Exhibit 4.39



|     |  |                              
|---- |  | -----------------------------
|LOGO |  | LIMITED LIABILITY PARTNERSHIP



CONFORMED COPY



DATED 30 SEPTEMBER 2004



BRITISH ENERGY PLC



BRITISH ENERGY POWER AND ENERGY TRADING LIMITED



EGGBOROUGH POWER (HOLDINGS) LIMITED



EGGBOROUGH POWER LIMITED



BARCLAYS BANK PLC



THE ROYAL BANK OF SCOTLAND PLC



WEST LB AG



THE TORONTO-DOMINION BANK



AND



CERTAIN FINANCIAL INSTITUTIONS



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DEED OF TERMINATION



---



---

THIS DEEDis dated 30 September 2004



BETWEEN:



|(1) | BRITISH ENERGY PLC, a company incorporated in Scotland (registered no. SC162273), whose registered office is at 3 Redwood Crescent, Peel Park, East Kilbride G74 5PR
(BE);
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | BRITISH ENERGY POWER AND ENERGY TRADING LIMITED, a company incorporated in Scotland (registered no. SC200887), whose registered office is at 3 Redwood Crescent, Peel Park,
East Kilbride G74 5PR (BEPET);
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | EGGBOROUGH POWER (HOLDINGS) LIMITED, a company incorporated in Scotland (registered no. SC201083) whose registered office is at 3 Redwood Crescent, Peel Park, East Kilbride
G74 5PR (EPHL);
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | EGGBOROUGH POWER LIMITED, a company incorporated in England and Wales (registered no. 03782700), whose registered office is at Barnett Way, Barnwood, Gloucester,
Gloucestershire GL4 3RS (EPL);
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its capacity as
agent for the Finance Parties (as defined in the Credit Agreement) (the Agent);
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its capacity as
security trustee for the Finance Parties (as defined in the Credit Agreement) (the Security Trustee);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | BARCLAYS BANK PLC, a company incorporated in England and Wales (registered no. 01026167), whose registered office is at 54 Lombard Street, London EC3P 3AH in its own
capacity;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | THE ROYAL BANK OF SCOTLAND PLC,a company incorporated in Scotland (registered no. SC090312), whose registered office is at 36 St. Andrew Square, Edinburgh EH2 2YB in its own
capacity;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | WESTLB AG,a financial institution incorporated in Germany with limited liability and having its head offices in Duesseldorf and Muenster where it is registered under numbers
HRB42975 and HRB6400 respectively, acting through its London Branch at Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, registered in England and Wales as a branch under no. BR001899;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) | THE TORONTO DOMINION BANK,a company incorporated in Canada (registered no. FC004422), whose registered office is at PO Box 1, Toronto-Dominion Centre, Toronto, Ontario,
Canada M5K 1A2, acting through its London Branch at Triton Court, 14/18 Finsbury Square, London, EC2A 1DB;
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | THE FINANCIAL INSTITUTIONS listed in Schedule 1.
|---- | ------------------------------------------------



- 1 -



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WHEREAS:



The parties have agreed to terminate and release all their respective rights and obligations under the Agreements to which they are a party (in each and every capacity)
as of the Restructuring Date.



|1. | DEFINITIONS
|-- | -----------



|1.1 | In this Deed:
|--- | -------------



Agreements means each of the Agreements listed in Schedule 2.



Credit Agreement means the credit agreement originally dated 13 July 2000 as amended and restated on 8
September 2000, 24 October 2000, 12 December 2000, 5 February 2001 and on or about the date of this Deed.



Creditor Restructuring Agreement means the creditor restructuring agreement dated as of 30 September 2003 between, inter alios,
BE, EPL and EPHL.



Deed means this Deed and
the Schedules hereto.



Restructuring Date
has the same meaning as given to it in the Creditor Restructuring Agreement.



|1.2 | Any reference in this Deed to a person shall be construed as to include its and any subsequent permitted successors, assigns and transferees in accordance with their respective
interests.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1.3 | A person who is not a party to this Deed has no right under the Contract (Rights of Third Parties) Act 1999.
|--- | ------------------------------------------------------------------------------------------------------------



|2. | RELEASE
|-- | -------



With effect from the Restructuring Date, the Agreements are terminated and each party to the Agreements (in each and every capacity) irrevocably and
unconditionally releases the other parties to the Agreements (in each and every capacity) from their respective rights and obligations under the Agreements (whether present or future and/or actual or contingent).



|3. | COUNTERPARTS
|-- | ------------



This Deed may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement.



|4. | GOVERNING LAW
|-- | -------------



This Deed and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Deed and its formation shall
be governed and construed in accordance with English law.



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SCHEDULE 1



FINANCIAL INSTITUTIONS



Arab Bank plc



Banc of America Securities Limited



Barclays Bank PLC



Bear Stearns Bank plc



Citibank International
plc



Credit Industriel et Commercial (Singapore Branch)



Credit Suisse First Boston



Deutsche Bank AG, London



Goldman Sachs Credit Partners L.P.



Morgan Stanley Bank International Limited



ORN European Debt S.à.r.l.



Scotiabank Europe plc



The Royal Bank of Scotland plc



The
Toronto-Dominion Bank



WestLB AG



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SCHEDULE 2



Agreements to be Terminated



|1. | The calculations and forecasting agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and the Agent.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------



|2. | The sponsor undertaking originally dated 13 July 2000 as amended and restated on 8 September 2000 between BE, EPHL, BEPET, EPL, the Agent and the Security Trustee.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | The capacity and tolling agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 and 5 February 2001 between BEPET and EPL.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The CTA guarantee dated 8 September 2000 given by BE to EPL.
|-- | ------------------------------------------------------------



|5. | The capacity and tolling agreement direct agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between BEPET, EPL and the Agent.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | The deed of indemnity in relation to employees liabilities dated 13 July 2000 between BE and EPL.
|-- | -------------------------------------------------------------------------------------------------



|7. | The subordinated loan agreement originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and BE.
|-- | -----------------------------------------------------------------------------------------------------------------------------



|8. | The service contract dated 8 September 2000 between BE and EPL.
|-- | ---------------------------------------------------------------



|9. | The accounts agreement dated 8 September between EPL and the Agent.
|-- | -------------------------------------------------------------------



|10. | The deed of payment originally dated 13 July 2000 as amended and restated on 8 September 2000 between EPL and BEPET.
|--- | --------------------------------------------------------------------------------------------------------------------



|11. | The ISDA Master Agreement originally dated 6 October 2000 as amended on 9 April 2003 between EPL and Barclays together with all associated confirmations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|12. | The ISDA Master Agreement originally dated 15 March 2001 as amended on 10 April 2003 between EPL and RBS together with all associated confirmations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|13. | The ISDA Master Agreement originally dated 5 May 2001 as amended on 24 April 2003 between EPL and WestLB together with all associated confirmations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|14. | The ISDA Master Agreement originally dated 5 March 2001 as amended on 9 April 2003 between EPL and TDB together with all associated confirmations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



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IN WITNESS WHEREOF this Deed has been executed as a deed by the parties to this Deed and is intended to and is
hereby delivered by all the parties to this Deed as a deed on the date specified above.



|                                                                                |  |               
|------------------------------------------------------------------------------- |  | --------------
|EXECUTED as a deed by British Energy plc acting by                              |  |               
|                                                                                | 
|Signature of director                                                           |  |               
|                                                                                | 
|Name of director                                                                |  | MIKE ALEXANDER
|                                                                                | 
|Signature of director/secretary                                                 |  |               
|                                                                                | 
|Name of director/secretary                                                      |  | ROBERT ARMOUR 
|                                                                                | 
|EXECUTED as a deed by British
Energy Power and Energy Trading Limited acting
by |  |               
|                                                                               
|                                                                                | 
|Signature of director                                                           |  |               
|                                                                                | 
|Name of director                                                                |  | NEIL OHARA   
|                                                                                | 
|Signature of director/secretary                                                 |  |               
|                                                                                | 
|Name of director/secretary                                                      |  | ROBERT ARMOUR 



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|                                                                        |  |                                   
|----------------------------------------------------------------------- |  | ----------------------------------
|EXECUTED as a deed by Eggborough
Power (Holdings) Limited acting by    
|                                                                        | 
|Signature of director                                                   |  |                                   
|                                                                        | 
|Name of director                                                        |  | ROBERT ARMOUR                     
|                                                                        | 
|Signature of secretary                                                  |  |                                   
|                                                                        | 
|Name of secretary                                                       |  | JEAN MACDONALD                    
|                                                                        | 
|EXECUTED as a deed by Eggborough
Power Limited acting by                |  |                                   
|                                                                       
|                                                                       
|                                                                        | 
|Signature of director                                                   |  |                                   
|                                                                        | 
|Name of director                                                        |  | NEIL OHARA                       
|                                                                        | 
|Signature of director/secretary                                         |  |                                   
|                                                                        | 
|Name of director/secretary                                              |  | ROBERT ARMOUR                     
|                                                                        | 
|EXECUTED as a deed by Barclays
Bank plc as Agent acting by its attorney |  |                                   
|                                                                       
|                                                                       
|                                                                        | 
|in the presence of                                                      |  | SIMON DEAVES                      
|                                                                        | 
|Signature of witness                                                    |  |                                   
|                                                                        | 
|Name of witness                                                         |  | Duncan Nash                       
|                                                                        | 
|Address:                                                                |  | 5 The North Colonnade Canary
Wharf
|                                                                        | 
|Occupation:                                                             |  | Bank Manager                      





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|                                                                                   |  |                      
|---------------------------------------------------------------------------------- |  | ---------------------
|EXECUTED as a deed by Barclays
Bank plc as Security Trustee acting by its attorney
|                                                                                   | 
|in the presence of                                                                 |  | SIMON DEAVES         
|                                                                                   | 
|Signature of witness                                                               |  |                      
|                                                                                   | 
|Name of witness                                                                    |  | Duncan Nash          
|                                                                                   | 
|Address:                                                                           |  | 5 The North Colonnade
|                                                                                   |  | Canary Wharf         
|                                                                                   | 
|Occupation:                                                                        |  | Bank Manager         
|                                                                                  
|EXECUTED as a deed by Barclays
Bank plc in its own capacity acting by its attorney
|                                                                                   | 
|in the presence of                                                                 |  | ALLAN POVER          
|                                                                                   | 
|Signature of witness                                                               |  |                      
|                                                                                   | 
|Name of witness                                                                    |  | Simon Deaves         
|                                                                                   | 
|Address:                                                                           |  | 5 The North Colonnade
|                                                                                   |  | Canary Wharf         
|                                                                                   | 
|Occupation:                                                                        |  | Bank Manager         
|                                                                                  
|EXECUTED as a deed by Arab Bank
plc acting by its attorney                        
|                                                                                   | 
|in the presence of                                                                 |  | MICHAEL CLARK        
|                                                                                   | 
|Signature of witness                                                               |  |                      
|                                                                                   | 
|Name of witness                                                                    |  | Colin Couchman       
|                                                                                   | 
|Address:                                                                           |  |                      
|                                                                                   | 
|Occupation:                                                                        |  |                      





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|                                                                                |  |                                
|------------------------------------------------------------------------------- |  | -------------------------------
|EXECUTED as a deed by Banc of
America Securities Limited acting by its attorney
|                                                                                | 
|in the presence of                                                              |  | PETER YOUNG                    
|                                                                                | 
|Signature of witness                                                            |  |                                
|                                                                                | 
|Name of witness                                                                 |  | Robert I. Simon                
|                                                                                | 
|Address:                                                                        |  | 9W. 57thStreet                 
|                                                                                |  | 2ndFloor, NY                   
|                                                                                |  | NY 10019                       
|                                                                                | 
|Occupation:                                                                     |  | Banker                         
|                                                                               
|EXECUTED as a deed by Barclays
Bank plc acting by its attorney                 
|                                                                                | 
|in the presence of                                                              |  | ALLAN POVER                    
|                                                                                | 
|Signature of witness                                                            |  |                                
|                                                                                | 
|Name of witness                                                                 |  | Simon Deaves                   
|                                                                                | 
|Address:                                                                        |  | 5 The North Colonnade          
|                                                                                |  | Canary Wharf                   
|                                                                                | 
|Occupation:                                                                     |  | Bank Manager                   
|                                                                               
|EXECUTED as a deed by Bear Stearns
Bank plc acting by its attorney             
|                                                                                | 
|in the presence of                                                              |  | LIAM MACNAMERA                 
|                                                                                | 
|Signature of witness                                                            |  |                                
|                                                                                | 
|Name of witness                                                                 |  | Marie Fitzgerald               
|                                                                                | 
|Address:                                                                        |  | Bear Stearns Bank plc, Block 8,
|                                                                                |  | Horcourt Centre, Charlotte way,
|                                                                                |  | Dublin                         
|                                                                                | 
|Occupation:                                                                     |  |                                



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|                                                                                               |  |                   
|---------------------------------------------------------------------------------------------- |  | ------------------
|EXECUTED as a deed by Citibank
International plc acting by its attorney                       
|                                                                                               | 
|in the presence of                                                                             |  | WILLIAM BONSU     
|                                                                                               | 
|Signature of witness                                                                           |  |                   
|                                                                                               | 
|Name of witness                                                                                |  | David Trowhill    
|                                                                                               | 
|Address:                                                                                       |  | 38 Pearch Manor   
|                                                                                               |  | Chelmsford        
|                                                                                               | 
|Occupation:                                                                                    |  | Banker            
|                                                                                              
|EXECUTED as a deed by Credit
Industriel et Commercial(Singapore Branch) acting by its attorney
|                                                                                               | 
|in the presence of                                                                             |  | ROBERT PETTY      
|                                                                                               | 
|Signature of witness                                                                           |  |                   
|                                                                                               | 
|Name of witness                                                                                |  | Kenneth E. Warren 
|                                                                                               | 
|Address:                                                                                       |  | 485 Madison Avenue
|                                                                                               |  | 18thFloor, NY     
|                                                                                               |  | NY 10022          
|                                                                                               | 
|Occupation:                                                                                    |  | Controller        
|                                                                                              
|EXECUTED as a deed by Credit
Suisse First Boston acting by its attorney                       
|                                                                                               | 
|in the presence of                                                                             |  |                   
|                                                                                               | 
|Signature of witness                                                                           |  |                   
|                                                                                               | 
|Name of witness                                                                                |  | Paul Biddulah     
|                                                                                               | 
|Address:                                                                                       |  | London E14 4QR    
|                                                                                               | 
|Occupation:                                                                                    |  | Banker            



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|                                             |  |                     
|-------------------------------------------- |  | --------------------
|EXECUTED as a deed                           |  |                     
|by Deutsche Bank AG,London                  
|acting by its attorney                       |  |                     
|                                             | 
|in the presence of                           |  |                     
|                                             | 
|Signature of witness                         |  |                     
|                                             | 
|Name of witness                              |  | Fraser Mcgee        
|                                             | 
|Address:                                     |  | Winchester House    
|                                             |  | London              
|                                             |  | EC2N 2DB            
|                                             | 
|Occupation:                                  |  |                     
|                                             | 
|EXECUTED as a deed                           |  |                     
|by Goldman Sachs Credit Partners L.P.       
|acting by its attorney                       |  |                     
|                                             | 
|in the presence of                           |  | VLADIMIRA MIRCHEVA  
|                                             | 
|Signature of witness                         |  |                     
|                                             | 
|Name of witness                              |  | Joanna Goodsir      
|                                             | 
|Address:                                     |  | 20 Boring Street    
|                                             |  | London              
|                                             |  | N1 3DP              
|                                             | 
|Occupation:                                  |  | Trainee Solicitor   
|                                            
|EXECUTED as a deed                          
|by Morgan Stanley Bank International Limited
|acting by its attorney                       |  |                     
|                                             | 
|in the presence of                           |  | WENDY NEWBY         
|                                             | 
|Signature of witness                         |  |                     
|                                             | 
|Name of witness                              |  | Gerard Jordan       
|                                             | 
|Address:                                     |  | No. 1 Radcliffe Path
|                                             |  | London              
|                                             |  | SW8 3AX             
|                                             | 
|Occupation:                                  |  | Investment Banker   



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|                                  |  |                             
|--------------------------------- |  | ----------------------------
|EXECUTED as a deed               
|by ORN European Debt S.à.r.l.     |  |                             
|acting by its attorney            |  |                             
|                                  | 
|in the presence of                |  | GORDAN WEBB                 
|                                  | 
|Signature of witness              |  |                             
|                                  | 
|Name of witness                   |  | Guillaume Martin - Saudax   
|                                  | 
|Address:                          |  |                             
|                                  | 
|Occupation:                       |  |                             
|                                  | 
|EXECUTED as a deed                |  |                             
|by Scotiabank Europe plc          |  |                             
|acting by its attorney            |  |                             
|                                  | 
|in the presence of                |  | STEVE DOBSON                
|                                  | 
|Signature of witness              |  |                             
|                                  | 
|Name of witness                   |  | Tim Macillivary             
|                                  | 
|Address:                          |  | Flat 5 ,30-38 Northcote Road
|                                  |  | London SW11 1N2             
|Occupation                        |  | Banker                      
|                                  | 
|EXECUTED as a deed                |  |                             
|by The Royal Bank of Scotland plc |  |                             
|acting by its attorney            |  |                             
|                                  | 
|in the presence of                |  | PAUL SULLIVAN               
|                                  | 
|Signature of witness              |  |                             
|                                  | 
|Name of witness                   |  | Mark Wood                   
|                                  | 
|Address:                          |  | 135 Bishopsgate             
|                                  |  | EC2M 3UR                    
|                                  | 
|Occupation:                       |  | Banker                      



- 11 -



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|                             |  |                                 
|---------------------------- |  | --------------------------------
|EXECUTED as a deed           |  |                                 
|by The Toronto-Dominion Bank |  |                                 
|acting by its attorney       |  |                                 
|                             | 
|in the presence of           |  | GRAEME FRANCIS                  
|                             | 
|Signature of witness         |  |                                 
|                             | 
|Name of witness              |  | Ian Flindt                      
|                             | 
|Address:                     |  | Triton Court                    
|                             |  | 14/16 Finsbury Square           
|                             |  | London                          
|                             |  | EC2A 1DB                        
|                             | 
|Occupation:                  |  | Senior Manager, Legal Compliance
|                             | 
|EXECUTED as a deed           |  |                                 
|by WestLB AG                 |  |                                 
|acting by its attorney       |  |                                 
|                             | 
|in the presence of           |  | DAVID STEWART                   
|                             | 
|Signature of witness         |  |                                 
|                             | 
|Name of witness              |  | Holde I. Szeman                 
|                             | 
|Address:                     |  | London                          
|                             | 
|Occupation:                  |  | Personal Assistant              



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