Exhibit 4(k)


    Exhibit
      4(k)

    


    
      	 
	
              Dated
                21 December 2006

            


    

    


    


    


    WESTERN
      POWER

    DISTRIBUTION
      (SOUTH WALES) PLC

     

    and

     

    HSBC
      TRUSTEE (C.I.) LIMITED

     

    


     

     

    TRUST
      DEED

     

    constituting

    £225,000,000
      4.80436 per cent. Notes due 2037


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    This
      Trust Deed
      is made
      on 21 December 2006 between:

    

      (1)     
        WESTERN
        POWER DISTRIBUTION (SOUTH WALES) PLC (“WPD
        South Wales”
or
        the
“Issuer”)
        a
        company incorporated in England and Wales whose registered office is at
        Avonbank, Feeder Road, Bristol BS2 0TB and

       

      (2)      
        HSBC
        TRUSTEE (C.I.) 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 under the laws of Jersey
        whose
        registered office is at P.O. Box 88, 1 Grenville Street, St. Helier, Jersey,
        JE4
        9PF.

       

      Whereas:

       

    

    
      	(A)  	
                    
                The Issuer has authorised the issue of £225,000,000 4.80436 per cent.
                Notes due 2037 to be constituted by this Trust 

                    
                Deed.

            


    

     

    
      	(B)  
              	
                    
                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

     

    “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 Notes represented
      by
      the Global Note, as modified by the provisions of the Global Note. 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 Notes or, as the context may require, a
      specific number of them and includes any replacement Coupons issued pursuant
      to
      the Conditions 

     

    “EEA
      Regulated Market”
means
      a
      market as defined by Article 1(13) of the Investment Services Directive
      93/22/EEC

     

    “Euroclear”
means
      Euroclear Bank S.A./N.V.

     

    “Event
      of Default”
means
      an event described in Condition 9 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 Noteholders

     

    “Excluded
      Subsidiary”
has
      the
      meaning set out in Condition 9

     

    “Extraordinary
      Resolution”
has
      the
      meaning set out in Schedule 3

     

    “FSMA”
means
      the Financial Services and Markets Act 2000

     

    “Global
      Note”
means
      the permanent global note which will represent the Notes, or some of them,
      after
      exchange of the Temporary Global Note, 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 3.3

     

    “Market”
means
      the EEA Regulated Market of the London Stock Exchange

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect that a removal, qualification or amendment as provided
      in Condition 6.4(d)(vi)(C) has on the financial condition of the Issuer or
      any
      Distribution Subsidiary, provided that the Trustee shall have no duty to enquire
      or satisfy itself as to the existence of a Material Adverse Effect and shall
      be
      entitled to rely conclusively upon the certificate of two directors of the
      Issuer regarding the same as provided in such Condition, and the Trustee shall
      bear no liability of any nature whatsoever to the Issuer, the Noteholders or
      any
      other person as a result thereof

     

    “Notes”
means
      bearer notes substantially in the form set out in Schedule 1 comprising the
      £225,000,000 4.80436 per cent. Notes due 2037 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 Notes issued pursuant to the Conditions
      and
      (except for the purposes of Clause 3.1) the Temporary Global Note and the Global
      Note

     

    “Noteholder”
means
      the bearer of a Note

     

    “outstanding”
means,
      in relation to the Notes, all the Notes 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 Notes 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 Notes 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 Notes which have been surrendered in exchange for replacement Notes,
      (f)
      (for the purpose only of determining how many Notes are outstanding and without
      prejudice to their status for any other purpose) those Notes alleged to have
      been lost, stolen or destroyed and in respect of which replacement Notes have
      been issued, and (g) the Temporary Global Note to the extent that it shall
      have
      been exchanged for the Global Note pursuant to its provisions and the Global
      Note to the extent that it shall have been exchanged for definitive Notes
      pursuant to its provisions provided that for the purposes of (1) ascertaining
      the right to attend and vote at any meeting of the Noteholders, (2) the
      determination of how many Notes are outstanding for the purposes of Conditions
      9, 10 and 14 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 Noteholders 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 Noteholders, those
      Notes which are beneficially held by or on behalf of the Issuer or any of its
      affiliates 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 9 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 9

     

    “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
      Noteholders 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 Noteholders pursuant to Clause 6.11

     

    “Temporary
      Global Note”
means
      the temporary global note which will represent the Notes 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:

            


    

     

    
      	 	
              1.2.1

            	
              costs,
                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

            


    

     

    
      	 	
              1.2.3

            	
              any
                provision of any statute shall be deemed also to refer to any statutory
                modification or re-enactment thereof or any statutory instrument,
                order or
                regulation made thereunder or under such
                re-enactment;

            


    

     

    
      	 	
              1.2.4

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

            


    

     

    
      	 	
              1.2.5

            	
              any
                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;

            


    

     

    
      	 	
              1.2.6

            	
              principal
                and/or premium and/or interest in respect of the Notes 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; and

            


    

     

    
      	 	
              1.2.7

            	
              references
                in this Trust Deed to “reasonable” or “reasonably” and similar expressions
                relating to the Trustee and any exercise of power, opinion, determination
                or other similar matter shall be construed as meaning reasonable
                or
                reasonably (as the case may be) having regard to, and taking into
                account
                the interests of, the Noteholders
                only.

            


    

     

    
      	
              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 Notes and Covenant to
                Pay

            


    

     

    
      	
              2.1

            	
              Amount
                of the Notes:
                The aggregate nominal amount of the Notes is limited to
                £225,000,000.

            


    

     

    
      	
              2.2

            	
              Covenant
                to pay:
                The Issuer will on any date when any Notes become due to be redeemed
                unconditionally pay to or to the order of the Trustee in pounds sterling
                in same day funds the amount specified in the Conditions as being
                payable
                in respect of the Notes becoming due for redemption on that date
                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 outstanding nominal amount of the Notes outstanding
                as set
                out in the Conditions provided that (1) payment of any sum due in
                respect
                of the Notes 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
                Noteholders or Couponholders under the Conditions and (2) a payment
                made
                after the due date or pursuant to Condition 9 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
                Noteholders (if required under Clause 6.9), except to the extent
                that
                there is failure in its subsequent payment to the relevant Noteholders
                or
                Couponholders under the Conditions. The Trustee will hold the benefit
                of
                this covenant on trust for the Noteholders and
                Couponholders.

            


    

     

    
      	
              2.3

            	
              Discharge:
                Subject to Clause 2.4, any payment to be made in respect of the Notes
                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:

            


    

     

    
      	 	
              2.4.1

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

            


    

     

    
      	(i)  	
              to
                act as Paying Agents of the Trustee under this Trust Deed and the
                Notes 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
                Notes on
                the terms of this Trust Deed) and thereafter to hold all Notes and
                Coupons
                and all moneys, documents and records held by them in respect of
                Notes and
                Coupons to the order of the Trustee
                or

            


    

     

    
      	(ii)  	
              to
                deliver all Notes and Coupons and all moneys, documents and records
                held
                by them in respect of the Notes and Coupons to the Trustee or as
                the
                Trustee directs in such notice and

            


    

     

    
      	 	
              2.4.2

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

            


    

     

    
      	
              3

            	
              Form
                of the Notes

            


    

     

    
      	
              3.1

            	
              The
                Global Notes:
                The Notes will initially be represented by the Temporary Global Note
                in
                the nominal amount of £225,000,000. Interests in the Temporary Global Note
                will be exchangeable for the Global Note as set out in the Temporary
                Global Note. The Global Note will be exchangeable for definitive
                Notes as
                set out in the Global Note.

            


    

     

    
      	
              3.2

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

            


    

     

    
      	
              3.3

            	
              Signature:
                The Notes and the Coupons will be signed manually or in facsimile
                by an
                Authorised Signatory of the Issuer and the Notes 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 Notes
                or
                Coupons he no longer holds that office. Notes 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 Notes and the Coupons and the execution or delivery of this Trust
                Deed. The Issuer will also indemnify the Trustee, the Noteholders
                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 Noteholders or
                the
                Couponholders to enforce the Issuer’s obligations under this Trust Deed,
                the Notes 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 Notes 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 Notes 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):

            


    

     

    
      	 	
              5.1.1

            	
              first,
                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


            


    

     

    
      	 	
              5.1.2

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

            


    

     

    
      	 	
              5.1.3

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

            


    

     

    If
      the
      Trustee holds any moneys in respect of Notes 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 Notes under Clause 5.1 is less than 10 per cent. of the nominal
                amount
                of the Notes 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 nominal
                amount of
                the Notes 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 Note 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,
                opinions and certificates 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 one copy 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 Noteholders:
                send to the Trustee not less than three days prior to being sent
                to the
                Noteholders the form of each notice to be given to Noteholders and,
                once
                given, two copies of each such notice, such notice to be in a form
                approved by the Trustee (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 Noteholders
                of
                any unconditional payment to the Principal Paying Agent or the Trustee
                of
                any sum due in respect of the Notes or Coupons made after the due
                date for
                such payment

            


    

     

    
      	
              6.10

            	
              Listing:
                use all reasonable endeavours to maintain the listing of the Notes
                on the
                official list of the Financial Services Authority in its capacity
                as
                competent authority under the FSMA and the trading of such Notes
                on the
                Market but, if it is unable to do so, having used such endeavours,
                or if
                the maintenance of such listing or trading is agreed by the Trustee
                to be
                unduly onerous and the Trustee is satisfied that the interests of
                the
                Noteholders would not be thereby materially prejudiced, instead use
                all
                reasonable endeavours to obtain and maintain a listing of the Notes
                on
                another stock exchange and for admission to trading on another market
                in
                each case approved in writing by the
                Trustee

            


    

     

    
      	
              6.11

            	
              Change
                in Agents:
                give at least 14 days’ prior notice to the Noteholders 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

            	
              Notes
                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 Notes held at the date of such
                certificate by or on behalf of the Issuer or its
                affiliates

            


    

     

    
      	
              6.13

            	
              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
                Relevant Subsidiaries, Principal Subsidiaries and Excluded 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):

            


    

     

    

      
        	 	
                6.14.1

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

              


      

       

      
        	 	
                6.14.2

              	
                to
                  which is transferred all or substantially all of the business,
                  undertaking
                  and assets of a Subsidiary of the Issuer which immediately prior
                  to such
                  transfer is a 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

       

      
        	
                6.15

              	
                forthwith
                  give notice in writing to the Trustee
                  of:

              


      

       

      
        	 	
                6.15.1

              	
                the
                  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

              


      

       

    

    
      	
              6.16

            	
              Covenant
                of Compliance:
                The Issuer shall comply with and perform and observe all the provisions
                of
                the Trust Deed and the Notes which are expressed to be binding on
                it and
                shall take such steps as are reasonable to enforce all its rights
                under
                the Trust Deed and the Notes. The Conditions shall be binding on
                the
                Issuer and the Noteholders. The Trustee shall be entitled to enforce
                the
                obligations of the Issuer under the Notes as if the same were set
                out and
                contained in this Trust Deed, which shall be read and construed as
                one
                document with the Notes.

            


    

     

    
      	
              7

            	
              Remuneration
                and Indemnification of the
                Trustee

            


    

     

    
      	
              7.1

            	
              Normal
                Remuneration:
                So
                long as any Note 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 Noteholder or Couponholder of moneys due in respect of any Note
                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 Noteholder 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 Noteholders
                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 Notes or the Coupons. Such costs,
                charges, liabilities and expenses
                will:

            


    

     

    
      	 	
              7.3.1

            	
              in
                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 HSBC Bank plc on the date on which the Trustee made
                such
                payments and

            


    

     

    
      	 	
              7.3.2

            	
              in
                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 whether such advice is obtained or addressed
                to
                the Issuer, the Trustee or any other person. 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 and notwithstanding
                any
                limitation on liability contained therein, monetary or
                otherwise.

            


    

     

    
      	
              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 Notes and the
                Coupons.

            


    

     

    
      	
              8.3

            	
              Resolutions
                of Noteholders:
                The Trustee will not be responsible for having acted in good faith
                on a
                resolution purporting to have been passed at a meeting of Noteholders
                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 Noteholders 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
                Noteholders.

            


    

     

    
      	
              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 Noteholders,
                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 Noteholders,
                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
                Notes:
                The Trustee will not be liable to the Issuer or any Noteholder or
                Couponholder by reason of having accepted as valid or not having
                rejected
                any Note 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 Noteholder or Couponholder
                any
                confidential financial or other information made available to the
                Trustee
                by the Issuer and no Noteholder 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 Noteholders 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 Notes or Trust Deed is materially
                prejudicial to the interests of Noteholders 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 Noteholders 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 Noteholders 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 Noteholders. Any such determination
                will be conclusive and binding on the Issuer, the Noteholders and
                the
                Couponholders.

            


    

     

    
      	
              8.16

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

            


    

     

    
      	
              8.17

            	
              Notes
                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 Notes are for the time being held by or on behalf
                of
                the Issuer or its affiliates.

            


    

     

    
      	
              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 Notes by any Rating Agency and (b) shall not be liable
                to
                Noteholders 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 Notes.

            


    

     

    
      	
              8.20

            	
              No
                Liability for error of judgement:
                The Trustee shall not be liable for any error of judgement made in
                good
                faith by any officer and/or employee of the Trustee in the administration
                of its corporate matters.

            


    

     

    
      	
              8.21

            	
              Clearing
                Systems:
                The Trustee may call for any certificate or other document to be
                issued by
                Euroclear, Clearstream, Luxembourg or any other clearing system through
                which the Notes are cleared as to the principal amount of Notes
                represented by a Global Note standing to the account of any person
                and may
                have regard to any information provided to it by Euroclear, Clearstream,
                Luxembourg or such other clearing system as to the identity (either
                individually or by category) of any of their accountholders with
                entitlements to such Global Note, and the Trustee may consider such
                interests as if such accountholders were the holders of any such
                Global
                Note. Any such certificate, document or information may be accepted
                and
                fully relied upon by the Trustee. The Trustee shall not be liable
                to any
                person by reason of having accepted as valid or accurate or not having
                rejected any certificate, document or information to such effect
                purporting to be issued by Euroclear, Clearstream, Luxembourg or
                such
                other clearing system and subsequently found to be forged, not authentic
                or inaccurate.

            


    

     

    
      	
              8.22

            	
              Legal
                Opinions: The
                Trustee shall not be responsible to any person for failing to request,
                require or receive any legal opinion relating to the Notes or for
                checking
                or commenting upon the content of any such legal opinion and shall
                not be
                responsible for any loss, damage, cost, charge, claim, demand, expense,
                judgment, action, proceeding or other liability whatsoever incurred
                thereby.

            


    

     

    
      	
              8.23

            	
              No
                Action: 

            


    

     

    
      	 	
              (i)

            	
              The
                Trustee shall not be bound to take any action in connection with
                this
                Trust Deed or any obligations arising pursuant thereto, including,
                without
                prejudice to the generality of the foregoing, forming any opinion
                or
                employing any financial adviser, where it is not satisfied that the
                Issuer
                will be able to indemnify it against all loss, damage, cost, charge,
                claim, demand, expense, judgment, action, proceeding or other liability
                whatsoever incurred thereby which may be incurred in connection with
                such
                action and may demand prior to taking any such action that there
                be paid
                to it in advance such sums as it reasonably considers (without prejudice
                to any further demand) shall be sufficient so to indemnify it and
                on such
                demand being made the Issuer shall be obliged to make payment of
                all such
                sums in full.

            


    

     

    
      	 	
              (ii)

            	
              No
                provision of this Trust Deed shall require the Trustee to do anything
                which may (i) be illegal or contrary to applicable law or regulation;
                or
                (ii) cause it to expend or risk its own funds or otherwise incur
                any loss,
                damage, cost, charge, claim, demand, expense, judgment, action, proceeding
                or other liability whatsoever incurred thereby in the performance
                of any
                of its duties or in the exercise of any of its rights, powers or
                discretions, if it shall have reasonable grounds for believing that
                repayment of such funds or adequate indemnity against such risk or
                loss,
                damage, cost, charge, claim, demand, expense, judgment, action, proceeding
                or other liability whatsoever is not assured to
                it.

            


    

     

    
      	
              8.24

            	
              Professional
                and other charges:
                Any trustee of the trust presents being a lawyer, accountant, broker
                or
                other person engaged in any profession or business shall be entitled
                to
                charge and be paid all usual and proper professional and other charges
                for
                business transacted and acts done by him or his firm in connection
                with
                the trusts of this Trust Deed or the Paying Agency Agreement and
                also his
                reasonable charges in addition to disbursements for all other work
                and
                business done and all time spent by him or his firm in connection
                with
                matters arising in connection with this Trust Deed including matters
                which
                might or should have been attended to in person by a trustee not
                being a
                banker, accountant or other professional
                person.

            


    

     

    
      	
              8.25

            	
              Holder
                Absolute Owner:
                The Issuer, any Paying Agent and the Trustee may (to the fullest
                extent
                permitted by applicable laws) deem and treat the bearer of any Note
                or
                Coupon as the absolute owner for all purposes (whether or not the
                Note or
                Coupon shall be overdue and notwithstanding any notice of ownership
                or
                writing on the Note or Coupon or any notice of previous loss or theft
                of
                the Note or Coupon or of any trust or interest therein) and shall
                not be
                required to obtain any proof thereof or as to the identity of such
                bearer.

            


    

     

    
      	
              8.26

            	
              Enforcement:
                The Trustee may at any time, at its discretion and without notice,
                take
                such proceedings against the Issuer as it may think fit to enforce
                the
                provisions of the Trust Deed, the Notes and the Coupons, but it shall
                not
                be bound to take any such proceedings or any other action in relation
                to
                the Trust Deed, the Notes or the Coupons unless (a) it has been so
                directed by an Extraordinary Resolution of the Noteholders or so
                requested
                in writing by the holders of at least one-quarter in outstanding
                nominal
                amount of the Notes then outstanding and (b) it has been indemnified
                and/or secured to its satisfaction. No Noteholder or Couponholder
                shall be
                entitled to proceed directly against the Issuer unless the Trustee,
                having
                become bound so to proceed, fails so to do within a reasonable period
                and
                the failure shall be continuing.

            


    

     

    
      	
              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 Noteholders 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
                Noteholders 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
                9. No
                such direction or request will affect a previous waiver, authorisation
                or
                determination. Any such waiver, authorisation or determination will
                be
                binding on the Noteholders and the Couponholders and, if the Trustee
                so
                requires, will be notified to the Noteholders 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
                Note or Coupon will (unless the contrary be proved) be sufficient
                evidence
                that it has made the same default as regards all other Notes 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 Note, 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 Noteholders 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 Noteholders, 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:

            


    

     

    

      
        	 	
                12.2.1

              	
                The
                  Trustee may, without the consent of the Noteholders 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
                  Notes and
                  the Coupons provided that:

              


      

       

    

    
      	(i)  	
              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 Notes 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 Notes and the Coupons
                as
                the principal debtor in place of the Issuer


            


    

     

    
      	(ii)  	
              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 Notes and the Coupons will
                be read
                accordingly

            


    

     

    
      	(iii)  	
              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
                

            


    

     

    
      	(iv)  	
              the
                Trustee is satisfied that the interests of the Noteholders will not
                be
                materially prejudiced by the
                substitution

            


    

     

    
      	(v)  	
              the
                Issuer and the Substituted Obligor comply with such other requirements
                as
                the Trustee may direct in the interests of the Noteholders
                and

            


    

     

    
      	(vi)  	
              (unless
                the Issuer’s successor in business is the Substituted Obligor as the
                principal debtor under this Trust Deed, the Notes and the Coupons)
                the
                obligations of the Substituted Obligor as the principal debtor under
                this
                Trust Deed, the Notes 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 Notes and the Coupons. Notice
                  of
                  the substitution will be given to the Noteholders 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 Notes
                  and the
                  Coupons as the principal debtor in place of the Issuer (or of any
                  previous
                  substitute) and this Trust Deed, the Notes 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:
                Subject as provided in clause 13.2 below, 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 Noteholders 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
                Noteholders 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:

            


    

     

    
      	 	
              13.3.1

            	
                      
                if the Trustee considers the appointment to be in the interests of
                the
                Noteholders and/or the 

                      
                Couponholders

            


    

     

    
      	 	
              13.3.2

            	
                      
                to conform with a legal requirement, restriction or condition in
                a
                jurisdiction in which a particular act 

                      
                is to be performed or

            


    

     

    
      	 	
              13.3.3

            	
                      
                to 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.

            


    

     

    
      	
              13.5

            	
              Merger:
                Any
                corporation into which the Trustee may be merged or converted or
                with
                which it may be consolidated, or any corporation resulting from any
                merger, conversion or consolidation to which the Trustee shall be
                a party,
                or any corporation succeeding to all or substantially all the corporate
                trust business of the Trustee, shall be the successor of the Trustee
                hereunder, provided such corporation shall be otherwise qualified
                and
                eligible under this Clause, without the execution or filing of any
                paper
                or any further act on the part of the parties
                hereto.

            


    

     

    
      	
              14

            	
              Couponholders

            


    

     

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

     

    
      	
              15

            	
              Currency
                Indemnity

            


    

     

    
      	
              15.1

            	
              Currency
                of Account and Payment:
                Pounds sterling (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 Notes 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 insolvency, winding-up
                or
                dissolution of the Issuer or otherwise), by the Trustee or any Noteholder
                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
                Notes 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
                Noteholder 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 Notes 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:

     

    P.O.
      Box
      88

    1
      Grenville Street

    St.
      Helier

    Jersey
      JE4 9PF

     

    
      	
              Telephone
                no.:

            	
              +44
                1534 606 150

            
	
              Fax
                no.:

            	
              +44
                1534 606 159 

            
	
              Attention:
                

            	
              Manager,
                Corporate Services

            


    

     

    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 Noteholders:
                If
                the Trustee so directs, Schedule 3 shall apply equally to Noteholders
                and
                to holders of any securities issued pursuant to the Conditions as
                if
                references in it to “Notes” and “Noteholders” were also to such securities
                and their holders respectively.

            


    

     

    
      	
              18

            	
              Governing
                Law and Submission to
                Jurisdiction

            


    

     

    
      	
              18.1

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

            


    

     

    
      	
              18.2

            	
              Jurisdiction:
                The courts of England are to have jurisdiction to settle any disputes
                which may arise out of or in connection with this Agreement and
                accordingly any legal action or proceedings arising out of or in
                connection with this Agreement (“Proceedings”)
                may be brought in such courts. The Trustee irrevocably submits to
                the
                jurisdiction of such courts and waives any objection to Proceedings
                in
                such courts whether on the ground of venue or on the ground that
                the
                Proceedings have been brought in an inconvenient forum. These submissions
                are for the benefit of the Issuer and shall not limit the right of
                any of
                it to take Proceedings in any other court of competent jurisdiction
                nor
                shall the taking of Proceedings in any one or more jurisdictions
                preclude
                the taking of Proceedings in any other jurisdiction (whether concurrently
                or not).

            


    

     

    
      	
              18.3

            	
              Service
                of Process:
                The Trustee irrevocably appoints HSBC Bank plc of 8 Canada Square,
                London
                E14 5HQ as its authorised agent for service of process in England.
                If for
                any reason such agent shall cease to be such agent for the service
                of
                process, the Trustee shall forthwith appoint a new agent for service
                of
                process in England and deliver to the Issuer a copy of the new agent’s
                acceptance of that appointment within 30 days. Nothing shall affect
                the
                right to serve process in any other manner permitted by
                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 Note

    On
      the
      front:

     

    
      	
              Denomination

               

            	
              ISIN

               

            	
              Series

               

            	
              Certif.
                No.

               

            
	
              £50,000

               

            	
              XS0280014282

               

            	 	 


    

    


    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC

    (Incorporated
      with limited liability in England and Wales)

    £225,000,000

    4.80436
      per cent. Notes due 2037

    


     

    This
      Note
      forms part of a series designated as specified in the title (the “Notes”)
      of
      Western Power Distribution (South Wales) plc (the “Issuer”)
      constituted by the Trust Deed referred to on the reverse hereof. The Notes
      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 Note is entitled on 21 December 2037, or
      on
      such earlier date as the Note may be redeemed or repaid to such sum as is
      determined in accordance with the Conditions to be payable on such redemption
      or
      repayment together with interest on the outstanding nominal amount of such
      Note
      from 21 December 2006 at the rate of 4.80436 per cent. per annum payable
      annually in arrear on 21 December in each year, subject to and in accordance
      with the Conditions.

     

    This
      Note
      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 Note to be signed in facsimile on
      its
      behalf.

     

    Dated
      as
      of [·]
      

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

     

    By:

     

    


     

    [Director]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Note
      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

     

    The
      £225,000,000 4.$0436 per cent. Notes due 2037 (the "Notes", which expression
      shall in these Conditions, unless the context otherwise requires, include any
      further notes issued pursuant to Condition 16 and forming a single series with
      the Notes) of Western Power Distribution (South Wales) plc (the "Issuer") are
      constituted by a Trust Deed (the "Trust Deed's dated 21 December 2006 (the
      "Issue Date') made between the Issuer arid HSBC Trustee (C.L) Limited (the
      "Trustee", which expression shall include its successor(s)) as trustee for
      the
      holders of the Notes (the "Noteholders") and the holders of the interest coupons
      appertaining to the Notes (the "Couponholders" and the "Coupons" respectively,
      which expressions shall, unless the context otherwise requires, include the
      talons for further interest coupons (the "Talons") and the holders of the
      Talons).

    


    The
      statements in these Conditions include summaries of, and are subject to, the
      detailed provisions of and definitions in the Trust Deed. Copies of the Trust
      Deed and the Agency Agreement dated 21 December 2006 (the "Agency Agreement")
      made between the Issuer, the initial Paying Agents and the Trustee are available
      for inspection during normal business hours by the Noteholders and the
      Couponholders at the principal office for the time being of the Trustee, being
      at the date of issue of the Notes at 1, Grenville Street, St. Helier, Jersey
      JE4
      9PF and at the specified office of each of the Paying Agents. The Noteholders
      and the Couponholders are entitled to the benefit of are bound by, and are
      deemed to have notice of, all the provisions of tire Trust Deed and tire Agency
      Agreement applicable to them.

     

    1. FORM,
      DENOMINATION AND TITLE

    1.1 Form
      and Denomination

    The
      Notes
      are in form, serially numbered, in the denomination of £50,000 with
      Coupons

    and
      one
      Talon attached on issue.

    


    1.2 Title

    Title
      to
      the Notes and to the Coupons will pass by delivery.

    


    
      	 	
              1.3

            	
              Holder
                Absolute Owner

            


    

    


    The
      Issuer, any Paying Agent and the Trustee may (to the fullest extent permitted
      by
      applicable laws) deem and treat the bearer of any Note or Coupon as the absolute
      owner for all purposes (whether or not the Note or Coupon shall be overdue
      and
      notwithstanding any notice of ownership or writing on the Note or Coupon or
      any
      notice of previous loss or theft of the Note or Coupon or of any trust or
      interest therein) and shall not be required to obtain any proof thereof or
      as to
      the identity of such bearer.

    


    
      	2.  	
              STATUS

            


    

    


    The
      Notes
      and the Coupons are direct, unconditional, unsubordinated and (subject to the
      provisions of Condition 3) unsecured obligations of the Issuer and (subject
      as
      provided above) rank pari
      passu,
      among
      themselves and (save for certain obligations required to be preferred by law)
      equally with all other outstanding unsecured obligations (other than
      subordinated obligations, if any) of the Issuer from time to time
      outstanding.

     

        
      3.   
      NEGATIVE PLEDGE

     

    3.1 Negative
      Pledge

    


    So
      long
      as any Note remains outstanding (as defined in the Trust Deed) the Issuer will,
      and will procure that each of its Distribution Subsidiaries (as defined below)
      will, ensure that no Relevant Indebtedness (as defined below) of the Issuer
      or
      any Distribution Subsidiary or of any other person and no guarantee by the
      Issuer or any Distribution Subsidiary of any Relevant Indebtedness of any person
      will be scented by a mortgage, charge, hen, pledge or other security interest
      (each a "Security Interest") upon, or with respect to, any of the present or
      future business, undertaking assets or revenues (including any uncalled capital)
      of the Issuer or any Distribution Subsidiary unless the Issuer, before or at
      the
      same time as the creation of the Security Interest, take any and all action
      necessary to ensure that:

    


    
      	 	
              (a)

            	
              all
                amounts payable by the Issuer under the Notes, the Coupons and the
                Trust
                Iced are secured equally and rateably with the Relevant Indebtedness
                or
                guarantee, as the case may be, by the same Security Interest, in.
                each
                case to the satisfaction of the Trustee; or


            


    

    


    
      	 	
              (b)

            	
              such
                outer Security Interest or guarantee or other arrangement (whether
                or not
                including the giving of a Security Interest) is provided in respect
                of all
                amounts payable by the Issuer under the Notes, the Coupons and the
                Trust
                Deed either (i) as the Trustee shall in its absolute discretion deem
                not
                materially less beneficial to the interests of the Noteholders or
                (ii) as
                shall be approved by an Extraordinary Resolution (as defined in the
                Trust
                Deed) of the Noteholders, 

            


    

    


    save
      that
      the above restriction shall not apply to any Security Interest (1) provided
      by
      or in respect of a company becoming a Distribution Subsidiary after the issue
      date of the Notes and where such Security Interest existed at the time that
      company becomes a Distribution Subsidiary (provided that such Security Interest
      was not created in contemplation of that company becoming a Distribution
      Subsidiary and the principal amount secured at the time of that company becoming
      a Distribution Subsidiary is not subsequently ink) or (2) created or outstanding
      in respect of any Non-recourse Indebtedness (as defined in Condition 9) or
      any
      leasing or hire purchase agreement of the Issuer or any Distribution Subsidiary
      provided that the aggregate outstanding principal amount secured by all such
      Security Interests created or outstanding under this exception (2) shall not
      at
      any time exceed the greater of £75,000,000 or 10 per cent. of the Regulatory
      Asset Base (as defined below) at such time (or the equivalent thereof in any
      other currency or currencies).

    


    3.2 Restriction
      on distribution of dividends

    


    So
      long
      as any Note or Coupon remains outstanding, the Issuer shall not at any time
      declare or make a distribution (as defined in Section 209 of the Income and
      Corporation Taxes Act 1988) or grant a loan or any other credit facility to
      any
      of its shareholders unless (1) immediately following the occurrence of any
      such
      event, the Net Debt (as defined below) at such time would not exceed 85 per
      cent. of the Regulatory Asset Base relating to the year in which the relevant
      distribution or grant was first declared or made; and (2) written certification
      thereof, signed by two directors of the Issuer, has been provided to the Trustee
      on or prior to such distribution or grant. Such certification may be relied
      upon
      by the Trustee without further enquiry or evidence and, if relied upon by the
      Trustee, shall, in the absence of manifest error, be conclusive and binding
      on
      all parries whether or not addressed to each such party.

    


    3.3 Definitions

    For
      the
      purposes of these Conditions:

    "Capital
      and Reserves" means the aggregate of:

     

    
      
        	 	
                (a)

              	the amount paid up or credited as paid up on the
                share
                capital of the Issuer and


      

      	 	 	 


      	 	
              (b)

            	
              the
                total of the capital, revaluation and revenue reserves of the Group
                (as
                defined below), including any share premium account, capital redemption
                reserve and credit balance on the profit and loss account, but excluding
                sums set aside for taxation and amounts attributable to outside
                shareholders in Subsidiary Undertakings (as defined below) and deducting
                any debit balance on the profit and loss account,
                

            


    


    all
      as
      shown in the theft latest audited consolidated balance sheet and profit and
      loss
      account of the Group prepared in accordance with the historical cost convention
      (as modified by the revaluation of certain fixed assets) for the purposes of
      the
      Companies Act 1985, but adjusted as may be necessary in rest of any variation
      in
      the paid up share capital or share premium account of the Issuer since the
      date
      of that balance sheet and further adjusted as may be necessary to reflect any
      change since the date of that balance sheet in the Subsidiary Undertakings
      comprising the Group and/or as the Auditors (as defined in the Trust Deed)
      may
      consider appropriate.

    


    A
      certificate by two directors of the Issuer as to the amount of the Capital
      and
      Reserves at any given time may be relied upon by the Trustee without further
      enquiry or evidence and, if relied upon by the Trustee, shall, in the absence
      of
      manifest error, be conclusive and binding on all parties whether or not
      addressed to each such party;

    


    "consolidated"
      means, in relation to the financial statements and accounts of the Issuer and/or
      the Group, those statements and accounts as consolidated under International
      Financial Reporting Standards, provided that if such consolidated accounts
      are
      not prepared, it shall mean the nonconsolidated financial statements and
      accounts of the Issuer prepared in accordance with generally accepted accounting
      principles in the United Kingdom;

    


    "Distribution
      Licence" means an electricity distribution licence granted under section 6(I)(c)
      of the Electricity Act 1989, as amended from time to time;

    


    "Distribution
      Subsidiary" means any Subsidiary of the Issuer which holds a Distribution
      Licence from time to time;

    


    "Group"
      means the Issuer and, if and to the extent it has any, its Subsidiary
      Undertakings and "member of the Group" shall be construed
      accordingly;

    


    "Net
      Debt", at any time, means the aggregate amount of all indebtedness for borrowed
      money (as defined in Condition 9) of the Issuer at such time less the aggregate
      of'.

    


    
      	 	
              (a)

            	
              amounts
                credited to current accounts or deposits and certificates of deposit
                (with
                a term not exceeding three months) at, or issued by, any bank, building
                society or other financial institution;

            


      	 	 	 


      	 	
              (b)

            	cash in band; and


      	 	 	 


      	 	
              (c)

            	the lower of book and market value (calculated,
              where
              relevant, by reference to their bid price)
              of gilts issued by the United Kingdom Government, in each case
              beneficially owned by the Issuer and in each case so that no amount
              shall
              be included or excluded more than once;


    

     

    "Regulatory
      Asset Base", in respect of any year, means the regulatory asset base of the
      Issuer most recently published in respect of such year by the Office of Gas
      and
      Electricity Markets ("OFGEM") or any successor of OFGEM;

    


    "Relevant
      Indebtedness" means (i) any present or future indebtedness (whether being
      principal, premium, interest or other amounts) in the form of or represented
      by
      bonds, notes, debentures, debenture stock, loan stock or other securities,
      whether issued for cash or in whole or in part for a consideration other than
      cash, and which, with the agreement of the person issuing the same, are or
      are
      capable of being quoted, listed or ordinarily dealt in on any stock exchange
      or
      recognised over-the-counter or other securities market; or (ii) monies borrowed
      or raised from, err any acceptance credit opened by, a bank, building society
      or
      other financial institution; or (iii) any leasing or hire purchase agreement
      which would be treated as a finance lease in the accounts of the relevant
      person;

    


    "Subsidiary"
      means a subsidiary within the meaning of section 736 of the Companies Act
      1985;

    


    "Subsidiary
      Undertaking" shall have the meaning given to it by section 258 of the Companies
      Act 1985 (but, in relation to the Issuer, shall exclude any undertaking (as
      defined in the Companies Act 1985) whose accounts are not included in the then
      latest published audited consolidated accounts of the Issuer, or (in the case
      of
      an undertaking which has first become a subsidiary undertaking of a member
      of
      the Group since the date as at which any such audited accounts were prepared)
      would not have beers so included or consolidated if it had become so on or
      before that date); and any
      reference to an obligation being "guaranteed" shall include a refe to an
      indemnity being given in respect of that obligation.

     

    4. INTEREST

     

    4.1 Interest
      Rate and Interest Payment Dates

    


    The
      Notes
      bear interest on their outstanding principal amount from and including 21
      December 2006 at the rate of 4.80436 per cent. per annum, payable annually
      in
      arrear on 21 December in each year (each an "Interest Payment Date") until
      21
      December 2037.

    4.2 Interest
      Accrual

    


    Each
      Note
      will cease to bear interest from and including its due date for redemption
      unless, upon due presentation, payment of the principal in respect of the Note
      is improperly withheld or refused or unless default is otherwise made in respect
      of payment, in which event interest shall continue to accrue as provided in
      the
      Trust Deed.

    


    4.3 Calculation
      of Broken Interest

    


    When
      interest is required to be calculated in respect of a period of less than a
      full
      year, it shall be calculated on the basis of (a) the actual number of days
      in
      the period from and including the date from which interest begins to accrue
      (the
      "Accrual Date") to but excluding the date on which it falls due divided by
      (b)
      the actual number of days from and including the Accrual Date to but excluding
      the next following Interest Payment Date.

     

    5. PAYMENTS
      AND EXCHANGES OF TALONS

     

    5.1 Payments
      in respect of Notes

    


    Payments
      of principal and interest in respect of each Note will be trade against
      presentation and surrender (or, in the case of part payment only, endorsement)
      of the Note, except that payments of interest due on an Interest Payment Date
      will be made against presentation and surrender (or, in the case of part payment
      only, endorsement) of the relevant Coupon, in each case at the specified office
      outside the United States of any of the Paying Agents.

    


    5.2 Method
      of Payment

    


    Payments
      will be made by credit or transfer to a pounds sterling account maintained
      by
      the payee with or, at the option of the payee, by a pounds sterling cheque
      drawn
      on, a bank in London.

    


    5.3 Missing
      Unmatured Coupons

    


    Each
      Note
      should be presented for payment together with all relative unmatured Coupons
      (which expression shall, for the avoidance of doubt, include Coupons falling
      to
      be issued on exchange of matured Talons). Upon the date on which any Note
      becomes due and repayable, all unmatured Coupons appertaining to the Note
      (whether or not attached) shall become void and no payment shall be made in
      respect of such Coupons.

    


    5.4 Payments
      subject to Applicable Laws

    


    Payments
      in respect of principal and interest on the Notes are subject in all cases
      to
      any fiscal or other laws and regulations applicable in the place of payment,
      but
      without prejudice to the provisions of Condition 7.

    


    5.5 Payment
      only on a Presentation Date

    


    A
      holder
      shall be entitled to present a Note or Coupon for payment only on a Presentation
      Date and shall not, except as provided in Condition 4, be entitled to any
      further interest or other payment if a Presentation Date is after the due
      date.

    


    "Presentation
      Date" means a day which (subject to Condition 8):

    (a) is
      or
      falls after the relevant due date;

     

    (b) is
      a
      Business Day in the place of the specified office of the Paying Agent at which
      the

     
      Note or Coupon is presented for payment; and

    


    (c) in
      the
      case of payment by credit or transfer to a pounds sterling account in London
      as

     
      referred to above), is a Business Day in London.

    


    In
      this
      Condition, "Business Day" means, in relation to any place, a day on which
      commercial banks and foreign exchange markets settle payments and are open
      for
      general business (including dealing in foreign exchange and foreign currency
      deposits) in that place.

    


    5.6 Exchange
      of Talons

    


    On
      and
      after the Interest Payment Date on which the final Coupon comprised in any
      Coupon sheet man=, the Talon comprised in the Coupon sheet may be surrendered
      at
      the specified office of any Paying Agent in exchange for a further Coupon sheet
      (including any appropriate further Talon), subject to the provisions of
      Condition $. Each Talon shall, for the purposes of these Conditions, he deemed
      to mature on the Interest Payment Date on which the final Coupon comprised
      in
      the relative Coupon sheet matures.

    


    5.7 Initial
      Paying Agents

    


    The
      names
      of the initial Paying Agents and their initial specified offices
      are set
      out
      at the end of these Conditions. The Issuer reserves the right, subject to the
      prior written approval of the Trustee, at any time to vary or terminate the
      appointment of any Paying Agent and to appoint additional or other Paying Agents
      provided that:


    
      	
            	
              (a)

            	there will at all times be a Principal Paying
              Agent;


      	 	 	 


      	 	
              (b)

            	
              there
                will at all times be at least one Paying Agent (which may be the
                Principal
                Paying Agent) having its specified office is a European city which
                so long
                as the Notes are admitted to official listing on the London Stock
                Exchange
                plc shall be London or such other place as the UK Listing Authority
                tray
                approve; and 

            


    

    


    
      	 	
              (c)

            	
              there
                will at all times be a Paying Agent in a Member State of the European
                Union that is not obliged to withhold or deduct tax pursuant to European
                Council Directive 2003/48/EC or any law implementing or complying
                with, or
                introduced in order to conform to, such
                Directive.

            


    

    


    Notice
      of
      any termination or appointment and of any changes in specified offices will
      be
      given to the Noteholders promptly by the Issuer in accordance with Condition
      12.

     

    6. REDEMPTION
      AND PURCHASE

     

    6.1 Redemption
      at Maturity

    


    Unless
      previously redeemed or purchased and cancelled as provided below, the Issuer
      will redeem the Notes at their principal amount on 21 December
      2037.

    


    6.2 Redemption
      at the option of the Issuer on 21 December 2026

    


    The
      Issuer may at its option, having given not less than 30 nor more than 90 days'
      notice to the Noteholders in accordance with Condition 12 (which shall be
      irrevocable), redeem all, but not same only, of the Notes on 21 December 2026
      at
      the price which shall be the higher of the following:

    


    (A) the
      principal amount thereof, and

    


    
      	(B)  	
              that
                price (the "Redemption Price"), expressed as a percentage rounded
                to three
                decimal places (0.0005 being rounded down), at which the Gross Redemption
                Yield (as defined below) on the Notes, if they were to be purchased
                at
                such price on the third dealing day prior to the publication of the
                notice
                of redemption, would be equal to the Gross Redemption Yield on such
                dealing day of the Reference Stock (as defined below) on the basis
                of the
                middle market price of the Reference Stock prevailing at or about
                3.00
                p.m, (London time) on such dealing day, as determined by the Trustee
                (or
                such other person(s) as the Trustee may approve), together, in each
                case,
                with interest (if any) accrued to (but excluding) 21 December
                2026.

            


    

    


    Any
      reference in these Terms and Conditions to principal shall be deemed to include
      any sum payable as the Redemption Price save in respect of such references
      in
      Conditions 6.3 and 6.4.

    


    In
      this
      Condition:

    


    "Calculation
      Agent" shall mean an independent investment bank of international repute,
      appointed by the Issuer with the prior written approval of the Trustee in order
      to perform the function of calculating the Gross Redemption Yield;

    


    "Reference
      Stock" means 4'k per cent. Treasury Stock due 2036 or of such other United
      Kingdom Government Stock as the Trustee, with the advice of three leading
      brokers obtained by the Issuer operating in the gilt edged market and/or gilt
      edged market makers, shall determine to be appropriate; and

    


    The
      "Gross Redemption Yield" on the Notes and the Reference Stock will be expressed
      as a percentage and will be calculated by the Calculation Agent on the basis
      set
      out by the United Kingdom Debt Management Office in the paper "Formulae for
      Calculating Gilt Prices from Yields" page 4, Section One: Price/Yield Formulae
      "Conventional Gilts"; "Double-dated and Undated Gilts with Assumed (or Actual)
      Redemption on a QuasiCoupon Date" (published on 8 June 1998 and updated on
      15
      January 2002 and as Rather ups or amended from time to time) on a semi-annual
      compounding basis (converted on an annualised yield and rounded up (if
      necessary) to four decimal places) or on such other basis as the Trustee tray
      approve.

    


    At
      any
      time when under these Conditions it is necessary to have, or the Trustee
      requests, the advice of brokers and/or markket makers operating in the gilt
      edged market, the Issuer shall select and appoint them with the prior written
      approval of the Trustee and at the expense of the Issuer.

    At
      any
      time when under these Conditions it is necessary to have a Calculation Agent
      to
      perform any functions under these Conditions, the Issuer will appoint such
      Calculation Agent on or before any such time.

    


    Notices
      of redemption will specify the date fixed for redemption and the applicable
      Redemption Price. Upon the expiry of any notice of redemption, the Issuer shall
      be bound m redeem the Notes at the applicable Redemption Price.

    


    6.3 Redemption
      for Taxation Reasons

    


    If
      the
      Issuer satisfies the Trustee immediately before the giving of the notice
      referred to below that:

    


    (a) as
      a
      result of any change in, or amendment to, the laws or regulations of a Relevant
      Jurisdiction (as defined in Condition 7), or any change in the application
      or
      official interpretation of the laws or regulations of a Relevant Jurisdiction,
      which change or amendment becomes effective after 19 December 2006, on the
      neat
      Interest Payment Date the Issuer would be required to pay additional amounts
      as
      provided or referred to in Condition 7; and 

    


    (b) the
      requirement cannot be avoided by the Issuer taking reasonable measures available
      to it,

    


    the
      Issuer may at its option, having given not less than 30 nor more than 60 days'
      notice to the Noteholders in accordance with Condition 12 (which notice shall
      be
      irrevocable), redeem all the Notes, but not some only, at any time at their
      principal amount together with interest accrued to but excluding the date of
      redemption, provided that no such notice of redemption shall be given earlier
      than 90 days prior to the earliest date on which the Issuer would be required
      to
      pay such additional amounts were a payment in respect of the Notes then due.
      Prior to the publication of any notice of redemption pursuant to this paragraph
      the Issuer shall deliver to the Trustee a certificate signed by two directors
      of
      the Issuer stating that the requirement referred to in (a) above will apply
      on
      the next Interest Payment Date and cannot be avoided by the Issuer taking
      reasonable measures available to it, and the Trustee shall be entitled to accept
      the certificate as sufficient evidence of the satisfaction of the conditions
      precedent set out above, in which event it shall be conclusive and binding
      on
      the Noteholders and the Couponholders.

    


    
      	 	
              6.4

            	
              Redemption
                at the option of Noteholders on a Restructuring
                Event

            


    

    


    (a)
       (i) If,
      at
      any time while any of the Notes remains outstanding, a Restructuring Event
      (as
      defined below) occurs and prior to the commencement of or during the
      Restructuring Period (as defined below):

    


    (A) an
      independent financial adviser (as described below) shall have certified in
      writing to the Trustee that such Restructuring Event will not be or is not,
      in
      its opinion, materially prejudicial to the interests of the Noteholdes;
      or

    


    (B) if
      there
      are Rated Securities (as defined below), each Rating Agency (as defined below)
      that at such time has assigned a current rating to the Rated Securities confirms
      in writing to the Trustee that it will not be withdrawing or reducing the then
      current rating assigned to the Rated Securities by it from an investment grade
      rating (BBB-Baa3, or their respective equivalents for the time being, or better)
      to a non-investment grade rating (BB+Bal, or their respective equivalents for
      the time being, or worse) or, if tire Rating Agency shall have already rated
      the
      Rated Securities below investment grade (as described above), the rating will
      not be lowered by one full rating category or more, in each case as a result,
      in
      whole or in part, of any event or circumstance comprised in or arising as a
      result of the applicable Restructuring Event,

    


    the
      following provisions of this Condition 6.4 shall cease to have any further
      effect in relation to such Restructuring Event.

    


    
      	 	
              (ii)

            	
              If,
                at any time while any of the Notes remains outstanding, a Restructuring
                Event occurs and (subject to Condition
                6.4(a)(i)):

            


    

    


    (A) within
      the Restructuring Period, either.

    


    (x) if
      at the
      time such Restructuring Event occurs there are Rated Securities, a Rating
      Downgrade (as defined below) in reed of such Restructuring Event also occurs;
      or

    


    (y) if
      at
      such time there are no Rated Securities, a Negative Rating Event (as defined
      below) in respect of such Restructuring Event also occurs; and

    


    (B) an
      independent financial adviser shall have certified in writing to the Trustee
      that such Restructuring Event is, in its opinion, materially prejudicial to
      the
      interests of the Noteholders (a "Negative Certification"),

    


    then,
      unless at any time the Issuer shall have given notice under Condition 62 or
      6.3,
      the holder of each Note will, upon the giving by the Issuer of a Put Event
      Notice (as defined below), have the option (the "Restructuring Put Option")
      to
      require the Issuer to redeem or, at the option of the Issuer, purchase (or
      procure the purchase of) that Note on the Put Date (as defined below), at its
      principal amount together with (or, where purchased, together with an amount
      equal to) interest (if any) accrued to (but excluding) the Put
      Date.

    


    A
      Restructuring Event shall be deemed not to be materially prejudicial to the
      interests of the Noteholders if, notwithstanding the occurrence of a Rating
      Downgrade or a Negative Rating Event, the rating assigned to the Rated
      Securities by any Rating Agency (as defined below) is subsequently increased
      to,
      or, as the case may be, there is assigned to the Notes or other unsecured and
      unsubordinated debt of the Issuer (or of any Subsidiary of the Issuer and which
      is guaranteed on an unsecured and unsubordinated basis by the Issuer) having
      an
      initial maturity of five years or more by any Rating Agency, an investment
      grade
      rating (BBB-fBaa3) or their respective equivalents for the time being) or better
      prior to any Negative Certification being issued.

    


    Any
      certification by an independent financial adviser as aforesaid as to whether
      or
      not, in its opinion, any Restructuring Event is materially prejudicial to the
      interests of the Noteholders shall, in the absence of manifest error, be
      conclusive and binding on the Trustee, the Issuer and the Noteholders. The
      Issuer may, at any now, with the prior written approval of the Trustee appoint
      an independent financial adviser for the purposes of this Condition 6.4. If,
      within 14 London business days following the occurrence of a Restructuring
      Event, the Issuer shall not have appointed an independent financial adviser
      for
      the purposes of Condition 6.4(a)(ii)(B) and (if so required by the Trustee)
      the
      Trustee is indemnified and/or segued to its satisfaction against the costs
      of
      such adviser, the Trustee may appoint an independent financial adviser for
      such
      purpose following consultation with the Issuer.

    


    (b) Promptly
      upon the Issuer becoming aware of the occurrence of a Put Event (as defined
      below), and in any event not later than 14 days after the occurrence of a Put
      Event, the Issuer shall, and at any time upon the Trustee becoming similarly
      so
      aware the Trustee may, and if so requested by the holders of at least
      one-quarter in nominal amount of the Notes then outstanding shall (and subject
      to it being indemnified and/or secured to its satisfaction), give notice (a
      "Put
      Event Notice") to the Noteholders in accordance with Condition 12 specifying
      the
      nature of the Put Event and the procedure for exercising the Restructuring
      Put
      Option.

    


    (c) To
      exercise the Restructuring Put Option, the holder of a Note must deliver at
      the
      specified office of any Paying Agent on any Business Day (as defined in
      Condition 5.5) at the place of such specified office falling within the Put
      Period, a duly signed and completed notice of exercise in the form (for the
      time
      being current arid which may, if this Note is held in a clearing system, be
      any
      form acceptable to the clearing system delivered in a manner acceptable to
      the
      clearing system) obtainable from any specified office of any Paying Agent (a
      "Put Notice") and in which the holder must specify a bank account (or, if
      payment is to be made by cheque, an address) to which payment is to be made
      under this paragraph accompanied by such Notes or evidence satisfactory to
      the
      Paying Agent concerned that such Notes will, following the delivery of the
      Put
      Notice, be held to its order or under its control. A Put Notice given by a
      holder of any Note shall be irrevocable except where, prior to the due date
      of
      redemption, an Event of Default has occurred and is continuing, in which event
      such holder, at its option, may elect by notice to the Issuer to withdraw the
      Put Notice.
      For the
      purposes of this Condition, the "Put Period" shall mean the period of 45 days
      after that on which a Put Event Notice is
      given.Subject
      to the relevant Noteholder having complied with this Condition, the Issuer
      shall
      redeem or, at the option of the Issuer, purchase (or procure the purchase of)
      the relevant Note on the fifteenth day after the date of expiry of the Put
      Period (the "Put Date'") unless previously redeemed or purchased.

    


    (d) For
      the
      purposes of these Conditions:

     

    
      	(i) 	A "Negative Rating Event" shall be deemed to have
              occurred if (A) the issuer does not, either prior to or not later than
              14
              days after the date of a Negative Certification in respect of the relevant
              Restructuring Event, seek, and thereupon use all reasonable endeavours
              to
              obtain, a rating of the Notes or any other unsecured and unsubordinated
              debt of the Issuer (or of any Subsidiary of the Issuer and which is
              guaranteed on an unsecured and unsubordinated basis by the Issuer)
              having
              an initial maturity of five years or more from a Rating Agency or (B)
              if
              it does so seek and use such endeavours, it is unable, as a result
              of such
              Restructuring Event, to obtain such a rating of at least investment
              grade
              (BBB. IBaa3, or their restive equivalents for the time
              being).


      	 	 


      	
              (ii)
                 
 	 A
              "Put Event" occurs on the date of the last to occur of (A) a Restructuring
              Event, (B) either a Rating Downgrade or, as the case may be, a Negative
              Rating Event and (C) the relevant Negative
              Certification.


      	 	 


      	(iii)  	
              "Rating
                Agency" means Standard & Poor's Ratings Services, a division of The
                McGraw-Hill Companies, Ire. or any of its subsidiaries and their
                successors, Moody's Investors Service Limited or any of its subsidiaries
                and their successors, Fitch Ratings Limited or any of its subsidiaries
                and
                their successors or any rating agency substituted for any of them
                (or any
                permitted substitute of them) by the Issuer from time to time with
                the
                prior written approval of the Trustee.

            


      	(iv) 	 A "Rating Downgrade" shall be deemed to have
              occurred in respect of a Restructuring Event if the then current rating
              assigned to the Rated Securities by any Rating Agency (whether provided
              by
              a Rating Agency at the invitation of the Issuer or by its own volition)
              is
              withdrawn or reduced firm an investment grade rating (BBB-lBaa3) or
              their
              respective equivalents for the time being, or better) to a non-investment
              grade rating (BB+/Bal) or their respective equivalents for the time
              being,
              or worse) or, if the Rating Agency shall then have already rated the
              Rated
              Securities below investment grade (as described above), the rating
              is
              lowered one full rating category.


      	 	 


      	(v) 	"Rated Securities" means the Notes, if at any time
              and
              for so long as they have a rating from a Rating Agency, and otherwise
              any
              other unsecured and unsubordinated debt of the Issuer (or of any
              Subsidiary of the Issuer and which is guaranteed on an unsecured and
              unsubordinated basis by the Issuer) having an initial maturity of five
              years or more which is rated by a Rating
              Agency.


      	 	 


      	
              (vi) 
                
 	"Restructuring
              Event" means the occurrence of any one or more of the following
              events:


    

     

    (A) (x)
      the
      Secretary of State for Trade and Industry (or any successor) giving any
      Distribution Subsidiary and/or the Issuer written notice of any revocation
      of
      its Distribution Licence or (y) any Distribution Subsidiary and/or the Issuer
      agreeing in writing with the Secretary of State for Trade and Industry (or
      any
      successor) to any revocation or surrender of its Distribution Licence or (z)
      any
      legislation (whether primary or subordinate) being enacted terminating or
      revoking the Distribution Licence of any Distribution Subsidiary and/or the
      Issuer, except in any such case in circumstances where a licence or licences
      on
      substantially no less favourable terms is or are granted to (1) the Issuer
      or a
      wholly owned Subsidiary of the Issuer (the "Relevant Subsidiary"), and in the
      case of such Relevant Subsidiary at the time of such grant it either executes
      in
      favour of the Trustee an unconditional and irrevocable guarantee in respect
      of
      the Notes in such form as the Trustee may approve or becomes the primary obligor
      under the Notes in accordance with Condition 14; or

    


    (B) any
      modification (other than a modification which is of a formal, minor or technical
      nature) being made to the tams and conditions of any Distribution Subsidiary's
      or the Issuer's Distribution Licence unless two directors of the Distribution
      Subsidiary or, as the case may be, of the Issuer, have certified to the Trustee
      that the modified terms and conditions are not materially less favourable to
      the
      business of the Distribution Subsidiary or, as the case may be, of the Issuer;
      or

    


    (C) any
      legislation (whether primary or subordinate) is enacted which removes, qualifies
      or amends (other than an amendment which is of a formal, minor or technical
      nature) the functions and duties of the Secretary of State for Trade and
      Industry (or any successor) and/or the Gas and Electricity Markets Authority
      (or
      any successor) under section 3A of the Electricity Act 1989, as amended by
      the
      Utilities Act 2000 (as this may be amended from time to time), unless two
      directors of the Issuer have certified to the Trustee that such removal,
      qualification or amendment does not have a materially adverse effect (as defined
      in the Trust Deed) on the financial condition of the Issuer or any Distribution
      Subsidiary.

    


    (vii)
      "Restructuring Period" means:

    


    (A) if
      at the
      time a Restructuring Event occurs there are Rated Securities, the period of
      90
      days starting from and including the day on which that Restructuring Event
      occurs; or

    


    (B) if
      at the
      time a Restructuring Event occurs there are no Rated Securities, the period
      starting from and including the day on which that Restructuring Event occurs
      and
      ending on the day 90 days following the later of (x) the date (if any) on which
      the Issuer shall seek to obtain a rating as contemplated by the definition
      of
      Negative Rating Event; (y) the expiry of the 14 days referred to in the
      definition of Negative Rating Event; and (2) the date on which a Negative
      Certification shall have been given to the Issuer in respect of that
      Restructuring Event.

    


    (viii) A
      Rating
      Downgrade or a Negative Rating Event or a non-investment grade rating for the
      purpose of Condition 6.4(a)(i)(B) shall he deemed not to have occurred as a
      result or in respect of a Restructuring Event if the Rating Agency making the
      relevant reduction in rating or, where applicable, declining to assign a rating
      of at least investment grade as provided in this Condition 6.4 does not announce
      or publicly confirm or inform the Trustee in writing at its request that the
      reduction or, where applicable, declining to assign a rating of at least
      investment grade was the result, in whole or in part, of any event or
      circumstance comprised in or arising as a result of the applicable Restructuring
      Event.

    


    The
      Trustee is under to obligation, responsibility or liability to ascertain whether
      a Restructuring Event, a Negative Rating Event or any event which could lead
      to
      the occurrence of or could constitute a Restructuring Event has occurred and,
      until it shall have express notice pursuant to the Trust Iced to the contrary,
      the Trustee may assume that no Restructuring Event, Negative Rating Event or
      other such event has occurred. In determining whether or not a Restructuring
      Event has occurred, the Trustee shall be entitled to rely solely and without
      liability on an opinion given in a certificate signed by two directors of the
      Issuer.

    


    6.5 Purchases

    


    The
      Issuer or any affiliate of the Issuer may at any time purchase Notes (provided
      that all unmatured Coupons appertaining to the Notes are purchased with the
      Notes) at any price in the open market or otherwise. Such Notes may be held,
      reissued, resold or, at the option of the Issuer, surrendered to any Paying
      Agent for cancellation.

    


    6.6 Cancellations

    


    All
      Notes
      which are redeemed will forthwith be cancelled (together with all unmatured
      Coupons attached thereto or surrendered therewith at the time of redemption).
      All Notes so cancelled and any Notes purchased and cancelled pursuant to
      Condition 6.5 above (together with all nominated Coupons cancelled therewith)
      shall be forwarded to the Principal Paying Agent end cannot
      be reissued
      or resold.

    


    6.7 Notices
      Final

    


    Upon
      the
      expiry of any notice as is referred to in Condition 6.2, 6.3 or 6.4 above the
      Issuer shall be bound to redeem the Notes to which the notice refers in
      accordance with the terms of such Condition (in the case of Condition
      6.4
      above,
      save as otherwise provided therein).

    


    7. TAXATION

    


    7.1 Payment
      without Withholding

    


    All
      payments in respect of the Notes by or on behalf of the Issuer shall be made
      without withholding or reduction for, or on account of, any present or future
      taxes, duties, assessments or governmental charges of whatever nature ("Taxes")
      imposed or levied by or on behalf of any Relevant Jurisdiction, unless the
      withholding or deduction of the Taxes is required by law. In that event, the
      Issuer will pay such additional amounts as may be necessary in order that the
      net amounts received by the Noteholders and Couponholders after the withholding
      or deduction shall equal the respective amounts which would have been receivable
      in respect of the Notes or, as the case stay be, Coupons in the absence of
      the
      withholding or deduction; except that no additional amounts shall be payable
      in
      relation to any payment in respect of any Note or Coupon:

    


    (a) presented
      for payment by or on behalf of, a holder who is liable to the Taxes in respect
      of the Note or Coupon by reason of his having some connection with a Relevant
      Jurisdiction other than the mere holding of the Note or Coupon; or

    


    (b) presented
      for payment by or on behalf of a holder who could lawfully avoid (but has not
      so
      avoided) such deduction or withholding by complying or procuring that any third
      party complies with any statutory requirements or by making or procuring that
      any third party makes a declaration of non-residence or other similar claim
      for
      exemption to any tax authority in the place where the relevant Note or Coupon
      is
      presented; or

    


    (c) where
      such withholding or deduction is imposed on a payment to an individual and
      is
      required to be made pursuant to European Council Directive 2003/48/EC or any
      law
      implementing or complying with, or introduced in order to conform to, such
      Directive; or

    


    (d) presented
      for payment by or on behalf of a holder who would have been able to avoid such
      withholding or deduction by presenting the relevant Note or Coupon to another
      Paying Agent in a Member State of the European Union; or

    


    (e) presented
      for payment more than 30 days after the Relevant Date (as defined below) except
      to the extent that a holder would have been entitled to additional amounts
      on
      presenting the same for payment on the last day of the period of 30 days
      assuming, whether or not such is in fact the case, that day to have beets a
      Presentation Date (as defined in Condition 5.5).

    


    7.2 Interpretation

    


    In
      these
      Conditions:

    


    "Relevant
      Date" means the date on which the payment first becomes due but, if the full
      amount of the money payable has not been received by the Principal Paying Agent
      or the Trustee on or before the due date, it means the date on which, the full
      amount of the money having been so received, notice to that effect has been
      duly
      given to the Noteholders by the Issuer in accordance with Condition 12;
      and

    "Relevant
      Jurisdiction" means the United Kingdom or any political subdivision or any
      authority thereof or therein having power to tax.

    


    7.3 Additional
      Amounts

    


    Any
      reference in these Conditions to any amounts in respect of the Notes shall
      be
      deemed also to refer to any additional amounts which may be payable under this
      Condition or under any undertakings given in addition to, or in substitution
      for, this Condition pursuant to the Trust Deed.

    


    
      	8.  	
              PRESCRIPTION

            


    

    


    Notes
      and
      Coupons (which for this purpose shall not include Talons) will become void
      unless presented for payment within periods of 10 years (in the case of
      principal) and five years (in the case of interest) from the Relevant Date
      in
      respect of the Notes or, as the case may be, the Coupons, subject to the
      provisions of Condition 5. There shall not be included in any Coupon shy issued
      upon exchange of a Talon any Coupon which would be void upon issue under this
      paragraph or Condition 5.

     

    9. EVENTS
      OF DEFAULT

     

     9.1 Events
      of Default

    


    The
      Trustee at its discretion may, and if so requested in writing by the holders
      of
      at least onequarter in nominal amount of the Notes then outstanding or if so
      directed by an Extraordinary Resolution shall (subject in each case to being
      indemnified and/or secured to its satisfaction), (but in the case of the
      happening of any of the events described in paragraphs (b), (c) and (e) to
      (g)
      inclusive below, only if the Trustee shall have certified in writing to the
      Issuer that such event is, in its opinion, materially prejudicial to the
      interests of the Noteholders), give notice in writing to the Issuer that each
      Note is, and each Note shall thereupon immediately become, due and repayable
      at
      its principal amount together with accrued interest as provided in the Trust
      Deed if any of the following events (each an "Event of Default") shall have
      occurred:

    


    
      	(a)  	
              Non-Payment

            


    

     

    if
      default is made in the payment of any principal or interest due in respect
      of
      the Notes or any of them and the default continues for a period of 14 days
      in
      the case of principal and 21 days in the case of interest or, where relevant,
      the Issuer, having become obliged to redeem, purchase or procure the purchase
      of
      (as the case may be) any Notes pursuant to Condition 6.4 fails to do so within
      a
      period of 14 days of having become so obliged; or

    


    
      	(b)  	
              Breach
                of
                Other Obligations

            


    

    


    if
      the
      Issuer fails to perform or observe any of its other obligations, covenants,
      conditions or provisions under the Notes or the Trust Deed and (except where
      the
      Trustee shall have certified to the Issuer in writing that it considers such
      failure to be incapable of remedy in which case no such notice or continuation
      as is hereinafter mentioned will be required) the failure continues for the
      period of 60 days (or such longer period as the Trustee may in its absolute
      discretion permit) next following the service by the Trustee on the Issuer
      of
      notice requiring the same to be remedied; or

    


    
      	(c)  	
              Cross-Default

            


    

    


    if
      (i)
      any other indebtedness for borrowed money of the Issuer or any Principal
      Subsidiary becomes due and repayable prior to its stated maturity by reason
      of
      an event of default or (ii) any such indebtedness for borrowed money is not
      paid
      when due or, as the case may be, within any applicable grace period (as
      originally provided) or (iii) the Issuer or any Principal Subsidiary fails
      to
      pay when due (or, as the case may be, within any originally applicable grace
      period) any amount payable by it under any present or future guarantee for,
      or
      indemnity in respect of, any indebtedness for borrowed money of any person
      or
      (iv) any security given by the Issuer or any Principal Subsidiary for any
      indebtedness for borrowed money of any person or any guarantee or indemnity
      of
      indebtedness for borrowed money of any person becomes enforceable by reason
      of
      default in relation thereto and steps are taken to enforce such security save
      in
      any such case where there is a bona
      fide dispute
      as to whether the relevant indebtedness for borrowed money or any such guarantee
      or indemnity as aforesaid shall be due and payable, provided that the aggregate
      amount of the relevant indebtedness for borrowed money in respect of which
      any
      one or more of the events mentioned above in this subparagraph (c) has or have
      occurred equals or exceeds whichever is the greater of £20,000,000 or its
      equivalent in other currencies (on the basis of the middle spot rate for the
      relevant currency against the pound sterling as quoted by any leading bank
      on
      the day on which this paragraph applies) and two per cent. of the Capital and
      Reserves, and for the purposes of this sub-paragraph (c), "indebtedness for
      borrowed money" shall exclude Non-recourse Indebtedness; or

    


    
      	(d)  	
              Winding-up

            


    

    


    if
      any
      order is made by any competent court or resolution passed for the winding up
      or
      dissolution of tire Issuer, save for the purposes of and followed by
      amalgamation, merger, consolidation, reorganisation, reconstruction or other
      similar arrangement on terms previously approved in writing by the Trustee
      or by
      an Extraordinary Resolution of the Noteholders; or

    


    
      	(e)  	
              Winding-up
                of Principal Subsidiary

            


    

    


    if
      any
      order is made by any competent court or any resolution is passed for the winding
      up or dissolution of a Principal Subsidiary, save for the purposes of and
      followed by amalgamation, merger, consolidation, reorganisation, reconstruction
      or other similar arrangement (i) not involving or arising out of the insolvency
      of such Principal Subsidiary and under which all the surplus assets of such
      Principal Subsidiary are transferred to the Issuer or any of its Subsidiaries
      (other than an Excluded Subsidiary) or (ii) the terms of which have previously
      been approved in writing by the Trustee or by an Extraordinary Resolution of
      the
      Noteholders; or

    


    
      	(f)  	
              Ceasing
                to Carry an the Business

            


    

    


    if
      the
      Issuer or any Principal Subsidiary shall cease to carry on the whole or, in
      the
      opinion of the Trustee, substantially the whole of its business, save for the
      purposes of amalgamation, merger, consolidation, reorganisation, reconstruction
      or other similar arrangement (A) (x) not involving or arising out of the
      insolvency of the Issuer or such Principal Subsidiary and (y) under which all
      or, in the opinion of the Trustee, substantially all of its assets are
      transferred to another member of the Group (other than an Excluded Subsidiary)
      or to a transferee which is, or immediately upon such transfer becomes, a
      Principal Subsidiary or (B) under which all or, in the opinion of the Trust,
      substantially all of its assets are transferred to a third party or parties
      (whether associates or not) for full consideration by the Issuer or a Principal
      Subsidiary on an arm's length basis or (C) the terms of which have previously
      been approved in writing by the Trustee or by an Extraordinary Resolution of
      the
      Noteholders, provided that (in the case of (A) or (B) above) if the Issuer
      transfer& its Distribution Licence, the transferee has, at or around the
      time of transfer, either executed in favour of the Trustee an unconditional
      and
      irrevocable guarantee in respect of the Notes in such form as the Trustee may
      require or become a primary obligor under the Notes in accordance with Condition
      13; or

    


    
      	(g)  	
              Insolvency

            


    

    


    if
      the
      Issuer or any Principal Subsidiary shall suspend or shall threaten to suspend
      payment of its debts generally or shall be declared or adjudicated by a
      competent court to be unable, or shall admit in writing its inability, to pay
      its debts (within the meaning of section 123(1) or (2) of the Insolvency Act
      1986) as they fall due, or shall be adjudicated or found insolvent by a
      competent court or shall enter into any composition or other similar arrangement
      with its creditors under section 1 of the Insolvency Act 1986, as amended;
      or

    


    
      	(h)  	
              Administration
                and Enforcement Proceeding

            


    

    


    if
      a
      receiver, administrative receiver, administrator or other similar official
      shall
      be
      appointed in relation to the Issuer or any Principal Subsidiary or in relation
      to the whole or, in the opinion of the Trust, a substantial part of the
      undertaking or assets of any of them or a distress, execution or other process
      shall be levied or enforced upon or sued out against, or an encumbrancer shall
      take possession of, the whole or, in the opinion of the Trustee, a substantial
      part of the assets of any of them and in any of the foregoing cases it or he
      shall not he paid out or discharged within 90 days (or such longer period as
      the
      Trustee may in its absolute discretion permit); or

    


    For
      the
      purposes of sub-paragraph (g) above, section 123(I)(a) of the Insolvency Act
      1986 shall have effect as if for "£750' there was substituted "£250,000" or such
      higher figure as the Office of Gas and Electricity Markets (or any successor)
      may from time to time determine by notice in writing to the Secretary of State
      for Trade and Industry and the Issuer.

    


    Neither
      the Issuer nor any Principal Subsidiary shall be deemed to be unable to pay
      its
      debts for the purposes of sub-paragraph (g) above if any such demand as is
      mentioned in section 123(I)(a) of the Insolvency Act 1986 is being contested
      in
      good faith by the Issuer or the relevant Principal Subsidiary with recourse
      to
      all appropriate measures and procedures or if any such demand is satisfied
      before the expiration of such period (if any) as may be stated in any notice
      given by the Trustee under this Condition 9,

    


    Definitions

    


    For
      the
      purposes of these Conditions:

    


    "Excluded
      Subsidiary" means any Subsidiary of the Issuer (other than a Relevant
      Subsidiary):

    


    
      	 	
              (i)

            	
              which
                is a single purpose company whose principal assets and business are
                constituted by the ownership, acquisition, development and/or operation
                of
                an asset;

            


      	 	 	 


      	
            	
              (ii)

            	
              none
                of whose indebtedness for borrowed money in respect of the financing
                of
                such ownership,
                acquisition, development and/or operation of an asset is subject
                to any
                 recourse
                whatsoever to any member of the Group (other than another Excluded
                Subsidiary)
                in respect of the repayment thereof, except as expressly referred
                to in
                sub paragraph (ii)(C) of the definition of Non-recourse Indebtedness
                below; and

            


      	 	 	 


      	 	 (iii)	 which
              has been designated as such by the Issuer by written notice to the
              Trustee, provided that the Issuer tray give written notice to the Trustee
              at any time that any Excluded Subsidiary is no longer an Excluded
              Subsidiary, whereupon it shall cease to be an Excluded
              Subsidiary;


    

    


    "indebtedness
      for borrowed money" means any present or future indebtedness (whether being
      principal, premium, interest or other amounts) far or in respect of (i) money
      borrowed, (ii) liabilities under or in respect of any acceptance or acceptance
      credit, or (iii) any notes, bonds, debentures, debenture stock, loan stock
      or
      other securities offered, issued or distributed whether by way of public offer,
      private placing, acquisition consideration or otherwise and whether issued
      for
      cash or in whole or in part for a consideration other than cash;

    "Non-recourse
      Indebtedness" means any indebtedness for borrowed money:

    (i) which
      is
      ink by an Excluded Subsidiary; or

    


    (ii) in
      respect of which the person or persons to whom any such indebtedness for
      borrowed money is or may be owed by the relevant borrower (whether or not a
      member of the Group) has or have no recourse whatsoever to any member of the
      Group (other than an Excluded Subsidiary) for the repayment thereof other
      than:

    


    (A) recourse
      to such borrower for amounts limited to the cash flow or net cash flow (other
      than historic cash flow or historic net cash flow) from any specific asset
      or
      assets over or in respect of which security has beers granted in respect of
      such
      indebtedness for borrowed money; and/or

    


    (B) recourse
      to such borrower for the purpose only of enabling amounts to be claimed in
      respect of such indebtedness for borrowed money in an enforcement of any
      encumbrance given by such borrower over any such asset or assets or the income,
      cash flow or other proceeds deriving therefrom (or given by any shareholder
      or
      the like in the borrower over its shares or the like in the capital of the
      borrower) to secure such indebtedness for borrowed money, provided that (era)
      the extent of such recourse to such borrower is limited solely to the amount
      of
      any recoveries made on any such enforcement, and (bb) such person or persons
      is/are not entitled, by virtue of any right or claim arising out of or in
      connection with such indebtedness for borrowed money, to commence proceedings
      for the winding up or dissolution of the borrower or to appoint or procure
      the
      appointment of any receiver trustee or similar person or officer in respect
      of
      the borrower or any of its assets (save for the assets the subject of such
      encumbrance); and/or

    


    (C) recourse
      to such borrower generally, or directly or indirectly to a member of the Group,
      under any form of assurance, undertaking or support, which recourse is limited
      to a claim for damages (other than liquidated damages and damages required
      to be
      calculated in a specified way) for breach of an obligation (not being a payment
      obligation or an obligation to procure payment by another or an indemnity in
      respect thereof or any obligation to comply or to procure compliance by another
      with any financial ratios or other tests of financial condition) by the person
      against whom such recourse is available.

    


    "Principal
      Subsidiary" at any time shall mean each Subsidiary of the Issuer (in each case
      not being an Excluded Subsidiary or any other Subsidiary of the Issuer, as
      the
      case may be, whose only indebtedness for borrowed money is Non-recourse
      Indebtedness):

    


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

    


    (ii) to
      which
      is transferred all or substantially all of the business, undertaking and assets
      of a Subsidiary of the Issuer which immediately prior to such transfer is a
      Principal Subsidiary, whereupon the transferor Subsidiary shall immediately
      cease to be a Principal Subsidiary and the transfer= Subsidiary shall cease
      to
      be a Principal Subsidiary under the provisions of this sub-paragraph (ii),
      upon
      publication of its next audited financial statements (but without prejudice
      to
      the provisions of sub-paragraph (a) above) but so that such transferor
      Subsidiary or such transferee Subsidiary may be a Principal Subsidiary of the
      Issuer on or at any time after the date on which such audited financial
      statements have beet published by virtue of the provisions of sub-paragraph
      (a)
      above or before, on or at any time after such date by virtue of the provisions
      of this sub-paragraph (ii).

    


    A
      certificate by two directors of the Issuer that, in their opinion, a Subsidiary
      of the Issuer is or is not or was or was not at any particular time or
      throughout any specified period a Principal Subsidiary may be relied upon by
      the
      Trustee without father enquiry or evidence and the Trustee will not be
      responsible or liable for any loss occasioned by acting on such a certificate
      and, if relied upon by the Trustee, shall, in the absence of manifest error,
      be
      conclusive and binding on all parties, whether or not addressed to each such
      party.

    


    10. ENFORCEMENT

    


    10.1 Enforcement
      by the Trustee

    


    The
      Trustee may at any time, at its discretion and without notice, take such
      proceedings against the Issuer as it may think fit to enforce the provisions
      of
      the Trust Deed, the Notes and the Coupons, but it shall not be bound to take
      any
      such proceedings or any other action in relation to the Trust Decd, the Notes
      or
      the Coupons unless (a) it has been so directed by an Extraordinary Resolution
      of
      the Noteholders or so requested in writing by the holders of at least
      one-quarter in principal amount of the Notes then outstanding and (b) it has
      been indemnified and/or secured to its satisfaction.

    


    10.2 Enforcement
      by the Noteholders

    


    No
      Noteholder or Couponholder shall be entitled to proceed directly against the
      Issuer unless the Trustee, having become bound so to proceed, fails so to do
      within a reasonable period and the failure shall be continuing.

    


    
      	11.  	
              REPLACEMENT
                OF NOTES AND COUPONS

            


    

    


    Should
      any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may
      be
      replaced at the specified office of the Principal Paying Agent upon payment
      by
      the claimant of the expenses incurred in connection with the replacement and
      on
      such terms as to evidence and indemnity as the Issuer may reasonably require.
      Mutilated or defaced Notes or Coupons must be surrendered before replacement,
      will be issued.

    


    12. NOTICES

    


    12.1 Notices
      to the Noteholders

    


    All
      notices to the Noteholders will be valid if published in a leading English
      language daily newspaper published in London or such outer English language
      daily newspaper with general circulation in Europe as the Trustee may approve.
      It is expected that publication will normally be made in the Financial Times.
      The Issuer shall also ensure that notices are duly published in a manner which
      complies with the rules and regulations of any stock exchange or other relevant
      authority on which the Notes are for the time being listed or traded. Any such
      notice will be deemed to have been given on the date of the first publication
      or, where required to be published in more
      than
      one
      newspaper, on the date of the first publication in all required newspapers.
      If
      publication as provided above is not practicable, notice will be given in such
      other manner, and shall be deemed to have been given on such date, as the
      Trustee may approve. Couponholders will be deemed for all purposes to have
      notice of the contents of any notice given to the Noteholders in accordance
      with
      this paragraph.

    


    12.2 Notices
      from the Noteholders

    


    Notices
      to be given by any Noteholder shall be in writing and given by lodging the
      same,
      together with the relative Note or Notes, with the Principal Paying Agent or,
      if
      the Notes are held in a clearing system, may be given through the clearing
      system in accordance with its standard rules and procedures.

    


    13. SUBSTITUTION

    


    The
      Trustee may, without the consent of the Noteholders or Couponholders, agree
      with
      the Issuer to the substitution of certain other entities (other than an Excluded
      Subsidiary) in place of the Issuer (or of any previous substitute under this
      Condition) as the principal debtor under the Notes, the Coupons and the Trust
      Deed, subject to:

    


    
      	 	(a)	the Notes being unconditionally and irrevocably
              guaranteed by the Issuer,


      	 	 	 


      	 	(b)	the Trustee being satisfied that the interests of
              the
              Noteholders will not be materially prejudiced by the substitution;
              and


      	 	 	 


      	 	
              (c)

            	
              certain
                other conditions set out in the Trust Deed being complied
                with.

            


    

    


    14. MEETINGS
      OF NOTEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION AND
      DETERMINATION

    


    14.1 Meetings
      of Noteholders

    


    The
      Trust
      Deed contains provisions for convening meetings of the Noteholders to consider
      any matter affecting their interests, including the modification or abrogation
      by Extraordinary Resolution of any of these Conditions or any of the provisions
      of the Trust Deed. The quorum at any meeting for passing an Extraordinary
      Resolution will be one or more persons present holding or representing more
      than
      50 per cent. in principal amount of the Notes for the time being outstanding,
      or
      at any adjourned such meeting one or more persons present whatever the principal
      amount of the Notes held or represented by him or them, except that, at any
      meeting the business of which includes the modification or abrogation of certain
      of the provisions of these Conditions and certain of the provisions of the
      Trust
      Deed, the necessary quorum for passing an Extraordinary Resolution will be
      one
      or more persons present holding or representing not less than three-quarters,
      or
      at any adjourned such meeting not less than one-quarter, of the principal amount
      of the Notes for the time being outstanding. An Extraordinary Resolution passed
      at any meeting of the Noteholders will be binding on all Noteholders, whether
      or
      not they are present at the meeting, and on all Couponholders.

    


    14.2 Modification,
      Waiver, Authorisation and Determination

    


    The
      Trustee may agree, without the consent of the Noteholders or Couponholders,
      to
      airy modification of, or to the waiver or authorisation of any breach or
      proposed breach of, any of these Conditions or any of the provisions of the
      Trust Deed, or determine, without any such consent as aforesaid, that any Event
      of Default or Potential Event of Default (as defined in the Trust Deed) shall
      not be treated as such (provided that, in any such case, it is not, in the
      opinion of the Trustee, materially prejudicial to the interests of the
      Noteholders) or may agree, without any such consent as aforesaid, to any
      modification which, in its opinion, is of a formal, minor or technical nature
      or
      to correct a manifest error.

    


    14.3 Trustee
      to have Regard to Interests of Noteholders as a Class

    


    In
      connection with the exercise by it of any of its trusts, powers, authorities
      and
      discretions (including, without limitation, any modification, waiver,
      authorisation, determination or substitution), the Trustee shall have regard
      to
      the general interests of the Noteholders as a class but shall not have regard
      to
      any interests arising from circumstances particular to individual Noteholders
      or
      Couponholders (whatever their number) and, in particular but without limitation,
      shall not have regard to the consequences of any such exercise for individual
      Noteholders or Couponholders (whatever their number) resulting from their being
      for any purpose domiciled or resident in, or otherwise connected with, or
      subject to the jurisdiction of, any particular territory or any political
      sub-division thereof and the Trustee shall not be entitled to require, nor
      shall
      any Noteholder or Couponholder be entitled to claim, from the Issuer, the
      Trustee or any other person any indemnification or payment in respect of any
      tax
      consequence of any such exercise upon individual Noteholders or Couponholders
      except to the extent already provided for in Condition 7 and/or any undertaking
      given in addition to, or in substitution for, Condition 7 pursuant to the Trust
      Deed.

    


    14.4 Notification
      to the Noteholders

    


    Any
      modification, abrogation, waiver, authorisation, determination or substitution
      shall be binding on the Noteholders and the Couponholders and, unless the
      Trustee agrees otherwise, any modification or substitution shall be notified
      by
      the Issuer to the Noteholders as soon as practicable thereafter in accordance
      with Condition 12.

    


    15. INDEMNIFICATION
      OF THE TRUSTEE AND IT'S CONTRACTING WITH THE ISSUER

    


    15.1 Indemnification
      of the Trustee

    


    The
      Trust
      Deed contains provisions for the indemnification of the Trustee and for its
      relief firm responsibility, including provisions relieving it from taking action
      unless indemnified and/or secured to its satisfaction.

    


    15.2 Trustee
      Contracting with the Issuer

    


    The
      Trust
      Deed also contains provisions pursuant to which the Trustee is entitled, inter
      alia, (a) to enter into business transactions with the Issuer and/or any of
      its
      Subsidiaries and to act as trustee for the holders of any other securities
      issued or guaranteed by, or relating to, the Issuer and/or any of its
      Subsidiaries, (b) to exercise and enforce its rights, comply with its
      obligations and perform its duties under or in relation to any such transactions
      or, as case may be, any such trusteeship without regard to the interests of
      or
      consequences for, the Noteholders or Couponholders, and (c) to retain and not
      be
      liable to account for any profit made or any other amount or benefit received
      thereby or in connection therewith.

    


    
      	16.  	
              FURTHER
                ISSUES

            


    

    


    The
      Issuer is at liberty from time to time without the consent of the Noteholders
      or
      Couponholders to create and issue further notes or bonds (whether in bearer
      or
      registered form) either (a) ranking par/ passu in all respects (or in all
      respects save for the first payment of interest thereon) and so that the same
      shall be consolidated and form a single series with the outstanding notes or
      bonds of any series (including the Notes) constituted by the Trust Deed or
      any
      supplemental deed or (b) upon such terms as to ranking, interest, conversion,
      redemption and otherwise as the Issuer may determine at the time of the issue.
      Any thither notes or bonds which are to form a single series with the
      outstanding notes or bonds of any series (including the Notes) constituted
      by
      the Trust Deed or any supplemental deed shall, and any other further notes
      or
      bonds may (with the consent of the Trustee), be constituted by a deed
      supplemental to the Trust Deed. The Trust Iced contains provisions for convening
      a single meeting of the Noteholders and the holders of notes or bonds of other
      series in certain circumstances where the Trustee so decides.

    


    17. GOVERNING
      LAW

    


    The
      Trust
      Deed, the Notes and the Coupons are governed by, and will be construed in
      accordance with, English law.

    


    18. RIGHTS
      OF THIRD PARTIES

    


    No
      rights
      are conferred on any person under the Contracts (Rights of Third Parties) Act
      1999 to enforce any term of this Note, but this does not affect any right or
      remedy of any person which exists or is available apart from that
      Act.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Form
      of Coupon

     

    On
      the
      front:

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    £225,000,000
      4.80436 per cent. Notes due 2037

    


    Coupon
      for £2,402.18 due on 21 December
      20[07/08/09/10/11/12/13/14/15/16/17/18/19/20/21/22/23/24/25/26/27/28/29/30/31/32/33/34/35/36/37].

     

    This
      Coupon is payable to bearer (subject to the Conditions endorsed on the Note
      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 Note) 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 Noteholders).

     

    If
      the
      Note 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 WALES) PLC 

    By:

    


    


    


    [Director]

    


    
      	
              Cp
                No.

            	
              Denomination

            	
              ISIN

            	
              Series

            	
              Certif.
                No.

            
	 	
              £50,000

            	
              XS00280014282

            	 	 


    

    


    On
      the
      back:

    PRINCIPAL
      PAYING AGENT

    HSBC
      Bank
      plc

    Level
      24

    8
      Canada
      Square

    London
      E14 5HQ

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Form
      of Talon

     

    


     

    On
      the
      front:

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    £225,000,000
      4.80436 per cent. Notes due 2037

    


    Note
      in
      the principal amount of £50,000

     

    Talon
      for
      further Coupons.

     

    After
      all
      the Coupons relating to the Note to which this Talon relates have matured,
      further Coupons (including if appropriate a Talon for further Coupons) shall
      be
      issued 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 Noteholders).

     

    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 WALES) PLC 

    By:

    


    


    [Director]

    


    
      	
              Cp
                No.

            	
              Denomination

            	
              ISIN

            	
              Series

            	
              Certif.
                No.

            
	 	
              £50,000

            	
              XS00280014282

            	 	 


    

    


    On
      the
      back:

    


    PRINCIPAL
      PAYING AGENT

    HSBC
      Bank
      plc

    Level
      24

    8
      Canada
      Square

    London
      E14 5HQ


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

    Part
      1

    Form
      of Temporary Global Note

    ISIN:
      XS00280014282

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC

    (Incorporated
      with limited liability in England and Wales)

    £225,000,000

    4.80436
      per cent. Notes due 2037

    


    Temporary
      Global Note

    


    This
      is
      to certify that the bearer is entitled on 21 December 2037, or on such earlier
      date as the Notes designated above (the “Notes”)
      may be
      redeemed or repaid to such sum as is determined to be payable on such redemption
      or repayment in accordance with the terms and conditions (the “Conditions”)
      of the
      Notes set out in Schedule 1 to the trust deed dated 21 December 2006 (the
“Trust
      Deed”)
      between Western Power Distribution (South Wales) plc (the “Issuer”)
      and
      HSBC Trustee (C.I.) Limited as trustee (the “Trustee”))
      upon
      presentation and surrender of this Temporary Global Note and to interest at
      the
      rate of 4.80436 per cent. per annum on the outstanding nominal amount of the
      Notes in arrear on 21 December in each year, subject to and in accordance with
      the Conditions.

     

    On
      or
      after 30 January 2007 (the “Exchange
      Date”)
      this
      Temporary Global Note 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 Note (the
“Global
      Note”)
      in
      bearer form in an aggregate nominal amount equal to the nominal amount of this
      Temporary Global Note 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. (“Euroclear”)
      or
      Clearstream Banking, société anonyme (“Clearstream,
      Luxembourg”)
      substantially to the following effect:

    


    “CERTIFICATE

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    £225,000,000

    4.80436
      per cent. Notes due 2037

    Common
      Code 028001428 ISIN XS00280014282 (the “Notes”)

    


    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 nominal amount
      set
      out below (our“Member
      Organisations”)
      substantially to the effect set out in the temporary global Note in respect
      of
      the Notes, as of the date hereof, £225,000,000 nominal amount of the Notes (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 Notes
      through foreign branches of United States financial institutions and who hold
      the Notes 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 Notes 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 Note 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.] 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 Note may require the exchange
      of an appropriate part of this Temporary Global Note for an equivalent interest
      in the Global Note 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 WALES) PLC 

    £225,000,000

    4.80436
      per cent. Notes due 2037

    Common
      Code 028001428 ISIN XS00280014282 (the “Notes”)

    


    
      	
              To:

               

            	
              Euroclear
                Bank S.A./N.V. or Clearstream Banking, société anonyme

               

            


    

    This
      is
      to certify that as of the date hereof, and except as set out below, the Notes
      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 Notes
      through foreign branches of United States financial institutions and who hold
      the Notes 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 Notes 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 Notes 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 Notes 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 £[•] nominal amount of such interest
      in the Notes in respect of which we are not able to certify and as to which
      we
      understand exchange for an equivalent interest in the Global Note (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 Notes to which this certificate
      relates.”

    


     

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

     

    The
      Global Note will be exchangeable in accordance with its terms for definitive
      Notes (the “Definitive
      Notes”)
      in
      bearer form with Coupons attached.

     

    This
      Temporary Global Note is subject to the Conditions and the Trust Deed and until
      the whole of this Temporary Global Note shall have been exchanged for equivalent
      interests in the Global Note its holder shall be entitled to the same benefits
      as if he were the holder of the Global Note 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 Note for the relevant interest in the Global
      Note 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
      Note.

     

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

     

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

     

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

     

    Dated
      21
      December 2006

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    By:

    


     

    


     

    This
      Temporary Global Note 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 Note

     

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

     

    
      	
               

              Date
                of Exchange

               

            	
               

              Amount
                of decrease in nominal amount of this Temporary Global
                Note

               

            	
               

              Nominal
                amount of this Temporary Global Note following such
                decrease

               

            	
               

              Notation
                made by or on behalf of the Principal Paying Agent

               

            
	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

    Part
      2

    Form
      of Global Note

    ISIN:
      XS00280014282

    


    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    (Incorporated
      with limited liability in England and Wales)

    £225,000,000

    4.80436
      per cent. Notes due 2037

    


    Global
      Note

    


    This
      is
      to certify that the bearer is entitled on 21 December 2037, or on such earlier
      date as the Notes designated above (the “Notes”)
      may be
      redeemed or repaid to such sum as is determined to be payable on such redemption
      or repayment in accordance with the terms and conditions (the “Conditions”)
      of the
      Notes set out in Schedule 1 to the trust deed dated 21 December 2006 (the
“Trust
      Deed”)
      between Western Power Distribution (South Wales) plc (the “Issuer”)
      and
      HSBC Trustee (C.I.) Limited as trustee (the “Trustee”))
      upon
      presentation and surrender of this Global Note and to interest at the rate
      of
      4.80436 per cent. per annum on the outstanding nominal amount of the Notes
      in
      arrear on 21 December in each year, subject to and in accordance with the
      Conditions.

     

    The
      aggregate nominal amount from time to time of this Global Note shall be that
      amount not exceeding £225,000,000 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 Note initially representing the Notes for a corresponding interest herein
      or upon the redemption or purchase and cancellation of Notes represented hereby
      or exchanged for Definitive Notes as described below.

     

    This
      Global Note is exchangeable in whole but not in part (free of charge to the
      holder) for the Definitive Notes described below (1) upon the happening of
      an
      Event of Default (as defined in Condition 9) by such holder giving notice to
      the
      Trustee or the Principal Paying Agent, or (2) if this Global Note 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 Notes 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 Notes 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 Noteholders, of its intention to exchange this
      Global Note for Definitive Notes on or after the Exchange Date specified in
      the
      notice.

     

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

     

    “Exchange
      Date”
means
      a
      day falling not less than 60 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 Note is subject to the Conditions and
      the Trust Deed and, until it is exchanged for Definitive Notes, its holder
      shall
      be entitled to the same benefits as if it were the holder of the Definitive
      Notes for which it may be exchanged and as if such Definitive Notes had been
      issued on the date of this Global Note.

     

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

     

    Payments

     

    Principal,
      any premium and interest in respect of this Global Note 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 Notes (or to or to the order of such other Paying Agent as shall have been
      notified to the Noteholders 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 Note falling due
      after
      the Exchange Date, unless exchange of this Global Note for Definitive Notes
      is
      improperly withheld or refused by or on behalf of the Issuer. Condition 5.7(c)
      and Condition 7.1(d) will apply to the Definitive Notes only.

     

    Notices

     

    So
      long
      as this Global Note is held on behalf of Euroclear Bank S.A./N.V. (“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 Noteholders 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
      Noteholders 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. 

     

    Prescription

     

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

     

    Meetings

     

    For
      the
      purposes of any meeting of Noteholders, the holder hereof shall (unless this
      Global Note represents only one Note) be treated as two persons for the purposes
      of any quorum requirements of a meeting of Noteholders and, at any such meeting,
      as having one vote in respect of each £50,000 nominal amount of Notes for which
      this Global Note may be exchanged.

     

    Purchase
      and Cancellation

     

    Cancellation
      of any Note represented by this Global Note which is required by the Conditions
      to be cancelled will be effected by reduction in the nominal amount of this
      Global Note on its presentation to or to the order of the Principal Paying
      Agent
      for notation in Schedule A. Notes 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 Noteholders in circumstances where this Global
      Note
      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
      Note and (b) consider such interests on the basis that such accountholders
      were
      the holder of this Global Note.

     

    Redemption
      at the option of Noteholders on a Restructuring Event

     

    The
      option of the Noteholders provided for in Condition 6.4 may be exercised by
      the
      holder of this Global Note giving notice to the Principal Paying Agent within
      the time limits relating to the deposit of Notes 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 nominal amount of Notes in respect of which
      the
      option is exercised and at the same time presenting this Global Note to the
      Principal Paying Agent for notation accordingly in Schedule C
      hereto.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

    Dated
      21
      December 2006

     

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    By:

    


    


    


    This
      Global Note 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

    Nominal
      Amount of this Global Note

    


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

     

    
      	
               

              Date

               

            	
               

              Reason
                for change in the nominal amount of this Global Note

               

            	
               

              Amount
                of such change

               

            	
               

              Initial
                nominal amount and nominal amount of this Global Note following such
                change

               

            	
               

              Notation
                made by or on behalf of the nominal Paying Agent (other than in respect
                of
                the initial nominal amount)

               

            
	
               

              21
                December 2006 

               

            	
               

              Not
                applicable

               

            	
               

              Not
                applicable

               

            	
               

              £
                zero

               

            	
               

              Not
                applicable

               

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Schedule
      B

    Interest
      Payments in respect of this Global Note

    


    The
      following payments of interest in respect of this Global Note and the Notes
      represented by this Global Note 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 Noteholders’ Option on Restructuring Event

    


    The
      following exercises of the option of the Noteholders provided for in Condition
      6.4 have been made in respect of the stated nominal amount of this Global
      Note:

     

    
      	
               

              Date
                of Exercise

               

            	
               

              Nominal
                amount of this Global Note in respect of which exercise is
                made

               

            	
               

              Date
                on which redemption of such nominal amount is due

               

            	
               

              Notation
                made by or on behalf of the Principal Paying Agent

               

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Schedule
      3

    Provisions
      for Meetings of Noteholders

     

    Interpretation

     

    
      	
              1

            	
              In
                this Schedule:

            


    

     

    
      	
              1.1

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

            


    

     

    
      	
              1.2

            	
              “agent”
                means a holder of a voting certificate or a proxy for a
                Noteholder

            


    

     

    
      	
              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

            


    

     

    
      	
              1.6

            	
              references
                to persons representing a proportion of the Notes are to Noteholders
                or
                agents holding or representing in the aggregate at least that proportion
                in nominal amount of the Notes for the time being
                outstanding.

            


    

     

     

    Powers
      of meetings

     

    
      	
              2

            	
              A
                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:

            


    

     

    
      	
              2.1

            	
              to
                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 Noteholders and/or the Couponholders against the Issuer,
                whether or not those rights arise under this Trust
                Deed

            


    

     

    
      	
              2.2

            	
              to
                sanction the exchange or substitution for the Notes of, or the conversion
                of the Notes into, shares, notes or other obligations or securities
                of the
                Issuer or any other entity

            


    

     

    
      	
              2.3

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

            


    

     

    
      	
              2.4

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

            


    

     

    
      	
              2.5

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

            


    

     

    
      	
              2.6

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

            


    

     

    
      	
              2.7

            	
              to
                approve a proposed new Trustee and to remove a
                Trustee

            


    

     

    
      	
              2.8

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

            


    

     

    
      	
              2.9

            	
              to
                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 Notes 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 Notes or the Coupons which would have
      the
      effect of:

     

    
      	(i)  	
              modifying
                the maturity of the Notes or the dates on which interest is payable
                on
                them or

            


    

     

    
      	(ii)  	
              modifying
                the outstanding nominal amount of, or interest on, or other amounts
                in
                respect of or reducing or altering the method of calculating the
                rate of
                interest on, or any redemption amount of, the Notes
                or

            


    

     

    
      	(iii)  	
              changing
                the currency of payment of the Notes or the Coupons
                or

            


    

     

    
      	(iv)  	
              modifying
                the provisions in this Schedule concerning the quorum required at
                a
                meeting or the majority required to pass an Extraordinary Resolution
                or

            


    

     

    
      	(v)  	
              amending
                this proviso.

            


    

     

     

    Convening
      a meeting

     

    
      	
              3

            	
              The
                Issuer or the Trustee may at any time convene a meeting. If it receives
                a
                written request by Noteholders holding at least 10 per cent. in nominal
                amount of the Notes 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.

            


    

     

    
      	
              4

            	
              At
                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 Noteholders.
                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 Noteholders may appoint proxies
                or
                representatives, obtain voting certificates and use block voting
                instructions and the details of the time limits
                applicable.

            


    

     

     

    Arrangements
      for voting

     

    
      	
              5

            	
              If
                a holder of a Note 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.

            


    

     

    
      	
              6

            	
              A
                voting certificate shall:

            


    

     

    
      	
              6.1

            	
              be
                a document in the English language

            


    

     

    
      	
              6.2

            	
              be
                dated

            


    

     

    
      	
              6.3

            	
              specify
                the meeting concerned and the serial numbers of the Notes deposited
                and

            


    

     

    
      	
              6.4

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

            


    

     

    
      	
              7

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

            


    

     

    
      	
              7.1

            	
              the
                meeting has been concluded or

            


    

     

    
      	
              7.2

            	
              the
                voting certificate has been surrendered to the Paying
                Agent.

            


    

     

    
      	
              8

            	
              If
                a holder of a Note 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 Note 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 Notes so
                deposited.

            


    

     

    
      	
              9

            	
              A
                block voting instruction shall:

            


    

     

    
      	
              9.1

            	
              be
                a document in the English language

            


    

     

    
      	
              9.2

            	
              be
                dated

            


    

     

    
      	
              9.3

            	
              specify
                the meeting concerned

            


    

     

    
      	
              9.4

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

            


    

     

    
      	
              9.5

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

            


    

     

    
      	
              9.6

            	
              appoint
                a named person (a “proxy”)
                to vote at that meeting in respect of those Notes and in accordance
                with
                that list.

            


    

     

    A
      proxy
      need not be a Noteholder.

     

    
      	
              10

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

            


    

     

    
      	
              10.1

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

            


    

     

    
      	
              10.2

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

            


    

     

    
      	
              11

            	
              If
                the receipt for a Note 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
                Note
                and exclude the votes attributable to it from the block voting
                instruction.

            


    

     

    
      	
              12

            	
              Each
                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.

            


    

     

    
      	
              13

            	
              A
                vote cast in accordance with a block voting instruction shall be
                valid
                even if it or any of the Noteholders’ 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.

            


    

     

    
      	
              14

            	
              No
                Note 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

     

    
      	
              15

            	
              The
                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
                Noteholders or agents present shall choose one of their number to
                be
                chairman, failing which the Issuer may appoint a
                chairman.

            


    

     

    
      	
              16

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

            


    

     

     

    Attendance

     

    
      	
              17

            	
              The
                following may attend and speak at a
                meeting:

            


    

     

    
      	
              17.1

            	
              Noteholders
                and agents

            


    

     

    
      	
              17.2

            	
              the
                chairman

            


    

     

    
      	
              17.3

            	
              the
                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

     

    
      	
              18

            	
              No
                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 Noteholders
                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.

            


    

     

    
      	
              19

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

            


    

     

    
      	
              19.1

            	
              in
                the cases marked “No
                minimum proportion”
                in the table below, whatever the proportion of the Notes which they
                represent

            


    

     

    
      	
              19.2

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

            


    

     

    
      	
               

              Column
                1

               

            	
               

              Column
                2

               

            	
               

              Column
                3

               

            
	 	
               

              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

               

            


    

    


     

    
      	
              20

            	
              The
                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.

            


    

     

    
      	
              21

            	
              At
                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

     

    
      	
              22

            	
              Each
                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
                Notes.

            


    

     

    
      	
              23

            	
              Unless
                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.

            


    

     

    
      	
              24

            	
              If
                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.

            


    

     

    
      	
              25

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

            


    

     

    
      	
              26

            	
              On
                a show of hands every person who is present in person and who produces
                a
                Note or a voting certificate or is a proxy has one vote. On a poll
                every
                such person has one vote for each £50,000 nominal amount of Notes 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.

            


    

     

    
      	
              27

            	
              In
                case of equality of votes the chairman shall both on a show of hands
                and
                on a poll have a casting vote in addition to any other votes which
                he may
                have.

            


    

     

     

    Effect
      and Publication of an Extraordinary Resolution

     

    
      	
              28

            	
              An
                Extraordinary Resolution shall be binding on all the Noteholders,
                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 Noteholders within 14 days but failure
                to do
                so shall not invalidate the
                resolution.

            


    

     

     

    Minutes

     

    
      	
              29

            	
              Minutes
                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

     

    
      	
              30

            	
              Subject
                to all other provisions in this Trust Deed the Trustee may without
                the
                consent of the Noteholders 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Trust Deed is delivered on the date stated at the beginning.

    WESTERN
      POWER DISTRIBUTION (SOUTH WALES) PLC 

    By:
             D. C. S.
      OOSTHUIZEN           By:      SALLY
      A. JONES

    


    


    Title:     FINANCE
      DIRECTOR            Title:     COMPANY
      SECRETARY

    


    


    


    HSBC
      TRUSTEE (C.I.) LIMITED

    By:   KAREN
      SHERIDAN

    


    


    Title:   TRANSACTION
      MANAGER