or unwilling to carry out any action
  requested of them under this Trust Deed, such other firm of accountants as may
  be nominated or approved in writing by the Trustee for the purpose

"Authorised Signatory" means any Director
  of the Issuer or any other person who is for the time being authorised by the
  relevant Issuer to sign documents for the purposes of these presents and who
  has been notified in writing to the Trustee as being so authorised

"Bondholder" means the bearer of a Bond

"Bonds" means bearer bonds substantially in
  the form set out in Schedule 1 comprising the £200,000,000 5.875 per cent
  Bonds due 2027 constituted by this 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
  3.1) the Temporary Global Bond and the Global Bond

"Clearing System" means Clearstream, Luxembourg
  or Euroclear or both of them as applicable

"Clearstream, Luxembourg" means Clearstream
  Banking, société anonyme

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

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

"Euroclear" means Euroclear Bank S.A./N.V.
  as operator of the Euroclear System

"Event of Default" means an event described
  in Condition 8 which, if so required by that Condition, has been certified by
  the Trustee to be, in its opinion, materially prejudicial to the interests of
  the Bondholders

"Excluded Subsidiary" has the meaning set
  out in Condition 8

"Extraordinary Resolution" has the meaning
  set out in Schedule 3

"Global Bond" means the permanent global bond
  which will represent the 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

"Group" has the meaning set out in Condition
  3

"outstanding" means, in relation to the Bonds,
  all the Bonds issued except (a) those which have been redeemed in accordance
  with the Conditions, (b) those in respect of which the date for redemption has
  occurred and the redemption moneys (including all interest accrued on such Bonds
  to the date for such redemption and any interest payable under the Conditions
  after such date) have been duly paid to the Trustee or to the Principal Paying
  Agent as provided in Clause 2 and remain available for payment against presentation
  and surrender of Bonds and/or Coupons, as the case may be, (c) those which have
  become void, (d) those which have been purchased and cancelled as provided in
  the Conditions, (e) those mutilated or defaced Bonds which have been surrendered
  in exchange for replacement Bonds, (f) (for the purpose only of determining
  how many Bonds are outstanding and without prejudice to their status for any
  other purpose) those Bonds alleged to have been lost, stolen or destroyed and
  in respect of which replacement Bonds have been issued, and (g) the Temporary
  Global Bond to the extent that it shall have been exchanged for the Global Bond
  pursuant to its provisions and the Global Bond to the extent that it shall have
  been exchanged for definitive Bonds pursuant to its provisions provided that
  for the purposes of (1) ascertaining the right to attend and vote at any meeting
  of the Bondholders, (2) the determination of how many Bonds are outstanding
  for the purposes of Conditions 8, 11 and 12 and Schedule 3, (3) the exercise
  of any discretion, power or authority which the Trustee is required, expressly
  or impliedly, to exercise in or by reference to the interests of the Bondholders
  and (4) the certification (where relevant) by the Trustee as to whether a Potential
  Event of Default is in its opinion materially prejudicial to the interests of
  the Bondholders, those Bonds which are beneficially held by or on behalf of
  the Issuer or any of its Subsidiaries and not cancelled shall (unless no longer
  so held) be deemed not to remain outstanding

"Paying Agency Agreement" means the agreement
  referred to as such in the 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

"Paying Agents" means the banks (including
  the Principal Paying Agent) referred to as such in the Conditions or any Successor
  Paying Agents in each case at their respective specified offices

"Potential Event of Default" means an event
  or circumstance which could with the giving of notice, lapse of time, issue
  of a certificate and/or fulfilment of any other requirement provided for in
  Condition 8 become an Event of Default

"Principal Paying Agent" means the bank named
  as such in the Conditions or any Successor Principal Paying Agent

"Principal Subsidiary" has the meaning set
  out in Condition 8

"specified office" means, in relation to a
  Paying Agent, the office identified with its name at the end of the Conditions
  or any other office approved by the Trustee and notified to Bondholders pursuant
  to Clause 6.11

"Subsidiary" has the meaning ascribed to it
  in the Conditions

"Successor" means, in relation to the Paying
  Agents, such other or further person as may from time to time be appointed by
  the Issuer as a Paying Agent with the written approval of, and on terms approved
  in writing by, the Trustee and notice of whose appointment is given to Bondholders
  pursuant to Clause 6.11

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

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

"trust corporation" means a trust corporation
  (as defined in the Law of Property Act 1925) or a corporation entitled to act
  as a trustee pursuant to applicable foreign legislation relating to trustees

1.2   Construction of Certain References:
  References to:

1.2.1costs, charges, remuneration
  or expenses include any value added, turnover or similar tax charged in respect
  thereof;

1.2.2"pounds" "sterling"
  or "pounds sterling" or the signs "£"
  or "GBP" shall be construed as references to the lawful currency
  for the time being of the United Kingdom; and

1.2.3any 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 such re-enactment;

1.2.4Schedules, Clauses and paragraphs
  shall be construed as references to, respectively, the Schedules to and the
  Clauses and paragraphs of this Trust Deed;

1.2.5any action, remedy or method
  of judicial proceedings for the enforcement of rights of creditors shall be
  deemed to include, in respect of any jurisdiction other than England, references
  to such action, remedy or method of judicial proceedings for the enforcement
  of rights of creditors available or appropriate in such jurisdiction as shall
  most nearly approximate thereto;

1.2.6principal and/or premium and/or
  interest in respect of the Bonds or to any moneys payable by the Issuer under
  this Trust Deed shall be deemed to include, in the case of principal and/or
  premium, a reference to any specific redemption price (as specified in the Conditions)
  and, in any case, a reference to any additional amounts which may be payable
  under the Conditions.

1.3   Headings: Headings shall be ignored
  in construing this Trust Deed.

1.4   Contracts: References in this Trust
  Deed to any document are to such document as amended, supplemented or replaced
  from time to time and include any document that amends, supplements or replaces
  them.

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

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

2   Amount of the Bonds and Covenant to Pay

2.1   Amount of the Bonds: The aggregate
  principal amount of the Bonds is limited to £200,000,000.

2.2   Covenant to pay: The Issuer will
  on any date when any 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 Bonds becoming due for redemption on that
  date together with any applicable premium and will (subject to the 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 Bonds
  outstanding as set out in the Conditions provided that (1) payment of any sum
  due in respect of the 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
  Bondholders or Couponholders under the 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 Bondholders (if required under
  Clause 6.9), except to the extent that there is failure in its subsequent payment
  to the relevant Bondholders or Couponholders under the Conditions. The Trustee
  will hold the benefit of this covenant on trust for the Bondholders and Couponholders.

2.3   Discharge: Subject to Clause 2.4,
  any payment to be made in respect of the Bonds or the Coupons by the Issuer
  or the Trustee may be made as provided in the Conditions and any payment so
  made will (subject to Clause 2.4) to that extent be a good discharge to the
  Issuer or the Trustee, as the case may be.

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

2.4.1by 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 this Trust
        Deed and the 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 Bonds on the terms of this Trust Deed) and thereafter to hold all
        Bonds and Coupons and all moneys, documents and records held by them in
        respect of Bonds and Coupons to the order of the Trustee or
2. to deliver all Bonds and Coupons and all moneys, documents
        and records held by them in respect of the Bonds and Coupons to the Trustee
        or as the Trustee directs in such notice and

2.4.2by notice in writing to the Issuer
  and until such notice is withdrawn require it to make all subsequent payments
  in respect of the Bonds and Coupons to or to the order of the Trustee and not
  to the Principal Paying Agent.

3   Form of the Bonds

3.1   The Global Bonds: The Bonds will
  initially be represented by the Temporary Global Bond in the principal amount
  of £200,000,000. Interests in the Temporary Global Bond will be exchangeable
  for the Global Bond as set out in the Temporary Global Bond. The Global Bond
  will be exchangeable for definitive Bonds as set out in the Global Bond.

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

3.3   Signature: The Bonds and the Coupons
  will be signed manually or in facsimile by an Authorised Signatory of the Issuer
  and the 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 Trust Deed is such an Authorised Signatory even if at the time of issue
  of any Bonds or Coupons he no longer holds that office. Bonds and Coupons so
  executed and authenticated will be binding and valid obligations of the Issuer.

4   Stamp Duties and Taxes

4.1   Stamp Duties: The Issuer will
  pay any stamp, issue, documentary or other taxes and duties, including interest
  and penalties, payable in Belgium, Luxembourg and the United Kingdom in respect
  of the creation, issue and offering of the Bonds and the Coupons and the execution
  or delivery of this Trust Deed. The Issuer will also indemnify the Trustee,
  the Bondholders and the Couponholders from and against all stamp, issue, documentary
  or other taxes paid by any of them in any jurisdiction in connection with any
  action taken by or on behalf of the Trustee or, as the case may be, (and where
  permitted under these presents so to do) the Bondholders or the Couponholders
  to enforce the Issuer's obligations under this Trust Deed, the Bonds or the
  Coupons.

4.2   Change of Taxing Jurisdiction:
  If the Issuer becomes subject generally to the taxing jurisdiction of a territory
  or a taxing authority of or in that territory with power to tax other than or
  in addition to the United Kingdom or any such authority of or in such territory
  then the Issuer will (unless the Trustee otherwise agrees) give the Trustee
  an undertaking satisfactory to the Trustee in terms corresponding to the terms
  of Condition 7 with the substitution for, or (as the case may require) the addition
  to, the references in that Condition to the United Kingdom of references to
  that other or additional territory or authority to whose taxing jurisdiction
  the Issuer has become so subject. In such event this Trust Deed, the Bonds and
  the Coupons will be read accordingly.

5   Application of Moneys Received by the Trustee

5.1   Declaration of Trust: All moneys
  received by the Trustee in respect of the Bonds or amounts payable under this
  Trust Deed will, despite any appropriation of all or part of them by the Issuer,
  be held by the Trustee on trust to apply them (subject to Clause 5.2):

5.1.1first, in payment of all costs,
  charges, expenses and liabilities properly incurred by the Trustee (including
  remuneration payable to it) in carrying out its functions under this Trust Deed

5.1.2secondly, in payment of any amounts
  owing in respect of the Bonds or Coupons pari passu and rateably
  and

5.1.3thirdly, in payment of any balance
  to the Issuer for itself.

If the Trustee holds any moneys in respect of Bonds or Coupons
  which have become void, the Trustee will hold them on these trusts.

5.2   Accumulation: If the amount of
  the moneys at any time available for payment in respect of the Bonds under Clause
  5.1 is less than 10 per cent of the principal amount of the Bonds then outstanding,
  the Trustee may, at its discretion, invest such moneys. The Trustee may retain
  such investments and accumulate the resulting income until the investments and
  the accumulations, together with any other funds for the time being under its
  control and available for such payment, amount to at least 10 per cent of the
  principal amount of the Bonds then outstanding and then such investments, accumulations
  and funds (after deduction of, or provision for, any applicable taxes) will
  be applied as specified in Clause 5.1.

5.3   Investment: Moneys held by the
  Trustee may be invested in its name or under its control in any investments
  or other assets anywhere whether or not they produce income or deposited in
  its name or under its control at such bank or other financial institution in
  such currency as the Trustee may, in its absolute discretion, 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 standard amount of interest payable by it on such a deposit to an independent
  customer. The Trustee may at any time vary or transpose any such investments
  or assets or convert any moneys so deposited into any other currency, and will
  not be responsible for any resulting loss, whether by depreciation in value,
  change in exchange rates or otherwise.

6   Covenants

So long as any Bond is outstanding, the Issuer will:

6.1   Books of Account: keep, and procure
  that each of its Subsidiaries keeps, proper books of account and, at any time
  after an Event of Default or Potential Event of Default has occurred or if the
  Trustee reasonably believes that such an event has occurred, so far as permitted
  by applicable law, allow, and procure that each such Subsidiary will allow,
  the Trustee and anyone appointed by it to whom the Issuer and/or the relevant
  Subsidiary has no reasonable objection, access to its books of account at all
  reasonable times during normal business hours

6.2   Notice of Events of Default: notify
  the Trustee in writing immediately on becoming aware of the occurrence of any
  Event of Default or Potential Event of Default

6.3   Information: so far as permitted
  by applicable law, give the Trustee such information as it reasonably requires
  to perform its functions

6.4   Financial Statements etc.: send
  to the Trustee at the time of their issue and in the case of annual financial
  statements in any event within 180 days of the end of each financial year three
  copies in English of every balance sheet, profit and loss account, report or
  other notice, statement or circular issued, or which legally or contractually
  should be issued, to the members or creditors (or any class of them) of the
  Issuer or any holding company thereof generally in their capacity as such

6.5   Certificate of Authorised Signatories:
  send to the Trustee, within 14 days of its annual audited financial statements
  being made available to its members, and also within 14 days of any request
  by the Trustee a certificate of the Issuer signed by any two of its Authorised
  Signatories that, having made all reasonable enquiries, to the best of the knowledge,
  information and belief of the Issuer as at a date (the "Certification
  Date") not more than five days before the date of the certificate no
  Event of Default, Potential Event of Default, Restructuring Event or Potential
  Restructuring Event (as defined below) or other breach of this Trust Deed had
  occurred since the Certification Date of the last such certificate or (if none)
  the date of this Trust Deed or, if such an event had occurred, giving details
  of it

6.6   Certificate of two Directors of the
  Issuer: send to the Trustee, within 28 days of a request by the Trustee,
  a certificate signed by two Directors of the Issuer as to the amount of the
  Capital and Reserves of the Issuer as at the date specified in such request

6.7   Notices to Bondholders: send to
  the Trustee the form of each notice to be given to Bondholders and, once given,
  two copies of each such notice, such notice to be in a form approved by the
  Trustee (such approval not to be unreasonably withheld or delayed and such approval,
  unless so expressed, not to constitute approval for the purposes of Section
  21 of the FSMA of any such notice which is a communication within the meaning
  of Section 21 of the FSMA)

6.8   Further Acts: so far as permitted
  by applicable law, do such further things as may be necessary in the opinion
  of the Trustee to give effect to this Trust Deed

6.9   Notice of late payment: forthwith
  upon request by the Trustee give notice to the Bondholders of any unconditional
  payment to the Principal Paying Agent or the Trustee of any sum due in respect
  of the Bonds or Coupons made after the due date for such payment

6.10   Listing: use all reasonable endeavours
  to maintain the listing of the Bonds on the Luxembourg Stock Exchange but, if
  it is unable to do so, having used such endeavours, or if the maintenance of
  such listing is agreed by the Trustee to be unduly onerous and the Trustee is
  satisfied that the interests of the Bondholders would not be thereby materially
  prejudiced (such agreement not to be unreasonably withheld or delayed), instead
  use all reasonable endeavours to obtain and maintain a listing of the Bonds
  on another stock exchange approved in writing by the Trustee

6.11   Change in Agents: give at least
  14 days' prior notice to the Bondholders of any future appointment, resignation
  or removal of a Paying Agent or of any change by a Paying Agent of its specified
  office and not make any such appointment or removal without the Trustee's written
  approval

6.12   Bonds held by Issuer etc.: send
  to the Trustee as soon as practicable after being so requested by the Trustee
  a certificate of the Issuer signed by any two of its Authorised Signatories
  stating the number of Bonds held at the date of such certificate by or on behalf
  of the Issuer or its Subsidiaries

6.13   Principal Subsidiaries: give to
  the Trustee at the same time as sending the certificate referred to in Clause
  6.5 or within 28 days of a request by the Trustee, a certificate signed by two
  Directors of the Issuer listing those Subsidiaries of the Issuer which as at
  the last day of the last financial year of the Issuer or as at the date specified
  in such request were Principal Subsidiaries and confirming that there are no
  Subsidiaries of the type referred to in Clauses 6.14.1 or 6.14.2

6.14   Restriction on Principal Subsidiaries:not permit to exist and will not create any Subsidiary (not being an Excluded
  Subsidiary or any other Subsidiary whose only indebtedness for borrowed money
  is Non-recourse Indebtedness):

6.14.1whose (a) profits on ordinary
  activities before tax or (b) gross assets, in each case attributable to the
  Issuer, represent 20 per cent. or more of the consolidated profits on ordinary
  activities before tax of the Group or, as the case may be, consolidated gross
  assets of the Group, in each case as calculated by reference to the then latest
  audited financial statements of such Subsidiary (consolidated in the case of
  a company which itself has Subsidiaries) and the then latest audited consolidated
  financial statements of the Group; or

6.14.2to 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 Subsidiary, with
  such profits and/or gross assets as are described in 6.14.1 above,

unless such Subsidiary carries on a "distribution business"
  as defined in Condition 1 of the Standard Conditions of the Utilities Act 2000
  Determination of Standard Licence Conditions for Electricity Distribution Licences
  (as amended from time to time); and

6.15forthwith give notice in writing
  to the Trustee of:

6.15.1the occurrence of any Restructuring
  Event or of any event (a "Potential Restructuring Event") which,
  depending on any certification as provided in the definition of "Restructuring
  Event", may be a Restructuring Event;

6.15.2(if at the time any Restructuring
  Event occurs there are Rated Securities) the occurrence of any Rating Downgrade
  in respect of that Restructuring Event within the Restructuring Period; and

6.15.3(if at the time any Restructuring
  Event occurs there are no Rated Securities) the obtaining of a rating in accordance
  with the definition of "Negative Rating Event" or the occurrence
  of a Negative Rating Event

7   Remuneration and Indemnification of the
  Trustee

7.1   Normal Remuneration: So long as
  any Bond is outstanding the Issuer will pay the Trustee as remuneration for
  its services as Trustee such sum on such dates in each case as they may from
  time to time agree. Such remuneration will accrue from day to day from the date
  of this Trust Deed. However, if any payment to a Bondholder or Couponholder
  of moneys due in respect of any Bond or Coupon is improperly withheld or refused,
  such remuneration will again accrue as from the date of such withholding or
  refusal until payment to such Bondholder or Couponholder is duly made.

7.2   Extra Remuneration: If an Event
  of Default or Potential Event of Default shall have occurred or if the Trustee
  finds it expedient or necessary or is requested by the Issuer to undertake duties
  which they both agree to be of an exceptional nature or otherwise outside the
  scope of the Trustee's normal duties under this Trust Deed, the Issuer will
  pay such additional remuneration as they may agree or, failing agreement as
  to any of the matters in this sub-Clause (or as to such sums referred to in
  Clause 7.1), as determined by an investment bank (acting as an expert) selected
  by the Trustee and approved by the Issuer or, failing such approval, nominated
  by the President for the time being of The Law Society of England and Wales.
  The expenses involved in such nomination and such investment bank's fee will
  be borne by the Issuer. The determination of such investment bank will be conclusive
  and binding on the Issuer, the Trustee, the Bondholders and the Couponholders
  save in the case of a manifest error.

7.3   Expenses: The Issuer will also
  on demand by the Trustee pay or discharge all costs, charges, liabilities and
  expenses properly incurred by the Trustee in the preparation and execution of
  this Trust Deed and the performance of its functions under this Trust Deed including,
  but not limited to, legal and travelling expenses and any stamp, documentary
  or other taxes or duties paid by the Trustee in connection with any legal proceedings
  reasonably brought or contemplated by the Trustee against the Issuer to enforce
  any provision of this Trust Deed, the Bonds or the Coupons. Such costs, charges,
  liabilities and expenses will:

7.3.1in the case of payments made
  by the Trustee before such demand carry interest from the date of the demand
  at the rate of 2 per cent per annum over the base rate of JPMorgan Chase Bank
  on the date on which the Trustee made such payments and

7.3.2in other cases carry interest
  at such rate from 30 days after the date of the demand or (where the demand
  specifies that payment is to be made on an earlier date) from such earlier date.

7.4    Indemnity: The Issuer will on
  demand by the Trustee indemnify it in respect of Amounts or Claims paid or incurred
  by it in acting as trustee under this Trust Deed (including (1) any Agent/Delegate
  Liabilities and (2) in respect of disputing or defending any Amounts or Claims
  made against the Trustee or any Agent/Delegate Liabilities). The Issuer will
  on demand by such agent or delegate indemnify it against such Agent/Delegate
  Liabilities. "Amounts or Claims" are losses, liabilities, costs,
  claims, actions, demands or expenses and "Agent/Delegate Liabilities"
  are Amounts or Claims which the Trustee is or would be obliged to pay or reimburse
  to any of its agents or delegates appointed pursuant to this Trust Deed. The
  Contracts (Rights of Third Parties) Act 1999 applies to this Clause 7.4.

7.5   Continuing Effect: Clauses 7.3
  and 7.4 will continue in full force and effect as regards the Trustee even if
  it no longer is Trustee.

8   Provisions Supplemental to the Trustee Act
  1925 and the Trustee Act 2000

By way of supplement to the Trustee Act 1925 it is expressly
  declared as follows:

8.1   Advice: The Trustee may act on
  the opinion or advice of, or information obtained from, any expert and will
  not be responsible to anyone for any loss occasioned by so acting. Any such
  opinion, advice or information may be sent or obtained by letter, telex or fax
  and the Trustee will not be liable to anyone for acting in good faith on any
  opinion, advice or information purporting to be conveyed by such means even
  if it contains some error or is not authentic.

8.2   Trustee to Assume Performance:The
  Trustee need not notify anyone of the execution of this Trust Deed nor shall
  it be bound to take any steps to ascertain whether any Event of Default, Potential
  Event of Default, Restructuring Event, Potential Restructuring Event or Negative
  Rating Event has happened and, until it shall have actual knowledge or express
  notice to the contrary, the Trustee shall be entitled to assume that no Event
  of Default, Potential Event of Default, Restructuring Event, Potential Restructuring
  Event or Negative Rating Event has happened and that the Issuer is observing
  and performing all its obligations under this Trust Deed, the Bonds and the
  Coupons.

8.3   Resolutions of Bondholders: The
  Trustee will not be responsible for having acted in good faith on a resolution
  purporting to have been passed at a meeting of Bondholders in respect of which
  minutes have been made and signed even if it is later found that there was a
  defect in the constitution of the meeting or the passing of the resolution or
  that the resolution was not valid or binding on the Bondholders or Couponholders.

8.4   Certificate signed by Authorised Signatories:
  If the Trustee, in the exercise of its functions, requires to be satisfied or
  to have information as to any fact or the expediency of any act, it may call
  for and accept as sufficient evidence of that fact or the expediency of that
  act a certificate signed by any two Authorised Signatories of the Issuer as
  to that fact or to the effect that, in their opinion, that act is expedient
  and the Trustee need not call for further evidence and will not be responsible
  for any loss occasioned by acting on such a certificate. The Trustee shall be
  entitled to rely on any certificate of two Authorised Signatories of the Issuer
  where the Issuer procures the delivery of the same pursuant to its obligations
  to do so under the Conditions or this Trust Deed and such certificate shall
  be binding on the Issuer, the Trustee and the Bondholders.

8.5   Report of the Auditors: The Trustee
  shall be entitled to rely on any certificate or report of the Auditors whether
  or not such report is addressed to the Trustee and notwithstanding that such
  report and/or any engagement letter or other document entered into by the Trustee
  contains a monetary or other limit on the liability of the Auditors. Such report
  shall, in the absence of manifest error, be conclusive and binding on all parties,
  and the Trustee shall not be responsible for any loss occasioned by acting on
  any such report.

8.6   Deposit of Documents: The Trustee
  may appoint as custodian, on any terms, any bank or entity whose business includes
  the safe custody of documents or any lawyer or firm of lawyers believed by it
  to be of good repute and may deposit this Trust Deed and any other documents
  with such custodian and pay all sums due in respect thereof. The Trustee is
  not obliged to appoint a custodian of securities payable to bearer.

8.7   Discretion: The Trustee will have
  absolute and uncontrolled discretion as to the exercise of its powers, trusts
  and discretions and will not be responsible for any loss, liability, cost, claim,
  action, demand, expense or inconvenience which may result from their exercise
  or non-exercise.

8.8   Agents: Whenever it considers it
  expedient in the interests of the Bondholders, the Trustee may, in the conduct
  of its trust business, instead of acting personally, employ and pay an agent
  selected by it, whether or not 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 by the Trustee (including the receipt
  and payment of money).

8.9   Delegation: Whenever it considers
  it expedient in the interests of the Bondholders, the Trustee may delegate to
  any person on any terms (including power to sub-delegate) all or any of its
  functions.

8.10   Nominees:In relation to any asset
  held by it under this Trust Deed, the Trustee may appoint any person to act
  as its nominee on any terms.

8.11   Forged Bonds: The Trustee will
  not be liable to the Issuer or any Bondholder or Couponholder by reason of having
  accepted as valid or not having rejected any Bond or Coupon purporting to be
  such and later found to be forged or not authentic.

8.12   Confidentiality: Unless ordered
  to do so by a court of competent jurisdiction the Trustee shall not be required
  to disclose to any Bondholder or Couponholder any confidential financial or
  other information made available to the Trustee by the Issuer and no Bondholder
  or Couponholder shall be entitled to take any action to obtain such information
  from the Trustee.

8.13   Determinations Conclusive: As
  between itself and the Bondholders and Couponholders the Trustee may in its
  absolute discretion determine all questions and doubts arising in relation to
  any of the provisions of this Trust Deed including (without limitation) determination
  of whether or not a default in performance by the Issuer of any obligation under
  the Bonds or Trust Deed is materially prejudicial to the interests of Bondholders
  and Couponholders. Such determinations, whether made upon such a question actually
  raised or implied in the acts or proceedings of the Trustee, will be conclusive
  and shall bind the Trustee, the Bondholders and the Couponholders.

8.14   Currency Conversion: Where it
  is necessary or desirable to convert any sum from one currency to another, it
  will (unless otherwise provided hereby or required by law) be converted at such
  rate or rates, in accordance with such method and as at such date as may reasonably
  be specified by the Trustee but having regard to current rates of exchange,
  if available. Any rate, method and date so specified will be binding on the
  Issuer, the Bondholders and the Couponholders.

8.15   Events of Default: The Trustee
  may determine whether or not an Event of Default or Potential Event of Default
  is in its opinion capable of remedy and/or materially prejudicial to the interests
  of the Bondholders. Any such determination will be conclusive and binding on
  the Issuer, the Bondholders and the Couponholders.

8.16   Payment for and Delivery of Bonds:
  The Trustee will not be responsible for the receipt or application by the Issuer
  of the proceeds of the issue of the Bonds, any exchange of Bonds or the delivery
  of Bonds to the persons entitled to them.

8.17   Bonds held by the Issuer etc.:
  In the absence of knowledge or express notice to the contrary, the Trustee may
  assume without enquiry (other than requesting a certificate under Clause 6.12)
  that no Bonds are for the time being held by or on behalf of the Issuer or its
  Subsidiaries.

8.18   Responsibility for agents etc.:If
  the Trustee exercises reasonable care in selecting any custodian, agent, delegate
  or nominee appointed under this clause (an "Appointee"), it
  will not have any obligation to supervise the Appointee or be responsible for
  any loss, liability, cost, claim, action, demand or expense incurred by reason
  of the Appointee's misconduct or default or the misconduct or default of any
  substitute appointed by the Appointee.

8.19   Responsibility for Rating: The
  Trustee shall (a) have no responsibility for the maintenance of any rating of
  the Bonds by any Rating Agency and (b) shall not be liable to Bondholders if
  any exercise by it of its trusts, powers and discretions results in a change
  to the rating assigned by any Rating Agency to any class of Bonds.

9   Trustee Liable for Negligence

Section 1 of the Trustee Act 2000 shall not apply to any function
  of the Trustee, provided that if the Trustee fails to show the degree of care
  and diligence required of it as trustee, nothing in this Trust Deed shall relieve
  or indemnify it from or against any liability which would otherwise attach to
  it in respect of any negligence, default, breach of duty or breach of trust
  of which it may be guilty.

10   Waiver and Proof of Default

10.1   Waiver: The Trustee may, without
  the consent of the Bondholders or Couponholders and without prejudice to its
  rights in respect of any subsequent breach, from time to time and at any time,
  if in its opinion the interests of the Bondholders will not be materially prejudiced
  thereby, waive or authorise, on such terms as seem expedient to it, any breach
  or proposed breach by the Issuer of this Trust Deed or the Conditions or determine
  that an Event of Default, Potential Event of Default, Restructuring Event or
  Potential Restructuring Event will not be treated as such provided that the
  Trustee will not do so in contravention of an express direction given by an
  Extraordinary Resolution or a request made pursuant to Condition 8. No such
  direction or request will affect a previous waiver, authorisation or determination.
  Any such waiver, authorisation or determination will be binding on the Bondholders
  and the Couponholders and, if the Trustee so requires, will be notified to the
  Bondholders as soon as practicable.

10.2   Proof of Default: Proof that the
  Issuer has failed to pay a sum due to the holder of any one Bond or Coupon will
  (unless the contrary be proved) be sufficient evidence that it has made the
  same default as regards all other Bonds or Coupons which are then payable.

11   Trustee not Precluded from Entering into
  Contracts

The Trustee and any other person, whether or not acting for
  itself, may acquire, hold or dispose of any Bond, Coupon or other security (or
  any interest therein) of the Issuer or any other person, may enter into or be
  interested in any contract or transaction with any such person and may act on,
  or as depositary or agent for, any committee or body of holders of any securities
  of any such person in each case with the same rights as it would have had if
  the Trustee were not acting as Trustee and need not account for any profit.

12   Modification and Substitution

12.1   Modification: The Trustee may
  agree without the consent of the Bondholders or Couponholders to any modification
  to this Trust Deed which is, in its opinion, of a formal, minor or technical
  nature or to correct a manifest error. The Trustee may also so agree to any
  modification to this Trust Deed which is in its opinion not materially prejudicial
  to the interests of the Bondholders, but such power does not extend to any such
  modification as is mentioned in the proviso to paragraph 2 of Schedule 3.

12.2   Substitution:

12.2.1The Trustee may, without the
  consent of the Bondholders or Couponholders, agree to the substitution of the
  Issuer's successor in business or any Subsidiary of the Issuer (other than an
  Excluded Subsidiary) (the "Substituted Obligor") in place of
  the Issuer (or of any previous substitute under this sub-Clause) as the principal
  debtor under this Trust Deed, the Bonds and the Coupons provided that:

1. a deed is executed or undertaking given by the Substituted
        Obligor to the Trustee, in form and manner satisfactory to the Trustee,
        agreeing to be bound by this Trust Deed, the Bonds and the Coupons (with
        consequential amendments as the Trustee may deem appropriate) as if the
        Substituted Obligor had been named in this Trust Deed, the Bonds and the
        Coupons as the principal debtor in place of the Issuer
2. if the Substituted Obligor is subject generally to the taxing
      jurisdiction of a territory or any authority of or in that territory with
      power to tax (the "Substituted Territory") other than the
      territory to the taxing jurisdiction of which (or to any such authority
      of or in which) the Issuer is subject generally (the "Issuer's Territory"),
      the Substituted Obligor will (unless the Trustee otherwise agrees) give
      to the Trustee an undertaking satisfactory to the Trustee in terms corresponding
      to Condition 7 with the substitution for the references in that Condition
      to the Issuer's Territory of references to the Substituted Territory whereupon
      the Trust Deed, the Bonds and the Coupons will be read accordingly
3. if any two Authorised Signatories of the Substituted Obligor certify
      that it will be solvent immediately after such substitution, the Trustee
      need not have regard to the Substituted Obligor's financial condition, profits
      or prospects or compare them with those of the Issuer
4. the Issuer and the Substituted Obligor comply with such other
      requirements as the Trustee may direct in the interests of the Bondholders
      and
5. (unless the Issuer's successor in business is the Substituted
      Obligor as the principal debtor under this Trust Deed, the Bonds and the
      Coupons) the obligations of the Substituted Obligor as the principal debtor
      under this Trust Deed, the Bonds and the Coupons are guaranteed by the Issuer
      (with consequential amendments as necessary) to the Trustee's satisfaction.

12.2.2   Release of Substituted Issuer:
  An agreement by the Trustee pursuant to Clause 12.2 will, if so expressed, release
  the Issuer (or a previous substitute) from any or all of its obligations under
  this Trust Deed, the Bonds and the Coupons. Notice of the substitution will
  be given to the Bondholders within 14 days of the execution of such documents
  and compliance with such requirements.

12.2.3   Completion of Substitution:
  On completion of the formalities set out in Clause 12.2, the Substituted Obligor
  will be deemed to be named in this Trust Deed, the Bonds and the Coupons as
  the principal debtor in place of the Issuer (or of any previous substitute)
  and this Trust Deed, the Bonds and the Coupons will be deemed to be amended
  as necessary to give effect to the substitution.

13   Appointment, Retirement and Removal of
  the Trustee

13.1   Appointment: The Issuer has the
  power of appointing new trustees but no-one may be so appointed unless previously
  approved by an Extraordinary Resolution. A trust corporation will at all times
  be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will
  be notified by the Issuer to the Bondholders as soon as practicable.

13.2   Retirement and Removal: Any Trustee
  may retire at any time on giving at least three months' written notice to the
  Issuer without giving any reason or being responsible for any costs occasioned
  by such retirement and the Bondholders may by Extraordinary Resolution remove
  any Trustee provided that the retirement or removal of a sole trust corporation
  will not be effective until a trust corporation is appointed as successor Trustee.
  If a sole trust corporation gives notice of retirement or an Extraordinary Resolution
  is passed for its removal, the Issuer will use all reasonable endeavours to
  procure that another trust corporation be appointed as Trustee and if it does
  not procure the appointment of a new trustee within 30 days of the expiry of
  the Trustee's notice referred to in this Clause, the Trustee shall be entitled
  to procure forthwith a new trustee.

13.3   Co-Trustees: The Trustee may,
  despite Clause 13.1, by written notice to the Issuer appoint anyone to act as
  an additional Trustee jointly with the Trustee:

13.3.1if the Trustee considers the
  appointment to be in the interests of the Bondholders and/or the Couponholders

13.3.2to conform with a legal requirement,
  restriction or condition in a jurisdiction in which a particular act is to be
  performed or

13.3.3to obtain a judgment or to enforce
  a judgment or any provision of this Trust Deed in any jurisdiction.

Subject to the provisions of this Trust Deed the Trustee may
  confer on any person so appointed such functions as it thinks fit. The Trustee
  may by written notice to the Issuer and that person remove that person. At the
  Trustee's request, the Issuer will forthwith do all things as may be required
  to perfect such appointment or removal and it irrevocably appoints the Trustee
  as its attorney in its name and on its behalf to do so.

13.4   Competence of a Majority of Trustees:
  If there are more than two Trustees the majority of them will be competent to
  perform the Trustee's functions provided the majority includes a trust corporation.

14   Couponholders

No notices need be given to Couponholders. They will be deemed
  to have notice of the contents of any notice given to Bondholders. Even if it
  has express notice to the contrary, in exercising any of its functions by reference
  to the interests of the Bondholders, the Trustee will assume that the holder
  of each Bond is the holder of all Coupons relating to it.

15   Currency Indemnity

15.1   Currency of Account and Payment:
  Pounds sterling or, in relation to Clause 7, Dollars (the "Contractual
  Currency") is the sole currency of account and payment for all sums
  payable by the Issuer under or in connection with this Trust Deed, the Bonds
  and the Coupons, including damages.

15.2   Extent of discharge: An amount
  received or recovered in a currency other than the Contractual Currency (whether
  as a result of, or of the enforcement of, a judgment or order of a court of
  any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise),
  by the Trustee or any Bondholder or Couponholder in respect of any sum expressed
  to be due to it from the Issuer will only discharge the Issuer to the extent
  of the Contractual Currency amount which the recipient is able to purchase with
  the amount so received or recovered in that other currency on the date of that
  receipt or recovery (or, if it is not practicable to make that purchase on that
  date, on the first date on which it is practicable to do so).

15.3   Indemnity: If that Contractual
  Currency amount is less than the Contractual Currency amount expressed to be
  due to the recipient under this Trust Deed, the Bonds or the Coupons, the Issuer
  will indemnify it against any loss sustained by it as a result. In any event,
  the Issuer will indemnify the recipient against the cost of making any such
  purchase.

15.4   Indemnity separate: The indemnities
  in this Clause 15 and in Clause 7.4 constitute separate and independent obligations
  from the other obligations in this Trust Deed, will give rise to a separate
  and independent cause of action, will apply irrespective of any indulgence granted
  by the Trustee and/or any Bondholder or Couponholder and will continue in full
  force and effect despite any judgment, order, claim or proof for a liquidated
  amount in respect of any sum due under this Trust Deed, the Bonds and/or the
  Coupons or any other judgment or order.

16   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.

17   Further Issues

17.1   Supplemental Trust Deed: If the
  Issuer issues further securities as provided in the Conditions, the Issuer shall,
  before their issue, execute and deliver to the Trustee a deed supplemental to
  this Trust Deed containing such provisions (corresponding to any of the provisions
  of this Trust Deed) as the Trustee may require.

17.2   Meetings of Bondholders: If the
  Trustee so directs, Schedule 3 shall apply equally to Bondholders and to holders
  of any securities issued pursuant to the Conditions as if references in it to
  "Bonds" and "Bondholders" were also to such securities and
  their holders respectively.

18   Governing Law

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

19   Counterparts

This 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)
  £200,000,000
  5.875 per cent Bonds due 2027

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 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:

£[1,000]/[10,000]/[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 as of 25 March 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.



On the back:

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 
  £200,000,000 5.875 per cent Bonds due 2027

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 Temporary Global Bond

ISIN: XS0165510313

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
  (Incorporated with limited liability in England and Wales)
  £200,000,000
  5.875 per cent Bonds due 2027

Temporary Global Bond

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

TWO HUNDRED MILLION POUNDS STERLING (£200,000,000)

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
  trust deed dated £25 March 2003 (the "Trust Deed") 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 6 May 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 £200,000,000
  5.875 per cent Bonds due 2027
  Common Code 016551031 ISIN XS0165510313 (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, £[o] 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 £200,000,000
  5.875 per cent Bonds due 2027
  Common Code 016551031 ISIN XS0165510313 (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 £[o]
  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 25 March 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 Global Bond

ISIN: XS0165510313

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (Incorporated with limited liability in England and Wales)
  £200,000,000
  5.875 per cent Bonds due 2027

Global Bond

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

TWO HUNDRED MILLION POUNDS STERLING (£200,000,000)

on 25 March 2027 (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 Trust Deed dated 25 March 2003 (the "Trust Deed")
  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 £200,000,000 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 25 March 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)
|------------- | --------------------------------------------------------------------- | --------------------- | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------
|25 March 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
|---------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------- | -------------------------------------------------------------------
|                 |                                                                                   |                                                                  |                                                                    



Schedule 3
  Provisions for Meetings of Bondholders

Interpretation

1In this Schedule:

1.1references to a meeting are to
  a meeting of Bondholders and include, unless the context otherwise requires,
  any adjournment

1.2"agent" means
  a holder of a voting certificate or a proxy for a Bondholder

1.3"block voting instruction"
  means an instruction issued in accordance with paragraphs 8 to 14

1.4"Extraordinary Resolution"
  means a resolution passed at a meeting duly convened and held in accordance
  with this Trust Deed by a majority of at least 75 per cent of the votes cast

1.5"voting certificate"
  means a certificate issued in accordance with paragraphs 5, 6, 7 and 14 and

1.6references to persons representing
  a proportion of the Bonds are to Bondholders or agents holding or representing
  in the aggregate at least that proportion in principal amount of the Bonds for
  the time being outstanding.

Powers of meetings

2A meeting shall, subject to the Conditions
  and without prejudice to any powers conferred on other persons by this Trust
  Deed, have power by Extraordinary Resolution:

2.1to sanction any proposal by the
  Issuer or the Trustee for any modification, abrogation, variation or compromise
  of, or arrangement in respect of, the rights of the Bondholders and/or the Couponholders
  against the Issuer, whether or not those rights arise under this Trust Deed

2.2to sanction the exchange or substitution
  for the Bonds of, or the conversion of the Bonds into, shares, bonds or other
  obligations or securities of the Issuer or any other entity

2.3to assent to any modification of
  this Trust Deed, the Bonds or the Coupons proposed by the Issuer or the Trustee

2.4to authorise anyone to concur in
  and do anything necessary to carry out and give effect to an Extraordinary Resolution

2.5to give any authority, direction
  or sanction required to be given by Extraordinary Resolution

2.6to appoint any persons (whether
  Bondholders or not) as a committee or committees to represent the Bondholders'
  interests and to confer on them any powers or discretions which the Bondholders
  could themselves exercise by Extraordinary Resolution

2.7to approve a proposed new Trustee
  and to remove a Trustee

2.8to approve the substitution of
  any entity for the Issuer (or any previous substitute) as principal debtor under
  this Trust Deed and

2.9to discharge or exonerate the Trustee
  from any liability in respect of any act or omission for which it may become
  responsible under this Trust Deed, the Bonds or the Coupons

provided that the special quorum provisions in paragraph 19
  shall apply to any Extraordinary Resolution (a "special quorum resolution")
  for the purpose of sub-paragraph 2.2 or 2.8 or for the purpose of making a modification
  to this Trust Deed, the Bonds or the Coupons which would have the effect of:

1. modifying the maturity of the Bonds or the dates on which
      interest is payable on them or
2. reducing or cancelling the principal amount of, or interest
      on, the Bonds or
3. changing the currency of payment of the Bonds or the Coupons
      or
4. modifying the provisions in this Schedule concerning the
      quorum required at a meeting or the majority required to pass an Extraordinary
      Resolution or
5. amending this proviso.

Convening a meeting

3The Issuer or the Trustee may at
  any time convene a meeting. If it receives a written request by Bondholders
  holding at least 10 per cent in principal amount of the Bonds for the time being
  outstanding and is indemnified to its satisfaction against all costs and expenses,
  the Trustee shall convene a meeting. Every meeting shall be held at a time and
  place approved by the Trustee.

4At least 21 days' notice (exclusive
  of the day on which the notice is given and of the day of the meeting) shall
  be given to the Bondholders. A copy of the notice shall be given by the party
  convening the meeting to the other parties. The notice shall specify the day,
  time and place of meeting and, unless the Trustee otherwise agrees, the nature
  of the resolutions to be proposed and shall explain how Bondholders may appoint
  proxies or representatives, obtain voting certificates and use block voting
  instructions and the details of the time limits applicable.

Arrangements for voting

5If a holder of a Bond wishes to obtain
  a voting certificate in respect of it for a meeting, he must deposit it for
  that purpose at least 48 hours before the time fixed for the meeting with a
  Paying Agent or to the order of a Paying Agent with a bank or other depositary
  nominated by the Paying Agent for the purpose. The Paying Agent shall then issue
  a voting certificate in respect of it.

6A voting certificate shall:

6.1be a document in the English language

6.2be dated

6.3specify the meeting concerned and
  the serial numbers of the Bonds deposited and

6.4entitle, and state that it entitles,
  its bearer to attend and vote at that meeting in respect of those Bonds.

7Once a Paying Agent has issued a
  voting certificate for a meeting in respect of a Bond, it shall not release
  the Bond until either:

7.1the meeting has been concluded
  or

7.2the voting certificate has been
  surrendered to the Paying Agent.

8If a holder of a Bond wishes the
  votes attributable to it to be included in a block voting instruction for a
  meeting, then, at least 48 hours before the time fixed for the meeting, (i)
  he must deposit the Bond for that purpose with a Paying Agent or to the order
  of a Paying Agent with a bank or other depositary nominated by the Paying Agent
  for the purpose and (ii) he or a duly authorised person on his behalf must direct
  the Paying Agent how those votes are to be cast. The Paying Agent shall issue
  a block voting instruction in respect of the votes attributable to all Bonds
  so deposited.

9A block voting instruction shall:

9.1be a document in the English language

9.2be dated

9.3specify the meeting concerned

9.4list the total number and serial
  numbers of the Bonds deposited, distinguishing with regard to each resolution
  between those voting for and those voting against it

9.5certify that such list is in accordance
  with Bonds deposited and directions received as provided in paragraphs 8, 11
  and 14 and

9.6appoint a named person (a "proxy")
  to vote at that meeting in respect of those Bonds and in accordance with that
  list.

A proxy need not be a Bondholder.

10Once a Paying Agent has issued a
  block voting instruction for a meeting in respect of the votes attributable
  to any Bonds:

10.1it shall not release the Bonds,
  except as provided in paragraph 11, until the meeting has been concluded and

10.2the directions to which it gives
  effect may not be revoked or altered during the 48 hours before the time fixed
  for the meeting.

11If the receipt for a Bond deposited
  with a Paying Agent in accordance with paragraph 8 is surrendered to the Paying
  Agent at least 48 hours before the time fixed for the meeting, the Paying Agent
  shall release the Bond and exclude the votes attributable to it from the block
  voting instruction.

12Each block voting instruction shall
  be deposited at least 24 hours before the time fixed for the meeting at such
  place as the Trustee shall designate or approve, and in default it shall not
  be valid unless the chairman of the meeting decides otherwise before the meeting
  proceeds to business. If the Trustee requires, a notarially certified copy of
  each block voting instruction shall be produced by the proxy at the meeting
  but the Trustee need not investigate or be concerned with the validity of the
  proxy's appointment.

13A vote cast in accordance with a
  block voting instruction shall be valid even if it or any of the Bondholders'
  instructions pursuant to which it was executed has previously been revoked or
  amended, unless written intimation of such revocation or amendment is received
  from the relevant Paying Agent by the Issuer or the Trustee at its registered
  office or by the chairman of the meeting in each case at least 24 hours before
  the time fixed for the meeting.

14No Bond may be deposited with or
  to the order of a Paying Agent at the same time for the purposes of both paragraph
  5 and paragraph 8 for the same meeting.

Chairman

15The chairman of a meeting shall
  be such person as the Trustee may nominate in writing, but if no such nomination
  is made or if the person nominated is not present within 15 minutes after the
  time fixed for the meeting the Bondholders or agents present shall choose one
  of their number to be chairman, failing which the Issuer may appoint a chairman.

16The chairman may, but need not,
  be a Bondholder or agent. The chairman of an adjourned meeting need not be the
  same person as the chairman of the original meeting.

Attendance

17The following may attend and speak
  at a meeting:

17.1Bondholders and agents

17.2the chairman

17.3the Issuer and the Trustee (through
  their respective representatives) and their respective financial and legal advisers.

No-one else may attend or speak.

Quorum and Adjournment

18No business (except choosing a chairman)
  shall be transacted at a meeting unless a quorum is present at the commencement
  of business. If a quorum is not present within 15 minutes from the time initially
  fixed for the meeting, it shall, if convened on the requisition of Bondholders
  or if the Issuer and the Trustee agree, be dissolved. In any other case it shall
  be adjourned until such date, not less than 14 nor more than 42 days later,
  and time and place as the chairman may decide. If a quorum is not present within
  15 minutes from the time fixed for a meeting so adjourned, the meeting shall
  be dissolved.

19Two or more Bondholders or agents
  present in person shall be a quorum:

19.1in the cases marked "No
  minimum proportion" in the table below, whatever the proportion of
  the Bonds which they represent

19.2in any other case, only if they
  represent the proportion of the Bonds shown by the table below.



|Column 1                                   | Column 2                                               | Column 3                                                     
|------------------------------------------ | ------------------------------------------------------ | -------------------------------------------------------------
|Purpose of meeting                         | Any meeting except one referred to in column
        3 | Meeting previously adjourned through want
        of a quorum
|                                           | Required proportion                                    | Required proportion                                          
|To pass a special quorum resolution        | 75 per cent                                            | 25 per cent                                                  
|To pass any other Extraordinary Resolution | A clear majority                                       | No minimum proportion                                        
|Any other purpose                          | 10 per cent                                            | No minimum proportion                                        



20The chairman may with the consent
  of (and shall if directed by) a meeting adjourn the meeting from time to time
  and from place to place. Only business which could have been transacted at the
  original meeting may be transacted at a meeting adjourned in accordance with
  this paragraph or paragraph 18.

21At least 10 days' notice of a meeting
  adjourned through want of a quorum shall be given in the same manner as for
  an original meeting and that notice shall state the quorum required at the adjourned
  meeting. No notice need, however, otherwise be given of an adjourned meeting.

Voting

22Each question submitted to a meeting
  shall be decided by a show of hands 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 one or more persons representing 2 per cent of the Bonds.

23Unless a poll is demanded a declaration
  by the chairman that a resolution has or has not been passed shall be conclusive
  evidence of the fact without proof of the number or proportion of the votes
  cast in favour of or against it.

24If a poll is demanded, it shall
  be taken in such manner and (subject as provided below) either at once or after
  such adjournment as the chairman directs. The result of the poll shall be deemed
  to be the resolution of the meeting at which it was demanded as at the date
  it was taken. A demand for a poll shall not prevent the meeting continuing for
  the transaction of business other than the question on which it has been demanded.

25A poll demanded on the election
  of a chairman or on a question of adjournment shall be taken at once.

26On a show of hands every person
  who is present in person and who produces a Bond or a voting certificate or
  is a proxy has one vote. On a poll every such person has one vote for each £1,000
  principal amount of Bonds so produced or represented by the voting certificate
  so produced or for which he is a proxy or representative. Without prejudice
  to the obligations of proxies, a person entitled to more than one vote need
  not use them all or cast them all in the same way.

27In 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 any other votes which he may have.

Effect and Publication of an Extraordinary Resolution

28An Extraordinary Resolution shall
  be binding on all the Bondholders, whether or not present at the meeting, and
  on all the Couponholders and each of them shall be bound to give effect to it
  accordingly. The passing of such a resolution shall be conclusive evidence that
  the circumstances justify its being passed. The Issuer shall give notice of
  the passing of an Extraordinary Resolution to Bondholders within 14 days but
  failure to do so shall not invalidate the resolution.

Minutes

29Minutes shall be made of all resolutions
  and proceedings at every meeting and, if purporting to be signed by the chairman
  of that meeting or of the next succeeding meeting, shall be conclusive evidence
  of the matters in them. Until the contrary is proved every meeting for which
  minutes have been so made and signed shall be deemed to have been duly convened
  and held and all resolutions passed or proceedings transacted at it to have
  been duly passed and transacted.

Trustee's Power to Prescribe Regulations

30Subject to all other provisions
  in this Trust Deed the Trustee may without the consent of the Bondholders prescribe
  such further regulations regarding the holding of meetings and attendance and
  voting at them as it in its sole discretion determines including (without limitation)
  such requirements as the Trustee thinks reasonable to satisfy itself that the
  persons who purport to make any requisition in accordance with this Trust Deed
  are entitled to do so and as to the form of voting certificates or block voting
  instructions so as to satisfy itself that persons who purport to attend or vote
  at a meeting are entitled to do so.



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

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC

By:    C. OOSTHUIZEN            By:   SALLY
  A. JONES
  Title:   Finance Director            Title:   Company
  Secretary







J.P. MORGAN CORPORATE TRUSTEE SERVICES LIMITED

By:    JENNY PENNELL            By:   CARL
  BALDRY
     Authorised Signatory                Assistant
  Trust Manager