EXHIBIT 4.1
	

YORKSHIRE POWER FINANCE LIMITED

AND

YORKSHIRE POWER GROUP LIMITED

AND

THE BANK OF NEW YORK, AS TRUSTEE,
PRINCIPAL PAYING AGENT,
REGISTRAR AND TRANSFER AGENT

AND

BANQUE GENERALE DU LUXEMBOURG S.A.,
AS PAYING AGENT AND TRANSFER AGENT

SUBORDINATED DEBENTURE INDENTURE

Dated as of June 1, 1998
____________

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS	1
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Compliance Certificates and Opinions.	11
SECTION 1.03.	Form of Documents Delivered to Trustee.	11
SECTION 1.04.	Notices, Etc., to Trustee and Company.	12
SECTION 1.05.	Notice to Holders; Waiver.	12
SECTION 1.06.	Conflict with Trust Indenture Act.	13
SECTION 1.07.	Effect of Headings and Table of Contents.	14
SECTION 1.08.	Successors and Assigns.	14
SECTION 1.09.	Separability Clause.	14
SECTION 1.10.	Benefits of Indenture.	14
SECTION 1.11.	Governing Law.	14
SECTION 1.12.	Legal Holidays.	14
ARTICLE II SECURITIES	15
SECTION 2.01.	Forms Generally.	15
SECTION 2.02.	Form of Trustee's Certificate of 
Authentication.	15
SECTION 2.03.	Form of Trustee's Certificate of 
Authentication by an Authenticating Agent.	16
SECTION 2.04.	Form of Guarantee.	16
SECTION 2.05.	Amount Unlimited; Issuable in Series.	17
SECTION 2.06.	Denominations.	20
SECTION 2.07.	Execution, Authentication, Delivery and 
Dating.	21
SECTION 2.08.	Transfer Agent and Paying Agent.	22
SECTION 2.09.	Temporary Securities.	23
SECTION 2.10.	Registration, Registration of Transfer and 
Exchange.	23
SECTION 2.11.	Mutilated, Destroyed, Lost and Stolen 
Securities.	25
SECTION 2.12.	Payment of Interest; Interest Rights 
Reserved.	26
SECTION 2.13.	Persons Deemed Owners.	27
SECTION 2.14.	Cancellation.	28
SECTION 2.15.	Computation of Interest.	28
SECTION 2.16.	Global Securities.	29
SECTION 2.17.	Extension of Interest Payment Period; 
Deferral of Interest Payment.	29
SECTION 2.18.	CUSIP Numbers.	30
ARTICLE III COVENANTS	30
SECTION 3.01.	Payment of Principal, Premium and Interest.	30
SECTION 3.02.	Maintenance of Office or Agency.	31
SECTION 3.03.	Money for Securities Payments to Be Held in 
Trust.	31
SECTION 3.04.	Appointments to Fill Vacancies in Trustee's 
Office.	32
SECTION 3.05.	Certificate to Trustee.	33
SECTION 3.06.	Compliance with Consolidation Provisions.	33
SECTION 3.07.	Limitation on Dividends.	33
SECTION 3.08.	Covenants as to the Related Business Trust.	34
SECTION 3.09.	Covenants as to Treatment of Securities.	34
SECTION 3.10.	Additional Interest.	34
SECTION 3.11.	Waiver of Certain Covenants.	34
SECTION 3.12.	Payment of Additional Amounts.	35
SECTION 3.13.	Copies Available to Holders.	37
SECTION 3.14.	Company Covenants.	37
SECTION 3.15.	Demand Share Covenant.	37
ARTICLE IV HOLDERS, LISTS AND REPORTS BY THE 
COMPANY AND THE TRUSTEE	38
SECTION 4.01.	Holders' Lists	38
SECTION 4.02.	Preservation and Disclosure of Lists.	38
SECTION 4.03.	Reports of the Company and the Guarantor.	39
SECTION 4.04.	Reports by the Trustee.	40
ARTICLE V REMEDIES OF THE TRUSTEE AND HOLDERS 
ON EVENT OF DEFAULT	41
SECTION 5.01.	Events of Default.	41
SECTION 5.02.	Payment of Securities on Default; Suit 
Therefor.	43
SECTION 5.03.	Application of Moneys Collected by Trustee.	45
SECTION 5.04.	Proceedings by Holders.	46
SECTION 5.05.	Remedies Cumulative and Continuing.	47
SECTION 5.06.	Direction of Proceedings and Waiver of 
Defaults by Majority of Holders.	47
SECTION 5.07.	Undertaking to Pay Costs.	48
ARTICLE VI CONCERNING THE TRUSTEE	49
SECTION 6.01.	Certain Duties and Responsibilities.	49
SECTION 6.02.	Notice of Defaults.	50
SECTION 6.03.	Certain Rights of Trustee.	50
SECTION 6.04.	Not Responsible for Recitals or Issuance of 
Securities.	51
SECTION 6.05.	May Hold Securities.	51
SECTION 6.06.	Money Held in Trust.	51
SECTION 6.07.	Compensation and Reimbursement.	52
SECTION 6.08.	Disqualification; Conflicting Interests.	52
SECTION 6.09.	Corporate Trustee Required; Eligibility.	52
SECTION 6.10.	Resignation and Removal; Appointment of 
Successor Trustee.	53
SECTION 6.11.	Acceptance of Appointment by Successor.	54
SECTION 6.12.	Merger, Conversion, Consolidation or 
Succession to Business.	55
SECTION 6.13.	Preferential Collecting of Claims Against 
Company.	55
SECTION 6.14.	Authenticating Agents.	59
ARTICLE VII CONCERNING THE HOLDERS	61
SECTION 7.01.	Acts of Holders.	61
SECTION 7.02.	Proof of Execution by Holders.	63
SECTION 7.03.	Securities Owned by Company Deemed Not 
Outstanding.	64
SECTION 7.04.	Revocation of Consents; Future Holders 
Bound.	64
ARTICLE VIII HOLDERS' MEETINGS	65
SECTION 8.01.	Purposes of Meetings	65
SECTION 8.02.	Call of Meetings by Trustee.	65
SECTION 8.03.	Call of Meetings by Company or Holders.	65
SECTION 8.04.	Qualifications for Voting; Quorum; Action.	66
SECTION 8.05.	Regulations.	67
SECTION 8.06.	Voting.	67
ARTICLE IX SUPPLEMENTAL INDENTURES	68
SECTION 9.01.	Supplemental Indentures Without Consent of 
Holders.	68
SECTION 9.02.	Supplemental Indentures With Consent of 
Holders.	70
SECTION 9.03.	Compliance with Trust Indenture Act; Effect 
of Supplemental Indentures.	71
SECTION 9.04.	Notation on Securities.	72
SECTION 9.05.	Evidence of Compliance of Supplemental 
Indenture to be Furnished Trustee.	72
ARTICLE X CONSOLIDATION, CONVERSION, MERGER, 
SALE, CONVEYANCE AND LEASE	72
SECTION 10.01.	Company and Guarantor May Consolidate, 
etc., on Certain Terms.	72
SECTION 10.02.	Successor Corporation Substituted.	74
ARTICLE XI SATISFACTION AND DISCHARGE	74
SECTION 11.01.	Satisfaction and Discharge of Indenture	74
SECTION 11.02.	Application of Trust Money	76
SECTION 11.03.	Satisfaction, Discharge and Defeasance of 
Securities of any Series	76
ARTICLE XII IMMUNITY OF INCORPORATORS, 
STOCKHOLDERS, OFFICERS AND 
DIRECTORS	78
SECTION 12.01.	Indenture and Securities Solely Corporate 
Obligations.	78
ARTICLE XIII REDEMPTION OF SECURITIES	78
SECTION 13.01.	Applicability of Article.	78
SECTION 13.02.	Optional Tax Redemption.	78
SECTION 13.03.	Notice of Redemption; Selection of 
Securities.	79
SECTION 13.04.	Securities Payable on Redemption Date.	80
SECTION 13.05.	Securities Redeemed in Part.	80
ARTICLE XIV SUBORDINATION OF SECURITIES	81
SECTION 14.01.	Agreement to Subordinate.	81
SECTION 14.02.	Default on Senior Debt.	81
SECTION 14.03.	Liquidation; Dissolution; Bankruptcy.	82
SECTION 14.04.	Subrogation.	83
SECTION 14.05.	Trustee to Effectuate Subordination.	84
SECTION 14.06.	Notice by the Company.	84
SECTION 14.07.	Rights of the Trustee; Holders of Senior 
Debt.	85
SECTION 14.08.	Subordination May Not Be Impaired.	86
ARTICLE XV GUARANTEE OF SECURITIES	86
SECTION 15.01.	Applicability of Article; Unconditional 
Guarantee.	86
SECTION 15.02.	Waiver of Notice and Demand.	87
SECTION 15.03.	Guarantor Obligations Not Affected.	87
SECTION 15.04.	Execution of Guarantee.	88
SECTION 15.05.	Subrogation.	89
SECTION 15.06.	Independent Obligations.	89
SECTION 15.07.	Subordination.	89
ARTICLE XVI SINKING FUNDS	89
SECTION 16.01.	Applicability of Article.	89
SECTION 16.02.	Satisfaction of Sinking Fund Payments with 
Securities.	90
SECTION 16.03.	Redemption of Securities for Sinking Fund.	90
ARTICLE XVII MISCELLANEOUS PROVISIONS	91
SECTION 17.01.	Consent to Jurisdiction; Appointment of 
Agent to Accept Service of Process	91
SECTION 17.02.	Successors.	93
SECTION 17.03.	Official Acts by Successor Corporation.	93
SECTION 17.04.	Execution in Counterparts.	93



TIE-SHEET
of provisions of Trust Indenture Act of 1939 with Indenture dated as 
of June 1, 1998 between Yorkshire Power Finance Limited, 
Yorkshire Power Group Limited, The Bank of New York, Trustee, 
and Banque Generale du Luxembourg S.A., paying agent and transfer 
agent:
ACT SECTION	INDENTURE SECTION
310(a)(1)	6.09
   (a)(2) 	6.09
310(a)(3)	N/A
   (a)(4)	N/A
310(a)(5)	6.10, 6.11
310(b)	6.08
311(a) and (b)	6.13, 4.04
312(a)	4.01
312(b) and (c)	4.02
313(a)	4.04
313(b)(1)	N/A
313(b)(2)	4.04
313(c)	4.04
313(d)	4.04
314(a)	4.03
314(b)	N/A
314(c)(1) and (2)	1.02
314(c)(3)	N/A
314(d) 	N/A
314(e)	1.02
314(f) 	N/A
315(a)(c) and (d)	6.01
315(b) 	6.02
315(e) 	5.07
316(a)(1) 	5.02, 5.06
316(a)(2)	N/A
316(b) 	5.04
317(a) 	5.02, 5.03
317(b) 	6.05
318(a) 	1.07
___________________________________

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS 
EXECUTED


THIS SUBORDINATED DEBENTURE 
INDENTURE, dated as of June 1, 1998, among Yorkshire Power 
Finance Limited, a private company with limited liability 
incorporated under the laws of the Cayman Islands (the "Company"), 
having its registered office at P.O. Box 309, Georgetown, Grand 
Cayman, Cayman Islands, British West Indies, as issuer, Yorkshire 
Power Group Limited, a private company with limited liability 
incorporated under the laws of England and Wales, having its 
principal office at Wetherby Road, Scarcroft, Leeds, England, as 
guarantor ("Yorkshire Group" or the "Guarantor"), The Bank of 
New York, a New York banking corporation, as trustee, principal 
paying agent, registrar and transfer agent (the "Trustee"), and 
Banque Generale du Luxembourg S.A., as paying agent and 
transfer agent.
W I T N E S S E T H:

WHEREAS, the Company has duly authorized the 
execution and delivery of this Indenture to provide for the issuance 
from time to time of its unsecured subordinated debentures, notes or 
other evidences of indebtedness (herein called the "Securities") in an 
unlimited aggregate principal amount to be issued in one or more 
series as provided in this Indenture; and
WHEREAS, the Guarantor has duly authorized the 
execution and delivery of this Indenture to provide for the Guarantee 
(as defined herein) as herein provided; and
WHEREAS, all things necessary to make this 
Indenture a valid agreement of the Company and the Guarantor, in 
accordance with its terms, have been done.
NOW, THEREFORE, for and in consideration of the 
premises and the purchase of the Securities by the Holders thereof, it 
is mutually covenanted and agreed, for the equal and proportionate 
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE I	

DEFINITIONS
SECTION 1.01.	Definitions.
For all purposes of this Indenture, all indentures 
supplemental hereto and any document or instrument delivered 
pursuant to the provisions hereof, except as otherwise expressly 
provided or unless the context otherwise requires:
(1)	The terms defined in this Article shall have the 
respective meanings specified in this Article.  
(2)	All other terms used in this Indenture which 
are defined in the Trust Indenture Act (as defined herein), or which 
are by reference therein defined in the Securities Act (as defined 
herein), shall (except as herein otherwise expressly provided or unless 
the context otherwise requires) have the meanings assigned to such 
terms in said Trust Indenture Act and in said Securities Act as in 
force at the date of this Indenture as originally executed.  
(3)	All accounting terms used herein and not 
expressly defined shall have the meanings assigned to such terms in 
accordance with generally accepted accounting principles in the 
United States and the term "generally accepted accounting principles" 
means such accounting principles as are generally accepted in the 
United States at the time of any computation.  
(4)	The words "herein", "hereof" and "hereunder"  
and other words of similar import refer to this Indenture as a whole 
and not to any particular Article, Section or other subdivision.  
Headings are used for convenience of reference only and do not 
affect interpretation.  The singular includes the plural and vice versa.
"Additional Amounts" shall have the meaning set forth 
in Section 3.12.
"Additional Interest" means such additional amounts 
as may be required so that the net amounts received and retained by 
the Holder after paying taxes, duties, assessments or governmental 
charges of whatever nature imposed by a Taxing Jurisdiction or any 
other taxing authority will not be less than the amounts the Holder 
would have received had no such taxes, duties, assessments or 
governmental charges been imposed.
"Administrative Trustees" when used with respect to 
the Trust Securities related to a particular series of Securities means 
the Persons designated as such in the Trust Agreement of the related 
Business Trust.
"Affiliate" of any specified Person means any other 
Person directly or indirectly controlling or controlled by or under 
direct or indirect common control with such specified Person.  For 
the purposes of this definition, "control", when used with respect to 
any specified Person means the power to direct the management and 
policies of such Person, directly or indirectly, whether through the 
ownership of voting securities, by contract or otherwise; and the 
terms "controlling" and "controlled" have meanings correlative to the 
foregoing.
"Authenticating Agent" shall mean any agent or agents 
of the Trustee which at the time shall be appointed and acting 
pursuant to Section 6.14.
"Bankruptcy Law" shall mean Title 11, U.S. Code, or 
any similar federal or state law for the relief of debtors.
"Bearer Security" means any Security that is payable 
to bearer.
"Board of Directors" shall mean the Board of 
Directors of the Company or any duly authorized committee of the 
officers and/or directors of the Company appointed by that board.
"Board Resolution" shall mean a copy of a resolution 
certified by a Director of the Company to have been duly adopted by 
its Board of Directors and to be in full force and effect on the date of 
such certification and delivered to the Trustee.
"Book-Entry Depositary" means, with respect to the 
Securities of any series issuable or issued in whole or in part in the 
form of one or more Global Securities, the Person designated as 
Book-Entry Depositary (or a nominee thereof) by the Company 
pursuant to Section 2.05 and, if so provided pursuant to Section 2.05 
with respect to the Securities of a series, any successor to such 
Person.  If at any time there is more than one such Person, "Book-
Entry Depositary" shall mean, with respect to any series of Securities, 
the qualifying entity which has been appointed with respect to the 
Securities of that series.
"Book-Entry Interests" means certificateless 
depositary interests (representing in the aggregate a 100% beneficial 
interest in a Global Bearer Security) to be issued by the Book-Entry 
Depositary to a Business Trust or DTC.
"Business Day" shall mean, with respect to the Place 
of Payment with respect to any series of Securities, any day other 
than a Saturday, a Sunday or a day on which banking institutions in 
any Place of Payment are authorized or required by law or executive 
order to close or on which the Corporate Trust Office is closed for 
business.
"Business Trust" means any Delaware statutory 
business trust formed by the Company, the Guarantor or an Affiliate 
thereof to issue its Trust Securities, the proceeds of which will be 
used to purchase Securities of one or more series.
"Commission" shall mean the United States Securities 
and Exchange Commission, as from time to time constituted, created 
under the Exchange Act, or if at any time after the execution of this 
Indenture such Commission is not existing and performing the duties 
now assigned to it under the Trust Indenture Act, then the body 
performing such duties at such time.
"Company" shall mean Yorkshire Power Finance 
Limited, a limited liability company incorporated under the laws of 
the Cayman Islands, and, subject to the provisions of Article X, shall 
include its successors and assigns.
"Company Request" or "Company Order" shall mean 
a written request or order signed in the name of the Company by any 
Director and by any other Director or the Treasurer, the Secretary or 
an Assistant Secretary or Assistant Treasurer of the Company or any 
other officer so authorized, and delivered to the Trustee.
"Control Certificate" means a certificate evidencing 
certain administrative and appointment powers with respect to a 
Business Trust.
"corporation" includes corporations, associations, 
companies, partnerships and business trusts.
"Corporate Trust Office" means the principal office of 
the Trustee in The City of New York, at which at any particular time 
in its corporate trust business shall be administered, which at the date 
hereof is 101 Barclay Street, New York, New York 10286.
"Custodian" shall mean any receiver, trustee, assignee, 
liquidator, or similar official under any Bankruptcy Law.
"Default" shall mean any event, act or condition that 
with notice or lapse of time, or both, would constitute an Event of 
Default.
"Defaulted Interest" shall have the meaning set forth 
in Section 2.12.
 "Delaware Trustee" when used with respect to the 
Trust Securities related to a particular series of Securities means the 
Person designated as such in the Trust Agreement of the related 
Business Trust.
"Deposit Agreement" means any deposit agreement 
among the Company, a Book-Entry Depositary and the holders and 
beneficial owners from time to time of interests in Book-Entry 
Interests.
"Director" means any member of the Board of 
Directors of the Company or the Guarantor, as applicable, at the time 
of determination.
"Dollar" or "$" means a dollar or other equivalent unit 
in such coin or currency of the United States as of the time shall be 
legal tender for the payment of public and private debt in the United 
States.
"DTC" shall mean The Depository Trust Company (or 
a nominee thereof) or its successors.
"Event of Default" shall mean any event specified in 
Section 5.01.
"Exchange Act" shall mean the United States 
Securities Exchange Act of 1934, as amended.
"Global Bearer Security" means a Bearer Security, 
evidencing all or part of a series of Securities, issued to the Book-
Entry Depositary for such series.
"Global Registered Security" means a Registered 
Security, evidencing all or part of a series of Securities, issued to the 
Book-Entry Depositary for such series.
"Global Security" means a Global Registered Security 
or a Global Bearer Security.
"Government Obligations" shall mean securities that 
are (i) direct obligations of the United States of America for the 
payment of which its full faith and credit is pledged or (ii) obligations 
of a Person controlled or supervised by and acting as an agency or 
instrumentality of the United States of America the payment of which 
is unconditionally guaranteed as a full faith and credit obligation by 
the United States of America, which, in either case under clause (i) or 
(ii) are not callable or redeemable at the option of the issuer thereof, 
and shall also include a certificate, depository receipt or other 
instrument which evidences a direct ownership interest in such 
obligations with respect to any such Government Obligation or a 
specific payment of interest on or principal of any such Government 
Obligation held by such custodian for the account of the holder of a 
certificate, depository receipt or other instrument, provided that 
(except as required by law) such custodian is not authorized to make 
any deduction from the amount payable to the holder of such 
instrument from any amount received by the custodian in respect of 
the Government Obligation or the specific payment of interest on or 
principal of the Government Obligation evidenced by such 
instrument. 
"Gross-Up Taxes" shall have the meaning set forth in 
Section 3.12.
"Guarantee" means the guarantee set forth in Article 
XV by the Guarantor of any Security of any series authenticated and 
delivered pursuant to this Indenture either (i) if specified, as 
contemplated by Section 15.01, to be applicable to Securities of such 
series and not endorsed on such securities pursuant to Article XV 
hereof, or (ii) in all other cases, endorsed on such Securities.
"Guarantor" shall mean Yorkshire Power Group 
Limited, a limited liability company incorporated under the laws of 
England and Wales, and, subject to the provisions of Article X, shall 
include its successors and assigns.
"Holder", "holder of Securities", or other similar 
terms, means, in the case of a Registered Security, the Person in 
whose name a Security is registered in the Security Register and, in 
the case of a Global Bearer Security, the Book-Entry Depositary 
therefor.
 "Indenture" shall mean this instrument as originally 
executed or, as it may from time to time be supplemented or amended 
by a Board Resolution and an Officers' Certificate issued pursuant 
thereto or by one or more indentures supplemental hereto entered 
into pursuant to the applicable provisions hereof and shall include the 
terms of a particular series of Securities established as contemplated 
by Section 2.05.
"Intercompany Notes" means promissory notes issued, 
from time to time, by the Guarantor or certain of its Affiliates which 
the Company purchases with the proceeds from the issuance of a 
particular series of Securities.
"Interest Payment Date", when used with respect to 
any Security, means the Stated Maturity of an installment of interest 
on such Security.
"Investment Company Act" means the United States 
Investment Company Act of 1940, as amended.
"Investment Company Act Event" shall mean that the 
Guarantor or the Company shall have received an opinion of 
independent counsel (which may be counsel to the Guarantor or its 
affiliates) experienced in such matters to the effect that, as a result of 
the occurrence of a change in law or regulation or a change in 
interpretation or application of law or regulation by any legislative 
body, court, governmental agency or regulatory authority (an 
"Investment Company Act Change"), there is more than an 
insubstantial risk that the Guarantor or the Company is or will be 
considered an "investment company" that is required to be registered 
under the Investment Company Act which Investment Company Act 
Change becomes effective on or after the date of the prospectus for 
Trust Securities related to a particular series of Securities.
"Maturity" means, when used with respect to any 
Security, the date on which the principal of such Security or an 
installment of principal becomes due and payable as therein or herein 
provided, whether at Stated Maturity or by the declaration of 
acceleration, call for redemption or otherwise.
"Notice of Default" shall have the meaning set forth in 
Section 5.01(c).
"Officers" shall mean any Director or the Treasurer, 
the Secretary or an Assistant Secretary or an Assistant Treasurer of 
the Company or the Guarantor, as applicable, or any other officer or 
signatory of the Company or the Guarantor, as applicable, so 
authorized.
"Officers' Certificate" shall mean a certificate of the 
Company or the Guarantor, as applicable, signed by two Officers and 
delivered to the Trustee.
"Opinion of Counsel" shall mean a written opinion of 
counsel, who may be counsel for the Company or the Guarantor.
 "Outstanding", when used with respect to Securities 
of any series, shall, subject to the provisions of Section 7.03, mean, as 
of any particular time, all Securities of such series authenticated and 
delivered by the Trustee or an Authenticating Agent under this 
Indenture, except
(a)	Securities theretofore cancelled by the Trustee 
or an Authenticating Agent or delivered to the 
Trustee for cancellation;

(b)	Securities, or portions thereof, for the payment 
or redemption of which moneys in the necessary 
amount shall have been deposited in trust with 
the Trustee or with any Paying Agent (other 
than the Company) or shall have been set aside 
and segregated in trust by the Company (if the 
Company shall act as its own Paying Agent) for 
the Holders of such Securities; provided that, if 
such Securities, or portions thereof, are to be 
redeemed prior to maturity thereof, notice of 
such redemption shall have been given as in 
Article XIII provided or provision satisfactory to 
the Trustee shall have been made for giving such 
notice; and

(c)	Securities in lieu of or in substitution for which 
other Securities shall have been authenticated 
and delivered pursuant to the terms of Section 
2.10 unless proof satisfactory to the Company 
and the Trustee is presented that any such 
Securities are held by bona fide holders in due 
course.

"Paying Agent" means Banque Generale du 
Luxembourg S.A. and any other Person, authorized by the Company 
to pay the principal of and premium, if any, or interest, if any, on any 
Securities on behalf of the Company, including, without limitation, 
the Principal Paying Agent.
"Person" shall mean a legal person, including any 
individual, corporation, estate, partnership, joint venture, association, 
joint stock company, limited liability company, trust, unincorporated 
association, or government or any agency or political subdivision 
thereof, or any other entity of whatever nature.
"Place of Payment", when used with respect to the 
Securities of any series, means the place or places, specified as 
contemplated by Section 2.05, at which, subject to Section 3.02, 
principal of and premium, if any, and interest, if any, on the Securities 
of such series are payable.
"Predecessor Security" of any particular Security shall 
mean every previous Security evidencing all or a portion of the same 
debt as that evidenced by such particular Security; and, for the 
purposes of this definition, any Security authenticated and delivered 
under Section 2.11 in lieu of a lost, destroyed or stolen Security shall 
be deemed to evidence the same debt as the lost, destroyed or stolen 
Security.
"Principal Paying Agent" means The Bank of New 
York until a successor Principal Paying Agent shall have become such 
pursuant to the applicable provisions of this Indenture and, thereafter, 
"Principal Paying Agent" shall mean such successor Principal Paying 
Agent.
"Property Trustee" when used with respect to the 
Trust Securities related to a particular series of Securities means the 
Person designated as such in the Trust Agreement of the related 
Business Trust.
"Redemption Price" means, when used with respect to 
any Security to be redeemed, the price at which it is to be redeemed 
pursuant to this Indenture.
"Redemption Date", when used with respect to any 
Security to be redeemed, means the date fixed for such redemption by 
or pursuant to this Indenture.
"Registered Security", means any Security that is 
payable to a registered owner or registered assigns thereof as 
registered in the Security Register.
"Regular Record Date" for the interest payable on any 
Interest Payment Date on the Securities of any series means the date 
specified for that purpose as contemplated by Section 2.05.
"Relevant Date" means whichever is the later of (i) the 
date on which payment first becomes due and (ii) if the full amount 
payable has not been received in The City of New York by the Book-
Entry Depositary or the Trustee on or prior to such due date, the date 
on which, the full amount having been so received, notice to that 
effect shall have been given to the holders in accordance with this 
Indenture.
"Responsible Officer", when used with respect to the 
Trustee, shall mean any officer of the Trustee including any vice-
president, any assistant vice-president, any secretary, any assistant 
secretary, the treasurer, any assistant treasurer or any other officer 
within the Corporate Trust Office of the Trustee customarily 
performing functions similar to those performed by any of the above-
designated officers and also means, with respect to a particular 
matter, any other officer to whom such matter is referred because of 
his knowledge of and familiarity with the particular subject.
"Securities" has the meaning stated in the first recital 
of this Indenture and more particularly means any securities 
authenticated and delivered under this Indenture.
"Securities Act" shall mean the Securities Act of 1933, 
as amended.
"Security Register" and "Security Registrar" shall 
have the respective meanings set forth in Section 2.10.
"Senior Debt" shall mean with respect to any Person: 
(i) any payment due in respect of indebtedness of such Person, 
whether outstanding at the date of execution of this Indenture or 
thereafter incurred, created or assumed, (a) in respect of money 
borrowed (including any financial derivative, hedging or futures 
contract or similar instrument) and (b) evidenced by securities, bonds, 
debentures, notes or other similar instruments issued by such person 
that, by their terms, are senior or senior subordinated debt securities, 
(ii) all capital lease obligations of such Person, (iii) all obligations 
issued or assumed as the deferred purchase price of property, all 
conditional sale obligations and all obligations of such Person under 
any title retention agreement (but excluding trade accounts payable 
arising in the ordinary course of business and long-term purchase 
obligations), (iv) all obligations of such Person for the reimbursement 
of any letter of credit, banker's acceptance, security purchase facility 
or similar credit transaction, (v) all obligations of the type referred to 
in clauses (i) through (iv) above of other Persons the payment of 
which such Person is responsible or liable as obligor, guarantor or 
otherwise, and (vi) all obligations of the type referred to in clauses (i) 
through (v) above of other Persons secured by any lien on any 
property or asset of such Person (whether or not such obligation is 
assumed by such Person); provided, however, that Senior Debt shall 
not include (1) in the case of the Company, the Securities or any such 
indebtedness that is by its terms subordinated to or pari passu with 
(A) the Securities or (B) any other such indebtedness that is 
subordinated to or pari passu with the Securities and (2) any 
unsecured indebtedness between or among such person or its 
Affiliates.  Such Senior Debt shall continue to be Senior Debt and be 
entitled to the benefits of the subordination provisions contained in 
this Indenture irrespective of any amendment, modification or waiver 
of any term of such Senior Debt.
"Special Event" means the occurrence of a Tax Event 
or an Investment Company Act Event.
"Special Record Date" for the payment of any 
Defaulted Interest means a date fixed by the Trustee pursuant to 
Section 2.12.
"Stated Maturity", when used with respect to any 
obligation or any installment of principal thereof or interest thereon, 
means the date, if any, on which the principal of such obligation or 
such installment of principal or interest is stated to be due and 
payable (without regard to any provisions for redemption, 
prepayment, declaration of acceleration, purchase or extension); 
provided that, with regard to any installment of interest, Stated 
Maturity shall not include any date as to which the Company shall 
have elected to extend the interest payment period in accordance with 
Section 2.05.
"Subsidiary" means a corporation more than 50% of 
the outstanding voting stock of which is owned, directly or indirectly, 
by the Guarantor, an affiliate thereof or by one or more other 
Subsidiaries.  For the purposes of this definition, "voting stock" 
means shares, interests, participations or other equivalents in the 
equity interest (however designated) in such corporation having 
ordinary voting power for the election of a majority of the directors 
(or the equivalent) of such corporation, other than shares, interests, 
participations or other equivalents having such power only by reason 
of the occurrence of a contingency.
"Tax Event" means the receipt by the Guarantor or 
the Company of an opinion of independent counsel (which may be 
counsel to the Guarantor or its affiliates) experienced in such matters 
to the effect that there has been (a) any amendment to, or change 
(including any announced prospective change) in, the laws (or any 
regulations thereunder) of any supranational federation to which the 
United Kingdom belongs or the jurisdiction (or any political 
subdivision or taxing authority thereof or therein) in which the 
Company or the Guarantor is incorporated or created, as applicable, 
or in which the Company or the Guarantor is managed and controlled 
or has a place of business (each, a "Taxing Jurisdiction"), (b) any 
official administrative pronouncement or judicial decision 
interpreting, clarifying or applying such laws or regulations or (c) a 
threatened challenge asserted by a government or taxing authority 
with respect to the Guarantor or any of its subsidiaries, or a 
threatened challenge asserted in writing by a government or taxing 
authority against any other taxpayer that has raised capital through 
the issuance of securities that are substantially similar to any 
particular series of Securities or Trust Securities, which amendment 
or change is effective or which pronouncement clarification, challenge 
or decision is announced on or after the date of the prospectus for 
such Trust Securities, and that results in their being more than an 
insubstantial risk that (i) the Company is, or will be within 90 days of 
the date thereof, subject to income tax within a Taxing Jurisdiction 
(other than the United Kingdom corporation income tax) with respect 
to interest received or accrued on the Intercompany Notes, (ii) the 
Company is, or will be within 90 days of the date thereof, subject to 
more than a de minimis amount of other tax, duties or other 
governmental charges, (iii) interest payable by the Company on such 
series of Securities is not, or within 90 days of the date thereof will 
not be, deductible, in whole or in part for (as appropriate) United 
States Federal or United Kingdom corporation income tax purposes, 
as such interest accrues by the Company or by a member of any tax 
group to which the Guarantor belongs or (iv) interest payable with 
respect to the Intercompany Notes by the Guarantor or its affiliates is 
not, or within 90 days of the date thereof, will not be, deductible, in 
whole or in part, for (as appropriate) United States Federal or United 
Kingdom corporation income tax purposes, as it accrues by one of 
(as appropriate) the Guarantor, its shareholders or a member of any 
tax group to which the Guarantor belongs.
"Tax Payments" means any direct or indirect payment 
by the Guarantor to governmental authorities in respect of United 
Kingdom, United States or Cayman Islands taxes arising from the 
operations of the Guarantor, the Company, a Business Trust or 
Yorkshire Electricity Group plc as and when such taxes become due 
and payable.
"Trustee" shall mean the Person identified as 
"Trustee" in the first paragraph hereof, and, subject to the provisions 
of Article VI hereof, shall also include its successors and assigns as 
Trustee hereunder.
"Trust Agreement" when used with respect to a 
Business Trust shall mean the agreement or instrument, as it may be 
amended, that governs the affairs of such Business Trust.
"Trust Indenture Act" shall mean the Trust Indenture 
Act of 1939 as in force at the date of execution of this Indenture 
except as provided in Section 9.03; provided, however, that, in the 
event the Trust Indenture Act of 1939 is amended after such date, 
"Trust Indenture Act" shall mean, to the extent required by any such 
amendment, the Trust Indenture Act of 1939 as so amended.
"Trust Securities" shall mean the securities issued by a 
Business Trust evidencing undivided beneficial interests in the assets 
of the Business Trust. Trust Securities related to a particular series of 
Securities means Trust Securities the proceeds of the sale of which 
were loaned to the Company in exchange for such series of 
Securities.  
"Trust Securities Guarantee" shall mean any guarantee 
agreement executed and delivered by the Guarantor for the benefit of 
the holders from time to time of all or a portion of Trust Securities 
related to a particular series of Securities pursuant to which the 
Guarantor has guaranteed, to the extent stated therein, the payment 
of distributions and certain other amounts with respect to such Trust 
Securities.
 "United Kingdom" means the United Kingdom of 
Great Britain and Northern Ireland, its territories, its possessions and 
other areas subject to its jurisdiction.
"United States" means the United States of America 
(including the District of Columbia), its territories, its possessions and 
other areas subject to its jurisdiction.
SECTION 1.02.	Compliance Certificates and 
Opinions.
Except as otherwise expressly provided by this 
Indenture, upon any application or request by the Company to the 
Trustee to take any action under any provision of this Indenture, the 
Company shall furnish to the Trustee an Officers' Certificate stating 
that all conditions precedent, if any, provided for in this Indenture 
relating to the proposed action have been complied with and an 
Opinion of Counsel stating that in the opinion of such counsel all such 
conditions precedent, if any, have been complied with, except that in 
the case of any such application or request as to which the furnishing 
of such documents is specifically required by any provision of this 
Indenture relating to such particular application or request, no 
additional certificate or opinion need be furnished.
Every certificate or opinion with respect to 
compliance with a condition or covenant provided for in this 
Indenture shall include:
(1)  	a statement that each individual signing 
such certificate or opinion has read such covenant or 
condition and the definitions herein relating thereto;
(2)  	a brief statement as to the nature and 
scope of the examination or investigation upon which the 
statements or opinions contained in such certificate or opinion 
are based;
(3)  	a statement that, in the opinion of each 
such individual, he has made such examination or 
investigation as is necessary to enable him to express an 
informed opinion as to whether or not such covenant or 
condition has been complied with; and
(4)  	a statement as to whether, in the 
opinion of each such individual, such condition or covenant 
has been complied with.
SECTION 1.03.	Form of Documents Delivered to 
Trustee.
In any case where several matters are required to be 
certified by, or covered by an opinion of, any specified Person, it is 
not necessary that all such matters be certified by, or covered by the 
opinion of, only one such Person, or that they be so certified or 
covered by only one document, but one such Person may certify or 
give an opinion with respect to some matters and one or more other 
such Persons as to other matters, and any such Person may certify or 
give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer or Director 
may be based, insofar as it relates to legal matters, upon a certificate 
or opinion of, or representations by, counsel, unless such officer or 
Director knows, or in the exercise of reasonable care should know, 
that the certificate or opinion or representations with respect to the 
matters upon which his certificate or opinion is based are erroneous.  
Any such certificate or Opinion of Counsel may be based, insofar as it 
relates to factual matters, upon a certificate or opinion of, or 
representations by, an officer or officers or Director or Directors 
stating that the information with respect to such factual matters is in 
the possession of the Company, unless such counsel knows, or in the 
exercise of reasonable care should know, that the certificate or 
opinion or representations with respect to such matters are 
erroneous.
Where any Person is required to make, give or execute 
two or more applications, requests, consents, certificates, statements, 
opinions or other instruments under this Indenture, they may, but 
need not, be consolidated and form one instrument.
SECTION 1.04.	Notices, Etc., to Trustee and 
Company.
Any request, demand, authorization, direction, notice, 
consent, waiver or Act of Holders or other document provided or 
permitted by this Indenture to be made upon, given or furnished to, 
or filed with,
(1)  	the Trustee by any Holder or by the 
Company or the Guarantor shall be sufficient for every 
purpose hereunder if made, given, furnished or filed in writing 
to or with the Trustee at its corporate trust office, or
(2)  	the Company by the Trustee or by any 
Holder shall be sufficient for every purpose hereunder (unless 
otherwise herein expressly provided) if in writing and mailed, 
first-class postage prepaid, to the Company addressed to it at 
the address of its registered office, with a copy addressed to 
the Guarantor at the address of its registered office, each as 
specified in the first paragraph of this instrument or at any 
other address previously furnished in writing to the Trustee by 
the Company.
SECTION 1.05.	Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of 
any event, such notice shall be sufficiently given (unless otherwise 
herein expressly provided) if in writing and mailed, first-class postage 
prepaid, to each Holder affected by such event, (i) in the case of a 
Holder of Registered Securities, at his address as it appears in the 
Security Register, and (ii) in the case of a Holder of Global Bearer 
Securities, at the address provided in or pursuant to the relevant 
Deposit Agreement of the relevant Book-Entry Depositary, not later 
than the latest date, and not earlier than the earliest date, prescribed 
for the giving of such notice.  In any case where notice to Holders is 
given by mail, neither the failure to mail such notice, nor any defect in 
any notice so mailed, to any particular Holder shall affect the 
sufficiency of such notice with respect to other Holders.
If Securities of any series are listed on the 
Luxembourg Stock Exchange and the rules of such Stock Exchange 
so require, notice to Holders of such Securities shall be published in a 
leading newspaper having general circulation in Luxembourg in 
addition to notifying the Book-Entry Depositary.
If, by reason of the suspension of regular mail service 
or by reason of any other cause, it shall be impracticable to give such 
notice by mail, then such notification as shall be made at the direction 
of the Company in a manner reasonably calculated, to the extent 
practicable under the circumstances, to provide prompt notice shall 
constitute a sufficient notification for every purpose hereunder.
Except as otherwise expressly provided herein or 
otherwise specified with respect to any Securities pursuant to Section 
2.05, where this Indenture provides for notice to Holders of Bearer 
Securities of any event and the rules of any securities exchange on 
which such Bearer Securities are listed so require, such notice shall be 
sufficiently given to Holders of such Bearer Securities if published in 
such newspaper or newspapers as may be specified in such Securities 
on a Business Day at least twice, the first such publication to be not 
earlier than the earliest date, and not later than the latest date, 
prescribed for the giving of such notice.  Any such notice by 
publication shall be deemed to have been given on the date of the first 
such publication.  In addition, notice to the Holder of any Global 
Bearer Security shall be given by mail in the manner provided above.
If by reason of any cause it shall be impracticable to 
publish any notice to Holders of Bearer Securities as provided above, 
then such notification to Holders of Bearer Securities as shall be 
given with the approval of the Trustee shall constitute sufficient 
notice to such Holders for every purpose hereunder.  Neither the 
failure to give notice by publication to Holders of Bearer Securities as 
provided above, nor any defect in any notice so published, shall affect 
the sufficiency of such notice with respect to other Holders of Bearer 
Securities or the sufficiency of any notice to Holders of Registered 
Securities given as provided herein.
Any request, demand, authorization, direction, notice, 
consent, waiver or Act required or permitted under this Indenture 
shall be in the English language, except that any published notice may 
be in an official language of the country of publication.
Where this Indenture provides for notice in any 
manner, such notice may be waived in writing by the Person entitled 
to receive such notice, either before or after the event, and such 
waiver shall be the equivalent of such notice.  Waivers of notice by 
Holders shall be filed with the Trustee, but such filing shall not be a 
condition precedent to the validity of any action taken in reliance 
upon such waiver.
SECTION 1.06.	Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts 
with any provision of the Trust Indenture Act or another provision 
which is required or deemed to be included in this Indenture by any of 
the provisions of the Trust Indenture Act, the provision or 
requirement of the Trust Indenture Act shall control.  If any provision 
of this Indenture modifies or excludes any provision of the Trust 
Indenture Act that may be so modified or excluded, such provision of 
the Trust Indenture Act shall be deemed to apply to this Indenture as 
so modified or excluded, as the case may be.
SECTION 1.07.	Effect of Headings and Table of 
Contents.
The Article and Section headings herein and the Table 
of Contents are for convenience only and shall not affect the 
construction hereof.
SECTION 1.08.	Successors and Assigns.
All covenants and agreements in this Indenture by the 
Company or the Guarantor shall bind their respective successors and 
assigns, whether so expressed or not.
SECTION 1.09.	Separability Clause.
In case any provision in this Indenture, in the 
Securities or in any Guarantee shall be invalid, illegal or 
unenforceable, the validity, legality and enforceability of the 
remaining provisions shall not in any way be affected or impaired 
thereby, to the extent permitted by relevant law.
SECTION 1.10.	Benefits of Indenture.
Nothing in this Indenture, in the Securities or in any 
Guarantee, express or implied, shall give to any Person, other than 
the parties hereto and their successors hereunder and the Holders, 
any benefit or any legal or equitable right, remedy or claim under this 
Indenture.
SECTION 1.11.	Governing Law.
This Indenture, the Securities and any Guarantee shall 
be governed by and construed in accordance with the laws of the 
State of New York.
SECTION 1.12.	Legal Holidays.
In any case where any Interest Payment Date, 
Redemption Date or Stated Maturity of any Security shall not be a 
Business Day at any Place of Payment, then (notwithstanding any 
other provision of this Indenture or of the Securities) payment of 
principal, premium, if any, or interest, if any, need not be made at 
such Place of Payment on such date, but may be made on the next 
succeeding Business Day at such Place of Payment, except that, if 
such Business Day is in the next succeeding calendar year, such 
payment shall be made on the immediately preceding Business Day, in 
each case with the same force and effect as if made on the Interest 
Payment Date or Redemption Date, or at the Stated Maturity, and no 
interest shall accrue for the period from and after such Interest 
Payment Date, Redemption Date or Stated Maturity, as the case may 
be.
ARTICLE II	

SECURITIES
SECTION 2.01.	Forms Generally.
The Securities of each series shall be in substantially 
the form appended to the supplemental indenture establishing such 
series, or in such other form as shall be established by or pursuant to 
a Board Resolution (or Officers' Certificate delivered pursuant 
thereto) or in each case with such appropriate insertions, omissions, 
substitutions and other variations as are required or permitted by this 
Indenture, a Board Resolution or one or more indentures 
supplemental hereto, and may have such letters, numbers or other 
marks of identification and such legends or endorsements placed 
thereon as may be required to comply with the rules of any securities 
exchange or as may, consistently herewith, be determined by the 
Director or Directors executing such Securities, as evidenced by the 
Director's or Directors' execution of the Securities.  If the form of 
Securities of any series is established by action taken pursuant to a 
Board Resolution, a copy of an appropriate record of such action 
shall be certified by an authorized Director or officer of the Company 
and delivered to the Trustee at or prior to the delivery of the 
Company Order contemplated by Section 2.07 for the authentication 
and delivery of such Securities.
The Trustee's certificates of authentication shall be in 
substantially the form set forth in Section 2.02 or 2.03 or in a Board 
Resolution (or Officers' Certificate delivered pursuant thereto) or an 
indenture supplemental hereto.
If Article XV and the other provisions of the 
Indenture relating to the Guarantee of the Securities of any series are 
applicable to such series, the Guarantor's Guarantee shall be in 
substantially the form set forth in Section 2.04 or in a Board 
Resolution (or Officers' Certificate delivered pursuant thereto) or an 
indenture supplemental hereto.
The definitive Securities shall be printed, lithographed 
or engraved on steel engraved borders or may be produced in any 
other manner, all as determined by the Director or Directors 
executing such Securities, as evidenced by the Director's or 
Directors' execution of such Securities.
SECTION 2.02.	Form of Trustee's Certificate of 
Authentication.
This is one of the Securities of the series designated 
herein and referred to in the within-mentioned Indenture.
Dated:
	______________________ as Trustee



	By:		
		Authorized 
Signatory

SECTION 2.03.	Form of Trustee's Certificate of 
Authentication by an Authenticating Agent.
If at any time there shall be an Authenticating Agent 
appointed with respect to any series of Securities, then the Trustee's 
Certificate of Authentication by such Authenticating Agent to be 
borne by the Securities of each such series shall be substantially as 
follows:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated 
herein and referred to in the within-mentioned Indenture.
Dated:	______________________ as 
Trustee


	By:	[NAME OF 
AUTHENTICATING AGENT]
		Authenticating Agent


	By:		
		Authorized Signatory

SECTION 2.04.	Form of Guarantee.
FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a private company with limited liability 
incorporated and existing under the laws of England and Wales (the 
"Guarantor", which term includes any successor Person under the 
Indenture referred to in the Security on which this notation is 
endorsed), hereby fully and unconditionally guarantees to the Holder 
of the accompanying Security issued by Yorkshire Power Finance 
Limited (the "Company"), pursuant to the terms of the Guarantee 
contained in Article XV of the Indenture, the due and punctual 
payment of the principal of and premium, if any, and interest, if any, 
on this Security (and any Additional Amounts or Additional Interest 
payable in respect thereof), when and as the same shall become due 
and payable, whether at Stated Maturity, by declaration of 
acceleration, call for redemption or otherwise, in accordance with the 
terms of this Security and the Indenture.  In case of the failure of the 
Company punctually to pay any such principal, premium, if any, or 
interest, if any, the Guarantor hereby agrees to cause any such 
payment to be made punctually when and as the same shall become 
due and payable as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the 
Indenture are expressly set forth in Article XV  of the Indenture, and 
reference is hereby made to such Article and Indenture for the precise 
terms of the Guarantee.
THIS GUARANTEE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon 
which this notation of the Guarantee is endorsed shall have been 
executed by the Trustee under the Indenture by the manual signature 
of one of its authorized officers.

	YORKSHIRE POWER 
GROUP LIMITED



	By:		
		Authorized 
Signatory

SECTION 2.05.	Amount Unlimited; Issuable in 
Series.
The aggregate principal amount of Securities which 
may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series.  
Prior to the authentication, issuance and delivery of Securities of any 
series there may be established by specification in a supplemental 
indenture or in a Board Resolution, or in an Officers' Certificate 
pursuant to a supplemental indenture or a Board Resolution:
(a)  	the title of the Securities of such series (which 
shall distinguish the Securities of such series from Securities 
of all other series);
(b)  	any limit upon the aggregate principal amount 
of the Securities of such series which may be authenticated 
and delivered under this Indenture (except for Securities 
authenticated and delivered upon registration of transfer of, or 
in exchange for, or in lieu of, other Securities of such series 
pursuant to Section 2.09, 2.10, 2.11, 9.04 or 13.05 and 
except for any Securities which, pursuant to Section 2.07, are 
deemed never to have been authenticated and delivered 
hereunder);
(c)  	the Person or Persons (without specific 
identification) to whom interest on Securities of such series 
shall be payable on any Interest Payment Date, if other than 
the bearer (in the case of a Bearer Security) or the Persons in 
whose names such Securities (or one or more Predecessor 
Securities) are registered at the close of business on the 
Regular Record Date for such interest (in the case of a 
Registered Security);
(d)  	the date or dates, if any, on which the principal 
of the Securities of such series is payable or any formulary or 
other method or other means by which such date or dates 
shall be determined, by reference to an index or other fact or 
event ascertainable outside this Indenture or otherwise 
(without regard to any provisions for redemption, 
prepayment, declaration of acceleration, purchase or 
extension);
(e)  	the rate or rates at which the Securities of such 
series shall bear interest, if any (including the rate or rates at 
which overdue principal shall bear interest, if different from 
the rate or rates at which such Securities shall bear interest 
prior to the Stated Maturity, if any, and, if applicable, the rate 
or rates at which overdue premium or interest shall bear 
interest, if any), or any formulary or other method or other 
means by which such rate or rates shall be determined, by 
reference to an index or other fact or event ascertainable 
outside this Indenture or otherwise; the date or dates from 
which such interest shall accrue; the Interest Payment Dates 
on which such interest shall be payable and the Regular 
Record Date, if any, for the interest payable on such 
Securities on any Interest Payment Date; the right of the 
Company, if any, to extend the interest payment periods and 
the duration of any such extension or to defer the payment of 
interest as contemplated by Section 2.17; the obligation of the 
Company to pay Additional Interest as contemplated by 
Section 3.10; and the right, if any, to extend or advance the 
Stated Maturity of the Securities and the conditions to such 
extension or advancement;
(f)  	the place or places at which or methods by 
which (1) the principal of and premium, if any, and interest, if 
any, on Securities of such series shall be payable, if any, in 
addition to or in place of the Corporate Trust Office, (2) 
registration of transfer of Securities of such series may be 
effected (in the case of Registered Securities), (3) exchanges 
of Securities of such series may be effected and (4) notices 
and demands to or upon the Company in respect of the 
Securities of such series and this Indenture may be served; the 
Security Registrar and Paying Agent or Agents for such 
series; and if such is the case, and if acceptable to the Trustee, 
that the principal of such Securities shall be payable without 
presentment or surrender thereof;
(g)  	the period or periods within which, or the date 
or dates on which, the price or prices at which and the terms 
and conditions upon which the Securities of such series may 
be redeemed, in whole or in part, at the option of the 
Company and any restrictions on such redemptions, including 
but not limited to a restriction on a partial redemption by the 
Company of the Securities of any series, resulting in delisting 
of such Securities from any national exchange;
(h)  	the obligation or obligations, if any, of the 
Company to redeem or purchase the Securities of such series 
pursuant to any sinking fund or other analogous mandatory 
redemption provisions or at the option of a Holder thereof 
and the period or periods within which or the date or dates on 
which, the price or prices at which and the terms and 
conditions upon which such Securities shall be redeemed or 
purchased, in whole or in part, pursuant to such obligation;
(i)  	the denominations in which Securities of such 
series shall be issuable if other than denominations of $25 and 
any integral multiple thereof;
(j)  	the currency or currencies, including 
composite currencies, in which payment of the principal of 
and premium, if any, and interest, if any, on the Securities of 
such series shall be payable (if other than in Dollars);
(k)  	if the principal of or premium, if any, or 
interest, if any, on the Securities of such series are to be 
payable, at the election of the Company or a Holder thereof, 
in a coin or currency other than that in which the Securities 
are stated to be payable, the period or periods within which 
and the terms and conditions upon which, such election may 
be made;
(l)  	if the principal of or premium, if any, or 
interest, if any, on the Securities of such series are to be 
payable, or are to be payable at the election of the Company 
or a Holder thereof, in securities or other property, the type 
and amount of such securities or other property, or the 
formulary or other method or other means by which such 
amount shall be determined, and the period or periods within 
which, and the terms and conditions upon which, any such 
election may be made;
(m)  	any restriction or condition on the 
transferability of a series of Securities;
(n)  	if the amount payable in respect of principal of 
or premium, if any, or interest, if any, on the Securities of 
such series may be determined with reference to an index or 
other fact or event ascertainable outside this Indenture, the 
manner in which such amounts shall be determined to the 
extent not established pursuant to clause (e) of this paragraph;
(o)  	if other than the principal amount thereof, the 
portion of the principal amount of Securities of such series 
which shall be payable upon declaration of immediate 
payability pursuant to Section 5.01;
(p)  	any Events of Default, in addition to those 
specified in Section 5.01 with respect to the Securities of such 
series, and any covenants of the Company or Guarantor for 
the benefit of the Holders of the Securities of such series in 
addition to those set forth in Article III;
(q)  	the terms, if any, pursuant to which the 
Securities of such series may be converted into or exchanged 
for shares of capital stock or other securities of the Company 
or any other Person;
(r)  	the obligations or instruments, if any, which 
shall be considered to be Government Obligations in respect 
of the Securities of such series denominated in a currency 
other than Dollars or in a composite currency, and any 
additional or alternative provisions for the reinstatement of 
the Company's indebtedness in respect of such Securities after 
the satisfaction and discharge thereof as provided in Section 
11.01;
(s)  	if the Securities of such series are to be issued 
in whole or in part in the form of one of more Global 
Securities, (i) whether beneficial owners of interests in any 
such Global Security or Securities may exchange such 
interests for definitive Registered Securities, of such series of 
like tenor and of authorized form and denomination and the 
circumstances under which any such exchanges may occur, if 
other than in the manner provided in Section  2.10 and (ii) the 
Book-Entry Depositary for such Global Security or 
Securities;
(t)  	if the Securities of such series are to be 
issuable as definitive Bearer Securities, any and all matters 
incidental thereto which are not specifically addressed in a 
supplemental indenture as contemplated by clause (h) of 
Section 9.01;
(u)  	to the extent not established pursuant to clause 
(s) of this paragraph, any limitations on the rights of the 
Holders of the Securities of such Series to transfer or 
exchange such Securities or to obtain the registration of 
transfer thereof; and if a service charge will be made for the 
registration of transfer or exchange of Securities of such 
series, the amount or terms thereof;
(v)  	any exceptions to Section 1.01, or variation in 
the definition of Business Day, with respect to the Securities 
of such series;
(w)  	if applicable to such series, the designation of 
the Business Trust to which Securities of such series are to be 
initially issued; 
(x)  	if Article XV and the other provisions of this 
Indenture relating to the Guarantee of the Securities are 
applicable to such series; and
(y)  	any other terms of the Securities of such series 
not inconsistent with the provisions of this Indenture.
The Securities of each series shall be subordinated in 
right of payment to Senior Debt of the Company as provided in 
Article XIV and if Article XV and the other provisions of the 
Indenture relating to the Guarantee of the Securities of any series are 
applicable to such series, such Guarantee shall be subordinated in 
right of payment to Senior Debt of the Guarantor as provided in 
Section 15.07.
SECTION 2.06.	Denominations.
The Securities of each series shall be issuable in bearer 
form or in registered form without coupons, except as otherwise 
expressly provided in a supplemental indenture hereto, in such 
denominations as shall be specified as contemplated by Section 2.05.  
In the absence of any such provisions with respect to the Securities of 
any series, the Securities of such series shall be issuable in 
denominations of $25 and any integral multiple thereof.
SECTION 2.07.	Execution, Authentication, 
Delivery and Dating.
The Securities shall be executed on behalf of the 
Company by any Director, the Secretary or any other signatory of the 
Company so authorized and need not be attested.  Definitive 
Registered Securities of any series may have the Company's seal 
reproduced thereon which need not be attested.  The Securities of 
any series shall be executed by such additional Director or authorized 
signatory, if any, as shall be specified pursuant to Section 2.05.  The 
signature of any of these authorized signatories on the Securities may 
be manual or facsimile.
Securities bearing the manual or facsimile signature of 
any individual who was at any time the proper Director or authorized 
signatory of the Company shall bind the Company, notwithstanding 
that such individual has ceased to hold such office prior to the 
authentication and delivery of such Securities or did not hold such 
office at the date of authentication of such Securities.
At any time and from time to time after the execution 
and delivery of this Indenture, the Company may deliver Securities of 
any series executed by the Company to the Trustee for 
authentication, together with a Company Order for the authentication 
and delivery of such Securities, and the Trustee in accordance with 
such Company Order shall manually authenticate and deliver such 
Securities.  If the form or terms of the Securities of the series have 
been established in or pursuant to one or more Board Resolutions as 
permitted by Sections 2.01 and 2.05, in authenticating such 
Securities, and accepting the additional responsibilities under this 
Indenture in relation to such Securities, the Trustee shall be entitled 
to receive, and (subject to Section 6.01) shall be fully protected in 
relying upon, an Opinion of Counsel stating,
(a)  	if the form of such Securities has been 
established by or pursuant to Board Resolution as permitted 
by Section 2.01, that such form has been established in 
conformity with the provisions of this Indenture;
(b)  	if the terms of such Securities have been 
established by or pursuant to Board Resolution as permitted 
by Section 2.05, that such terms have been established in 
conformity with the provisions of this Indenture; and
(c)  	that such Securities, when authenticated and 
delivered by the Trustee and issued by the Company in the 
manner and subject to any conditions specified in such 
Opinion of Counsel, together with, if applicable to such 
Securities, the Guarantee, will constitute valid and legally 
binding obligations of the Company and the Guarantor, as the 
case may be, enforceable in accordance with their terms, 
subject to bankruptcy, insolvency, reorganization and other 
laws of general applicability relating to or affecting the 
enforcement of creditors' rights and to general principles of 
equity.
Notwithstanding the provisions of Section 2.05 and of 
the preceding paragraph, if all Securities of a series are not to be 
originally issued at one time, it shall not be necessary to deliver the 
Officers' Certificate otherwise required pursuant to Section 2.05 or 
the Company Order and Opinion of Counsel otherwise required 
pursuant to such preceding paragraph at or prior to the time of 
authentication of each Security of such series if such documents are 
delivered at or prior to the time of authentication upon original 
issuance of the first Security of such series to be issued.
Each Security shall be dated the date of its 
authentication.
No Security shall be entitled to any benefit under this 
Indenture or be valid or obligatory for any purpose unless there 
appears on such Security a certificate of authentication substantially 
in the form provided for herein executed by the Trustee or an 
Authenticating Agent by manual signature, and such certificate upon 
any Security shall be conclusive evidence, and the only evidence, that 
such Security has been duly authenticated and delivered hereunder 
and is entitled to the benefits of this Indenture.  Notwithstanding the 
foregoing, if any Security shall have been authenticated and delivered 
hereunder but never issued and sold by the Company, and the 
Company shall deliver such Security to the Trustee for cancellation as 
provided in Section 2.14 together with a written statement (which 
need not be accompanied by an Opinion of Counsel) stating that such 
Security has never been issued and sold by the Company, for all 
purposes of this Indenture such Security shall be deemed never to 
have been authenticated and delivered hereunder and shall never be 
entitled to the benefits of this Indenture.
SECTION 2.08.	Transfer Agent and Paying Agent.
For so long as the Securities are listed on the 
Luxembourg Stock Exchange and such Stock Exchange shall so 
require, the Company shall maintain a Paying Agent and Transfer 
Agent in Luxembourg.
The Company shall enter into an appropriate agency 
agreement with any Registrar, Transfer Agent or Paying Agent not a 
party to this Indenture, which shall implement the provisions of this 
Indenture that relate to such Person.  The Company shall notify the 
Trustee of the name and address of any such Person.  If the Company 
fails to maintain a Registrar or Paying Agent, the Trustee shall act as 
such and shall be entitled to appropriate compensation therefor 
pursuant to Section 6.06.  The Company initially appoints the Trustee 
as Registrar, Transfer Agent and Principal Paying Agent in The City 
of New York and Banque Generale du Luxembourg S.A. as Paying 
Agent and Transfer Agent in Luxembourg in connection with the 
Securities.
Banque Generale du Luxembourg S.A. shall be 
responsible for only those duties that are described in the provisions 
of this Indenture that relate to the Paying Agent and Transfer Agent.  
No implied duties or obligations shall be read into this Indenture 
against Banque Generale du Luxembourg S.A.  It is understood and 
agreed that the actions taken by Banque Generale du Luxembourg 
S.A. as Paying Agent and Transfer Agent shall be limited to actions 
including definitive Registered Securities.
SECTION 2.09.	Temporary Securities.
Pending the preparation of a permanent Global 
Security or definitive Securities of any series, the Company may 
execute, and upon receipt of a Company Order the Trustee or the 
Authenticating Agent shall authenticate, and deliver, temporary 
Securities which are printed, lithographed, typewritten, 
mimeographed or otherwise produced, in any authorized 
denomination, substantially of the tenor of the definitive Securities in 
lieu of which they are issued, in registered form or, if authorized, in 
bearer form, and with such appropriate insertions, omissions, 
substitutions and other variations as the officer or officers executing 
such Securities may determine, as evidenced by their execution of 
such Securities.
If temporary Securities of any series are issued, the 
Company will cause definitive Securities of that series to be prepared 
without unreasonable delay.  After the preparation of definitive 
Securities of such series, the temporary Securities of such series shall 
be exchangeable for definitive Securities of such series upon 
surrender of the temporary Securities of such series at the office or 
agency of the Company in a Place of Payment for that series, without 
charge to the Holder except as provided in Section 2.10 in connection 
with a transfer and except that a Person receiving definitive Bearer 
Securities shall bear the cost of insurance, postage, transportation and 
the like.  Upon surrender for cancellation of any one or more 
temporary Securities of any series the Company shall execute and the 
Trustee or the Authenticating Agent shall authenticate and deliver in 
exchange therefor a like principal amount of definitive Securities of 
the same series and of like tenor of authorized denominations.
Upon any exchange of a portion of a temporary 
Global Security for a definitive Global Security for the individual 
Securities represented thereby pursuant to this Section 2.09 or 
Section 2.10, the temporary Global Security shall be endorsed by the 
Trustee to reflect the reduction of the principal amount of such 
temporary Global Security, and such principal amount shall be 
reduced for all purposes by the amount so exchanged and endorsed.
SECTION 2.10.	Registration, Registration of 
Transfer and Exchange.
The Company shall cause to be kept at the corporate 
trust office a register (the register maintained in such office and in any 
other office or agency of the Company in a Place of Payment being 
herein sometimes collectively referred to as the "Security Register") 
in which, subject to such reasonable regulations as it may prescribe, 
the Company shall provide for the registration of Registered 
Securities and of transfers of Registered Securities.  The Trustee is 
hereby appointed "Security Registrar" for the purpose of registering 
Registered Securities and transfers of Registered Securities as herein 
provided.  The Company may have one or more co-registrars and the 
term "Security Registrar" includes any co-registrar.
Upon surrender for registration of transfer of any 
Registered Security of any series at the office or agency in a Place of 
Payment for that series, the Company shall execute, and the Trustee 
or the Authenticating Agent shall authenticate and deliver, in the 
name of the designated transferee or transferees, one or more new 
Registered Securities of the same series, of any authorized 
denominations and of a like aggregate principal amount and tenor.
At the option of the Holder, any Registered Security 
or Registered Securities of any series, other than a Global Security, 
may be exchanged for other Registered Securities of the same series, 
of any authorized denominations and of a like aggregate principal 
amount and tenor, upon surrender of the Registered Securities to be 
exchanged at such office or agency.  Whenever any Securities are so 
surrendered for exchange, the Company shall execute, and upon 
receipt of a Company Order the Trustee or the Authenticating Agent 
shall authenticate and deliver, the Registered Securities which the 
Holder making the exchange is entitled to receive.  Bearer Securities 
may not be delivered by the Trustee, the Authenticating Agent or the 
Security Registrar in exchange for Registered Securities.
All Securities issued upon any registration of transfer 
or exchange of Registered Securities shall be the valid obligations of 
the Company, evidencing the same debt, and entitled to the same 
benefits under this Indenture, as the Registered Securities surrendered 
upon such registration of transfer or exchange.
Every Registered Security presented or surrendered 
for registration of transfer or for exchange shall (if so required by the 
Company or the Trustee) be duly endorsed, or be accompanied by a 
written instrument of transfer in form satisfactory to the Company 
and the Security Registrar duly executed, by the Holder thereof or his 
attorney duly authorized in writing.
Interests in a Global Security or Securities may be 
exchanged for definitive Registered Securities of the same series in 
whole or in part only under the circumstances provided in this 
Indenture, in an Officers' Certificate (pursuant to a Board 
Resolution) or in an indenture supplemental hereto pursuant to which 
Securities of that series are issued or in the Securities of that series.  
In such event the Company will execute, and the Trustee or the 
Authenticating Agent, upon receipt of a Company Order for the 
authentication and delivery of definitive Registered Securities of such 
series, will authenticate and deliver such definitive Registered 
Securities.  Any such definitive Registered Securities so issued shall 
be registered in the name of such Person or Persons as the 
Book-Entry Depositary shall instruct the Trustee and the Security 
Registrar in writing.  The Trustee or the Security Registrar shall 
deliver such definitive Registered Securities to the Persons in whose 
names such definitive Registered Securities are so registered.  Upon 
the exchange (i) in whole of a Global Security or Securities for 
definitive Registered Securities in equal aggregate principal amount, 
such Global Security or Securities shall be delivered to the Trustee 
for cancellation or (ii) in part of a Global Security or Securities for 
definitive Registered Securities, then the principal amount of such 
Global Security or Securities shall be reduced by an endorsement on 
such Global Security or Securities in an amount equal to the 
aggregate principal amount of such definitive Registered Securities.  
Interests in a Global Security or Securities may not be exchanged for 
definitive Bearer Securities.  Notwithstanding the foregoing, interests 
in a Global Security may not be exchanged for definitive Registered 
Securities during the sixteen day period immediately prior to and 
including each Interest Payment Date.
No service charge shall be made to the Holder for any 
registration of transfer or exchange of Securities, but the Company 
may require payment of a sum sufficient to cover any tax or other 
governmental charge that may be imposed in connection with any 
registration of transfer or exchange of Securities, other than 
exchanges pursuant to Sections 2.09, 9.04 or 13.05 not involving any 
transfer.
The Company shall not be required (i) to issue, 
register the transfer of or exchange Securities of any series during a 
period beginning at the opening of business 15 days before the day of 
the mailing of a notice of redemption under Section 13.03 and ending 
at the close of business on the day of such mailing, (ii) to register the 
transfer of or exchange any Registered Security so selected for 
redemption in whole or in part, except the unredeemed portion of any 
Security being redeemed in part or (iii) to exchange any Bearer 
Security so selected for redemption except that such a Bearer 
Security may be exchanged for a Registered Security of the series 
(but only if and under the circumstances for which the Securities of 
such series are issuable as Registered Securities), provided that such 
Registered Security shall be immediately surrendered for redemption 
with written instructions for payment consistent with the provisions 
of this Indenture.
The provisions of this Section 2.10 are, with respect 
to any Global Security, subject to Section 2.16 hereof.
SECTION 2.11.	Mutilated, Destroyed, Lost and 
Stolen Securities.
If any mutilated Security is surrendered to the Trustee, 
the Company shall execute and the Trustee shall authenticate and 
deliver in exchange therefor a new Security of the same series and of 
like tenor and principal amount and bearing a number not 
contemporaneously outstanding.
If there shall be delivered to the Company and the 
Trustee (i) evidence to their satisfaction of the destruction, loss or 
theft of any Security and (ii) such Security or indemnity as may be 
required by them to save each of them and any agent of either of 
them harmless, then, in the absence of notice to the Company or the 
Trustee that such Security has been acquired by a bona fide 
purchaser, the Company shall execute and upon its written request 
the Trustee shall authenticate and deliver, in lieu of any such 
destroyed, lost or stolen Security, a new Security of the same series 
and of like tenor and principal amount and bearing a number not 
contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen 
Security has become or is about to become due and payable, the 
Company in its discretion may, instead of issuing a new Security, pay 
such Security.
Upon the issuance of any new Security under this 
Section 2.11, the Company may require the payment of a sum 
sufficient to cover any tax or other governmental charge that may be 
imposed in relation thereto and any other expenses (including the fees 
and expenses of the Trustee) connected therewith.
Every new Security of any series issued pursuant to 
this Section 2.11 in lieu of any destroyed, lost or stolen Security shall 
constitute an original additional contractual obligation of the 
Company, whether or not the destroyed, lost or stolen Security shall 
be at any time enforceable by anyone, and shall be entitled to all the 
benefits of this Indenture equally and proportionately with any and all 
other Securities of that series duly issued hereunder.
The provisions of this Section 2.11 are exclusive and 
shall preclude (to the extent lawful) all other rights and remedies with 
respect to the replacement or payment of mutilated, destroyed, lost or 
stolen Securities.
SECTION 2.12.	Payment of Interest; Interest Rights 
Reserved.
Interest on any Security which is payable, and is 
punctually paid or duly provided for, on any Interest Payment Date 
shall be paid (in the case of a Bearer Security) to the bearer thereof 
and (in the case of a Registered Security) to the Person in whose 
name that Registered Security (or one or more Predecessor 
Securities) is registered at the close of business on the Regular 
Record Date for such interest.
Payment of interest, if any, in respect of any 
Registered Security other than at Stated Maturity will be made by 
check mailed to the address of the Person entitled thereto as such 
Person's address appearing in the Security Register.  Payment of 
interest, if any, in respect of any Registered Security may also be 
made, in the case of a Holder of at least $1,000,000 aggregate 
principal amount of Registered Securities, and payment of interest, if 
any, in respect of a Global Registered Security shall be made, by wire 
transfer to a Dollar account maintained by the Holder with a bank in 
the United States; provided that such Holder elects payment by wire 
transfer by giving written notice to the Trustee or a Paying Agent to 
such effect designating such account no later than 15 days 
immediately preceding the relevant due date for payment (or such 
other date as the Trustee may accept in its discretion).
Any interest on any Security of any series which is 
payable but is not punctually paid or duly provided for, on any 
Interest Payment Date (herein called "Defaulted Interest") shall, in 
the case of Registered Securities, forthwith cease to be payable to the 
Holder thereof on the relevant Regular Record Date by virtue of 
having been such Holder, and such Defaulted Interest may be paid by 
the Company, at its election in each case, as provided in clause (1) or 
(2) below:
(1)  	The Company may elect to make 
payment of any Defaulted Interest to the Persons in whose 
names the Registered Securities of such series (or their 
respective Predecessor Securities) are registered at the close 
of business on a Special Record Date for the payment of such 
Defaulted Interest, which shall be fixed in the following 
manner.  The Company shall notify the Trustee in writing of 
the amount of Defaulted Interest proposed to be paid on each 
Registered Security of such series and the date of the 
proposed payment, and at the same time the Company shall 
deposit with the Trustee an amount of money equal to the 
aggregate amount proposed to be paid in respect of such 
Defaulted Interest or shall make arrangements satisfactory to 
the Trustee for such deposit prior to the date of the proposed 
payment, such money when deposited to be held in trust for 
the benefit of the Persons entitled to such Defaulted Interest 
as in this clause provided.  Thereupon the Trustee shall fix a 
Special Record Date for the payment of such Defaulted 
Interest which shall be not more than 15 days and not less 
than 10 days prior to the date of the proposed payment and 
not less than 10 days after the receipt by the Trustee of the 
notice of the proposed payment.  Unless the Trustee is acting 
as the Security Registrar, promptly after such Special Record 
Date, the Company shall furnish the Trustee with a list, or 
shall make arrangements satisfactory to the Trustee with 
respect thereto, of the names and addresses of, and respective 
principal amounts of such Registered Securities held by, the 
Holders appearing on the Security Register at the close of 
business on such Special Record Date.  The Trustee shall 
promptly notify the Company of such Special Record Date 
and, in the name and at the expense of the Company, shall 
cause notice of the proposed payment of such Defaulted 
Interest and the Special Record Date therefor to be mailed, 
first-class postage prepaid, to each Holder of Securities of 
such series at his address as it appears in the Security 
Register, not less than 10 days prior to such Special Record 
Date.  Notice of the proposed payment of such Defaulted 
Interest and the Special Record Date therefor having been so 
mailed, such Defaulted Interest shall be paid to the Persons in 
whose names the Securities of such series (or their respective 
Predecessor Securities) are registered at the close of business 
on such Special Record Date and shall no longer be payable 
pursuant to the following clause (2).
(2)  	The Company may make payment of 
any Defaulted Interest on the Registered Securities of any 
series or any Global Registered Security in any other lawful 
manner not inconsistent with the requirements of any 
securities exchange on which such Registered Securities may 
be listed, and upon such notice as may be required by such 
exchange.
Defaulted Interest on Bearer Securities shall be 
payable to the bearer thereof at the time of payment of such 
Defaulted Interest by the Company.
Subject to the foregoing provisions of this Section 
2.12, each Security delivered under this Indenture upon registration 
of transfer of or in exchange for or in lieu of any other Security, shall 
carry the rights to interest accrued and unpaid, and to accrue, which 
were carried by such other Security.
SECTION 2.13.	Persons Deemed Owners.
Prior to due presentment of a Registered Security for 
registration of transfer, the Company, the Trustee and any agent of 
the Company or the Trustee may treat the Person in whose name 
such Registered Security is registered as the owner of such 
Registered Security for the purpose of receiving payment of principal 
of and premium, if any, and (subject to Section 2.12) interest, if any, 
on such Registered Security and for all other purposes whatsoever, 
whether or not such Registered Security be overdue, and neither the 
Company, the Trustee nor any agent of the Company or the Trustee 
shall be affected by notice to the contrary.  All such payments so 
made to any such person, or upon such person's order, shall be valid, 
and, to the extent of the sums so paid, effectual to satisfy and 
discharge the liability for monies payable upon any such Security.
The Company, the Trustee and any agent of the 
Company or the Trustee may treat the Book-Entry Depositary for a 
Global Bearer Security as the absolute owner of such Global Bearer 
Security for the purpose of receiving payment thereof or on account 
thereof and for all other purposes whatsoever, whether or not such 
Global Bearer Security or coupon be overdue, and neither the 
Company or the Trustee nor any agent of the Company or the 
Trustee shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global 
Security held on its behalf by a Book-Entry Depositary shall have any 
rights under this Indenture with respect to such Global Security, and 
such Book-Entry Depositary may be treated by the Company, the 
Trustee, and any agent of the Company or the Trustee as the owner 
of such Global Security for all purposes whatsoever.  
Notwithstanding the foregoing, nothing herein shall impair, as 
between a Book-Entry Depositary and such holders of beneficial 
interests, the operation of customary practices governing the exercise 
of the rights of the Book-Entry Depositary as holder of any Security.
SECTION 2.14.	Cancellation.
All Securities surrendered for payment, redemption, 
registration of transfer or exchange or for credit against any sinking 
fund payment shall, if surrendered to any Person other than the 
Trustee, be delivered to the Trustee and shall be promptly canceled 
by it.  The Company may at any time deliver to the Trustee for 
cancellation any Securities previously authenticated and delivered 
hereunder which the Company may have acquired in any manner 
whatsoever, and all Securities so delivered shall be promptly canceled 
by the Trustee.  No Securities shall be authenticated in lieu of or in 
exchange for any Securities canceled as provided in this Section 2.14, 
except as expressly permitted by this Indenture.  All canceled 
Securities held by the Trustee shall be disposed of as directed by a 
Company Order, provided, however, the Trustee shall not be required 
to destroy such canceled Securities.
SECTION 2.15.	Computation of Interest.
Except as otherwise specified as contemplated by 
Section 2.05 for Securities of any series, interest, if any, on the 
Securities of each series for any full period shall be computed on the 
basis of a 360-day year of twelve 30-day months and for any partial 
period shall be computed on the basis of the number of days elapsed 
in a 360-day year of twelve 30-day months.
SECTION 2.16.	Global Securities.
If the Company shall establish pursuant to Section 
2.05 that the Securities of a particular series are to be issued in the 
form of a Global Security, then the Company shall execute and the 
Trustee shall, in accordance with Section 2.07, authenticate and 
deliver, a Global Security or Securities which (i) shall represent, and 
shall be denominated in an aggregate amount equal to the aggregate 
principal amount of, all of the Outstanding Securities of such series, 
(ii) shall be in bearer form or, if in registered form, registered in the 
name of the Book-Entry Depositary or its nominee, (iii) shall be 
delivered by the Trustee to the Book-Entry Depositary or pursuant to 
the Book-Entry Depositary's instruction and (iv) shall bear a legend 
substantially to the following effect:
"This Security is a Global Security within the meaning 
of the Indenture hereinafter referred to and if this Security is in bearer 
form, is held by a Book-Entry Depositary or, if this Security is in 
registered form, is registered in the name of a Book-Entry Depositary 
or a nominee of a Book-Entry Depositary.  This Security is 
exchangeable for Securities, if this Security is in bearer form, held by, 
or if this Security is in registered form, registered in the name of, a 
person other than the Book-Entry Depositary or its nominee only in 
the limited circumstances described in the Indenture.
Unless this Global Security is presented by an 
authorized representative of the Book-Entry Depositary to the 
Company or its agent for registration of transfer, if this Security is in 
registered form, exchange or payment, and any definitive Registered 
Security is issued in the name or names as directed in writing by the 
Book-Entry Depositary, ANY TRANSFER, PLEDGE OR OTHER 
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY 
PERSON IS WRONGFUL in as much as the bearer or the registered 
owner hereof, as the case may be, the Book-Entry Depositary, has an 
interest herein."
Unless and until definitive Registered Securities of a 
series are issued in exchange for the Global Security of a series as 
permitted by this Indenture, the Global Security of a series may be 
transferred, in whole but not in part and in the manner provided in 
Section 2.10, only to another nominee of the Book-Entry Depositary 
for such series, or to a successor Book-Entry Depositary for such 
series selected or approved by the Company or to a nominee of such 
successor Book-Entry Depositary.
No Security that is not a Global Bearer Security may 
be payable to bearer (except as otherwise provided in an indenture 
supplemental hereto or in an Officers' Certificate (pursuant to a 
Board Resolution) pursuant to Section 2.05(s)).
SECTION 2.17.	Extension of Interest Payment 
Period; Deferral of Interest Payment.
The Company shall have the right at any time, so long 
as no Event of Default shall have occurred and be continuing with 
respect to the Securities of any series hereunder, to extend interest 
payment periods, or to defer the payment of interest, on all Securities 
of one or more series, if so specified as contemplated by Section 2.05 
with respect to such Securities and upon such terms as may be 
specified as contemplated by Section 2.05 with respect to such 
Securities.
SECTION 2.18.	CUSIP Numbers.
The Company in issuing the Securities of any series 
may use "CUSIP" numbers (if then generally in use), and, if so, the 
Trustee shall use "CUSIP" numbers in notices of redemption as a 
convenience to Holders; provided that any such notice may state that 
no representation is made as to the correctness of such numbers 
either as printed on the Securities of such series or as contained in 
any notice of a redemption and that reliance may be placed only on 
the other identification numbers printed on the Securities of such 
series, and any such prepayment shall not be affected by any defect in 
or omission of such numbers.  The Company will promptly notify the 
Trustee of any change in the CUSIP numbers.
ARTICLE III	

COVENANTS
SECTION 3.01.	Payment of Principal, Premium and 
Interest.
The Company covenants and agrees for the benefit of 
each series of Securities that it will duly and punctually pay the 
principal of and premium, if any, and interest and Additional Amounts 
and Additional Interest, if any, on the Securities of that series in 
accordance with the terms of the Securities and this Indenture.  An 
installment of principal of or interest on the Securities of a series shall 
be considered paid on the date it is due if the Trustee or Paying Agent 
holds at 11:00 a.m.  New York City time on that date money 
deposited by the Company in immediately available funds and 
designated for, and sufficient to pay, the installment in full.
When Securities of a series or Book-Entry Interests 
are held by or on behalf of a Business Trust, neither the Company, 
the Guarantor, nor any agent of the Company or the Guarantor will 
have any responsibility or liability for any aspect relating to payments 
made or to be made by the Book-Entry Depositary to such Business 
Trust in respect of the Securities of such series or such Book-Entry 
Interests.  When Securities of such series or such Book-Entry 
Interests are held by DTC, neither the Company, the Guarantor, nor 
any agent of the Company or the Guarantor will have any 
responsibility or liability for any aspect relating to payments made or 
to be made by the Book-Entry Depositary to DTC in respect of the 
Securities of such series or such Book-Entry Interests.  None of the 
Company, the Trustee, the Book-Entry Depositary or any agent of 
any of the foregoing will have any responsibility or liability for any 
aspect relating to payments made or to be made by DTC on account 
of a participant's or indirect participant's ownership of an interest in 
such Book-Entry Interests or for maintaining, supervising or 
reviewing any records relating to a participant's interests in such 
Book-Entry Interests.
SECTION 3.02.	Maintenance of Office or Agency.
The Company will maintain (i) in the Borough of 
Manhattan, The City of New York, an office or agency where 
Securities of any series may be presented or surrendered for payment, 
and where notices and demands to or upon the Company in respect of 
the Securities of such series and this Indenture may be served and if 
definitive Registered Securities have been issued, an office or agency 
of a Transfer Agent where Securities may be surrendered for 
registration of transfer or exchange, and (ii) an office or agency of a 
Paying Agent where the Securities may be paid in Luxembourg so 
long as the Securities are listed on the Luxembourg Stock Exchange 
and the rules of such exchange so require.  The Company will give 
prompt written notice to the Trustee of the location, and any change 
in the location, of any such office or agency.  If at any time the 
Company shall fail to maintain any such required office or agency or 
shall fail to furnish the Trustee with the address thereof, such 
presentations, surrenders, notices and demands may be made or 
served at the Corporate Trust Office of the Trustee, except that 
Bearer Securities of that series pursuant to Section 3.01 may be 
presented at the place specified for the purpose pursuant to Section 
2.05, and the Company hereby appoints the Paying Agent as its agent 
to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate 
one or more other offices or agencies (in or outside of such Place of 
Payment) where the Securities of one or more series and any 
appurtenant coupons (subject to Section 3.01) may be presented or 
surrendered for any or all of such purposes, and may from time to 
time rescind such designations; provided, however, that no such 
designation or rescission shall in any manner relieve the Company of 
its obligation to maintain an office or agency in each Place of 
Payment for any series of Securities for such purposes.  The 
Company will give prompt written notice to the Trustee of any such 
designation and any change in the location of any such other office or 
agency.  The Company will at all times maintain at least one Paying 
Agent which is located outside the United Kingdom for each series of 
Securities.
SECTION 3.03.	Money for Securities Payments to 
Be Held in Trust.
If the Company shall at any time act as its own Paying 
Agent with respect to any series of Securities, it will, on or before 
each due date of the principal of and premium, if any, or interest, if 
any, on any of the Securities of that series, segregate and hold in trust 
for the benefit of the Persons entitled thereto a sum sufficient to pay 
the principal, premium, if any, or interest, if any, so becoming due 
until such sums shall be paid to such Persons or otherwise disposed 
of as herein provided and will promptly notify the Trustee of its 
action or failure so to act.
Whenever the Company shall have one or more Paying 
Agents for any series of Securities, it will, no later than 11:00 a.m., 
New York City time, on or prior to each due date of the principal of 
or premium, if any, or interest, if any, on any Securities of that series, 
deposit with a Paying Agent a sum in immediately available funds 
sufficient to pay the principal, premium, if any, or interest so 
becoming due, such sum to be held in trust for the benefit of the 
Persons entitled to such principal, premium or interest.
The Company will cause each Paying Agent for any 
series of Securities other than the Trustee to execute and deliver to 
the Trustee an instrument in which such Paying Agent shall agree 
with the Trustee, subject to the provisions of this Section 3.03, that 
such Paying Agent will:
(1)  	hold all sums held by it for the payment 
of the principal of or premium, if any, or interest, if any, on 
Securities of that series in trust for the benefit of the Persons 
entitled thereto until such sums shall be paid to such Persons 
or otherwise disposed of as herein provided;
(2)  	give the Trustee notice of any default 
by the Company (or any other obligor upon the Securities of 
that series) in the making of any payment of principal of or 
premium, if any, or interest, if any, on the Securities of that 
series; and
(3)  	at any time during the continuance of 
any such default, upon the written request of the Trustee, 
forthwith pay to the Trustee all sums so held in trust by such 
Paying Agent.
The Company may at any time, for the purpose of 
obtaining the satisfaction and discharge of this Indenture or for any 
other purpose, pay, or by Company Order direct any Paying Agent to 
pay, to the Trustee all sums held in trust by the Company or such 
Paying Agent, such sums to be held by the Trustee upon the same 
trusts as those upon which such sums were held by the Company or 
such Paying Agent; and, upon such payment by the Company or by 
any Paying Agent to the Trustee, the Company or such Paying Agent, 
as the case may be, shall be released from all further liability with 
respect to such money.
Any money deposited with the Trustee or any Paying 
Agent, or then held by the Company, in trust for the payment of the 
principal of or premium, if any, or interest, if any, on any Security of 
any series and remaining unclaimed for two years after such principal, 
premium, if any, or interest has become due and payable shall be paid 
to the Company on Company Request, or (if then held by the 
Company) shall be discharged from such trust; and the Holder of such 
Security shall thereafter, as an unsecured general creditor, look only 
to the Company for payment thereof, and all liability of the Trustee or 
such Paying Agent with respect to such trust money, and all liability 
of the Company as trustee thereof, shall thereupon cease.
SECTION 3.04.	Appointments to Fill Vacancies in 
Trustee's Office.
The Company, whenever necessary to avoid or fill a 
vacancy in the office of Trustee, will appoint, in the manner provided 
in Section 6.10, a Trustee, so that there shall at all times be a Trustee 
hereunder.
SECTION 3.05.	Certificate to Trustee.
The Guarantor will deliver to the Trustee on or before 
120 days after the end of each fiscal year in each year, commencing 
with the first fiscal year ending after the date hereof, so long as 
Securities of any series are outstanding hereunder, an Officers' 
Certificate, stating that in the course of the performance by the 
signers of their duties as officers of the Guarantor they would 
normally have knowledge of any default by the Guarantor in the 
performance of any covenants contained herein, stating whether or 
not they have knowledge of any such default and, if so, specifying 
each such default of which the signers have knowledge and the nature 
thereof.
SECTION 3.06.	Compliance with Consolidation 
Provisions.
Neither the Company nor the Guarantor will, while 
any of the Securities of any series remain outstanding, consolidate 
with, or merge or convert into, or merge or convert into itself, or sell 
or convey all or substantially all of its property to, any other Person 
unless the provisions of Article X hereof are complied with.
SECTION 3.07.	Limitation on Dividends.
Except as may be provided in a supplemental 
indenture or an Officers' Certificate with respect to a series of 
Securities, neither the Company nor the Guarantor shall, directly or 
indirectly, (i) declare or pay any cash dividends or distributions on, or 
redeem, purchase, acquire, or make a liquidation payment with 
respect to, any of its capital stock (which includes common and 
preferred stock), (ii) make any payments on or repay, repurchase or 
redeem, any debt securities (including any other Securities or other 
junior subordinated securities issued by the Company) that rank pari 
passu with or junior in interest to the Securities or the Guarantee, 
respectively, (iii) make any payments with respect to any guarantee 
that ranks pari passu with or junior to the Securities or the 
Guarantee, respectively, or (iv) make any payments on, or repay, 
repurchase or redeem, any of its debt securities held by, make any 
loans or advances to, or make any payments with respect to any 
guarantee of the debt of, any affiliate, in each case other than (a) 
dividends or distributions in shares of, or options, warrants or rights 
to subscribe for or purchase shares of, the common stock of the 
Company or the Guarantor and exchanges or conversions of common 
stock of one class for common stock of another class; (b) payments 
by the Guarantor under the Trust Securities Guarantee (or any other 
guarantee by the Guarantor with respect to any securities issued by its 
direct or indirect subsidiaries, provided that the proceeds from the 
issuance of such securities were used to purchase other Securities or 
other junior subordinated securities issued by the Company); (c) 
payments by the Guarantor under the Guarantee; (d) any dividend or 
payment by the Guarantor which is applied, directly or indirectly, to 
any Tax Payments; (e) payments by the Guarantor, directly or 
indirectly, on the Intercompany Notes or any other promissory notes 
held by the Company (or any other direct or indirect wholly-owned 
subsidiary of the Guarantor) evidencing loans made with the proceeds 
from the issuance by the Company (or any other direct or indirect 
wholly-owned subsidiary of the Guarantor) of securities guaranteed 
by the Guarantor; or (f) the reinvestment of any proceeds received 
under clause (e) above by the Company (or any other direct or 
indirect wholly-owned subsidiary of the Guarantor) in additional debt 
securities of the Guarantor or any of its other direct or indirect 
wholly-owned subsidiaries, if at such time (i) there shall have 
occurred and be continuing a payment default pursuant to Section 
5.01(a) or 5.01(b) (whether before or after any period of grace and 
whether before or after the giving of notice) or an Event of Default 
hereunder with respect to any series of Securities, (ii) the Guarantor 
shall be in default with respect to its payment obligations under the 
Trust Securities Guarantee or the Guarantee or any other such 
guarantee as described above or (iii) the Company shall have given 
notice of its election of the exercise of its right to defer payment of 
interest as provided in Sections 2.05 and 2.17 with respect to any 
series of Securities, shall not have rescinded such notice and any such 
deferral shall be continuing until of all such deferred interest, together 
with interest accrued thereon, shall have been paid in full.
SECTION 3.08.	Covenants as to the Related 
Business Trust.
(a)  	In the event Securities of any series are issued 
to or for the benefit of a Business Trust in connection with the 
issuance of Trust Securities by such Business Trust, for so long as 
such Trust Securities remain outstanding, Yorkshire Group shall 
(i) ensure that a wholly-owned subsidiary of Yorkshire Group will 
retain the Control Certificate with respect to such Business Trust, 
provided that certain successors which are permitted pursuant to the 
Trust Agreement may succeed to the ownership of such Control 
Certificate, and (ii) use its reasonable efforts, consistent with the 
terms and provisions of the Trust Agreement of such Business Trust, 
to cause (a) such Business Trust to not be classified as anything other 
than a grantor trust for United States Federal income tax purposes, 
(b) the beneficiaries of such Business Trust to be fully entitled to the 
underlying income of such Business Trust as it arises and for such 
Business Trust not to be treated as a company for purposes of United 
Kingdom tax law and (c) each of the Guarantor, the Company and 
such Business Trust not to be required to register as an "investment 
company" under the Investment Company Act.
SECTION 3.09.	Covenants as to Treatment of 
Securities.
The Guarantor and the Company covenant to treat 
each series of Securities as indebtedness of the Company for all 
United States Federal income tax purposes.
SECTION 3.10.	Additional Interest.
If the Securities of a series provide for the payment of 
Additional Interest to the holders of such Securities, then the 
Guarantor or the Company, as the case may be, shall pay to each 
holder of such Securities the Additional Interest as provided therein.  
References to principal, interest, discount or premium in respect of 
the Securities of any such series (or any payments pursuant to any 
Guarantee) shall be deemed also to refer to any Additional Interest 
which may be payable as set forth in this Indenture or such series.
SECTION 3.11.	Waiver of Certain Covenants.
The Company or the Guarantor may omit in any 
particular instance to comply with any term, provision or condition 
set forth in this Indenture with respect to the Securities of any series 
if before the time for such compliance the Holders of a majority in 
aggregate principal amount of the Outstanding Securities of such 
series shall, by Act of such Holders, either waive such compliance in 
such instance or generally waive compliance with such term, 
provision or condition, provided that no such waiver shall without the 
consent of each Holder affected thereby (a) change the Stated 
Maturity, if any, upon which the principal of or the interest on the 
Securities is due and payable, (b) reduce the principal amount thereof 
or the rate of interest thereon or extend the time of payment of 
interest thereon (except pursuant to Section 2.17), (c) change any 
obligation of the Company to pay Additional Amounts, (d) change 
any Place of Payment or the currency in which the Securities or any 
premium or the interest thereon is payable, (e) reduce any amount 
payable under, delay or defer the required time of payment under, or 
impair the right to institute suit to enforce any payment under the 
Guarantee or (f) reduce the percentage in principal amount of the 
outstanding Securities of any series, the consent of whose Holders is 
required with respect to supplemental indentures and for any waiver 
of compliance with certain provisions of this Indenture or certain 
defaults hereunder and their consequences provided for in this 
Indenture; provided, however, so long as any of Trust Securities 
related to any particular series of Securities remain outstanding, no 
such waiver of compliance with any covenant under this Indenture 
may be effective, without the prior consent of the holders of a 
majority of the aggregate liquidation amount of such Trust Securities 
unless and until the principal of the series of Securities relating to 
such Trust Securities and all accrued and unpaid interest or other 
amounts thereon have been paid in full; and, provided further, that if 
the prior consent of the holder of each outstanding Security is 
required, such waiver shall not be effective until each holder of such 
Trust Securities shall have consented to such waiver.
SECTION 3.12.	Payment of Additional Amounts.
Unless the Securities of a particular series otherwise 
provide, all payments of principal and interest (including payments of 
discount and premium, if any) with respect to the Securities of a 
particular series and all payments made pursuant to the Guarantee 
shall be made free and clear of, and without withholding or deduction 
for or on account of, any present or future taxes, duties, assessments 
or governmental charges of whatever nature imposed, levied, 
collected, withheld or assessed by or within a Taxing Jurisdiction or 
by or within any political subdivision thereof or any authority therein 
or thereof having power to tax ("Gross-Up Taxes"), unless such 
withholding or deduction is required by law.  In the event of any such 
withholding or deduction, the Company or the Guarantor, as the case 
may be, shall pay to the Holder of such Securities the amount that 
would otherwise have been due to such Holder in the absence of such 
withholding or deduction ("Additional Amounts"), except that no 
such Additional Amounts shall be payable:
(a)  	to, or to a Person on behalf of, a Holder who 
is liable for such Gross-Up Taxes with respect to the Securities or the 
Guarantee, by reason of such Holder having some connection with 
the relevant Taxing Jurisdiction (including being a citizen or resident 
or national of, or carrying on a business or maintaining a permanent 
establishment in, or being physically present in, such Taxing 
Jurisdiction) other than the mere holding of a Security or the receipt 
of principal and interest (including payments of discount and 
premium, if any) in respect thereof or in respect of the Guarantee; 
(b)  	to, or to a Person on behalf of, a Holder who 
presents a Security (whenever presentation is required) for payment 
more than 30 days after the Relevant Date except to the extent that 
such Holder would have been entitled to such Additional Amounts on 
presenting such Security for payment on the last day of such period 
of 30 days;
(c)  	to, or to a Person on behalf of, a Holder who 
presents a Security (where presentation is required) in the United 
Kingdom or Cayman Islands;
(d)  	to, or to a Person on behalf of, a Holder who 
would not be liable or subject to the withholding or deduction by 
making a declaration of non-residence or similar claim for exemption 
to the relevant tax authority; or
(e)  	to, or to a Person on behalf of, a Holder of a 
Registered Security that is not a Global Security issued pursuant to 
the written request of any beneficial owner of interests in such 
Securities (an "Optional Definitive Security Request") following and 
during the continuance of an Event of Default if such Holder (or any 
predecessor Holder) was an owner requesting that such Registered 
Securities be so issued.
Such Additional Amounts will also not be payable 
where, had the beneficial owner of the Security (or any interest 
therein) been the Holder of the Security, he would not have been 
entitled to payment of Additional Amounts by reason of any one or 
more of clauses (a) through (e) above.  If the Company or the 
Guarantor, as applicable, shall determine that Additional Amounts 
will not be payable because of the immediately preceding sentence, 
the Company or the Guarantor, as applicable, will inform such Holder 
promptly after making such determination setting forth the reason(s) 
therefor.
At least 30 Business Days prior to the first Interest 
Payment Date (and at least 10 Business Days prior to each 
succeeding Interest Payment Date if there has been any change with 
respect to the matters set forth in the below-mentioned Officers' 
Certificate) the Company will furnish to the Trustee and any Paying 
Agent an Officers' Certificate instructing the Trustee and any Paying 
Agent whether payments of principal of or interest on the Securities 
due on such Interest Payment Date shall be without deduction or 
withholding for or on account of any Gross-Up Taxes.  If any such 
deduction or withholding shall be required, prior to such Interest 
Payment Date the Company will furnish the Trustee and any Paying 
Agent with an Officers' Certificate which specifies the amount, if any, 
required to be deducted or withheld on such payment to Holders and 
certifies that the Company  shall pay such deduction or withholding.  
The Company covenants to indemnify the Trustee for, and to hold the 
Trustee harmless against, any loss, liability or expense reasonably 
incurred without negligence, willful misconduct or bad faith on their 
part, arising out or in connection with actions taken or omitted by the 
Trustee in reliance on any Officers' Certificate furnished pursuant to 
this paragraph.  Any Officers' Certificate required by this Section 3.12 
to be provided to the Trustee and any Paying Agent shall be deemed 
to be duly provided if telecopied to the Trustee and such Paying 
Agent.
References to principal, interest, discount or premium 
in respect of the Securities of any such series (or any payments 
pursuant to any Guarantee) shall be deemed also to refer to any 
Additional Amounts which may be payable as set forth in this 
Indenture or such series.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing 
payment of Gross-Up Taxes.  Copies of such receipts shall be made 
available to the Holders of the Securities upon request.
SECTION 3.13.	Copies Available to Holders.
Copies of this Indenture shall be available for 
inspection by the Holders on a Business Day during normal business 
hours at the principal office of the Company and at the corporate 
trust office.  In addition, if the Securities of any series are listed on 
the London Stock Exchange, the Luxembourg Stock Exchange or 
any other stock exchange located outside the United States and such 
stock exchange shall so require, copies of this Indenture, the Deposit 
Agreement, the memorandum and articles of association of the 
Company and the most recent publicly available annual report of the 
Guarantor shall be made available for inspection by the Holders of 
such Securities on a Business Day during normal business hours at 
the offices of the paying agents and at the office of the listing agent 
required to be maintained by such exchange for so long as the 
Securities of such series are outstanding and are listed on such stock 
exchange.
SECTION 3.14.	Company Covenants.
The Company  covenants (i) to not, at any time, be 
engaged in a United States trade or business for United States 
Federal income tax purposes and (ii) to remain a partnership and not 
to be classified as an association or publicly traded partnership 
taxable as a corporation for United States Federal income tax 
purposes.
SECTION 3.15.	Demand Share Covenant.
The Guarantor and the Company covenant, so long as 
a series of Securities remains outstanding, to keep effective and 
comply with the terms and conditions of the Demand Share Issue and 
Purchase Agreement, dated February 24, 1999, between the 
Guarantor and the Company.
ARTICLE IV	

HOLDERS, LISTS AND REPORTS BY THE
COMPANY AND THE TRUSTEE
SECTION 4.01.	 Holders' Lists
The Company covenants and agrees that it will furnish 
or cause to be furnished to the Trustee:
(a)  	on a semi-annual basis, not later than 
December 31 and June 30 in each year, commencing 
December 31, 1998, a list, in such form as the Trustee may 
reasonably require, of the names and addresses of the Holders 
of such series as of the preceding November 15 or May 15, as 
the case may be; and
(b)  	at such other times as the Trustee may request 
in writing, within 30 days after the receipt by the Company of 
any such request, a list of similar form and content as of a 
date not more than 15 days prior to the time such list is 
furnished;
except that no such lists need be furnished so long as the Trustee is in 
possession thereof by reason of its acting as Security Registrar.
SECTION 4.02.	Preservation and Disclosure of 
Lists.
(a)  	The Trustee shall preserve, in as current a form 
as is reasonably practicable, all information as to the names and 
addresses of the Holders of the Securities of a series (1) contained in 
the most recent list furnished to it as provided in Section 4.01 or (2) 
received by it in the capacity of Securities Registrar (if so acting) 
hereunder.  The Trustee may destroy any list furnished to it as 
provided in Section 4.01 upon receipt of a new list so furnished.
(b)  	In case three or more Holders of Securities of 
a series (hereinafter referred to as "applicants") apply in writing to the 
Trustee and furnish to the Trustee reasonable proof that each such 
applicant has owned a Security for a period of at least six months 
preceding the date of such application, and such application states 
that the applicants desire to communicate with other Holders of 
Securities of such series or with Holders of all Securities with respect 
to their rights under this Indenture and is accompanied by a copy of 
the form of proxy or other communication which such applicants 
propose to transmit, then the Trustee shall within 5 Business Days 
after the receipt of such application, at its election, either:
(1)  	afford such applicants access to the 
information preserved at the time by the Trustee in 
accordance with the provisions of subsection (a) of this 
Section 4.02; or
(2)  	inform such applicants as to the 
approximate number of Holders of all Securities, whose 
names and addresses appear in the information preserved at 
the time by the Trustee in accordance with the provisions of 
subsection (a) of this Section 4.02, and as to the approximate 
cost of mailing to such Holders the form of proxy or other 
communication, if any, specified in such application.
If the Trustee shall elect not to afford such applicants 
access to such information, the Trustee shall, upon the written 
request of such applicants, mail to each Holder whose name and 
address appear in the information preserved at the time by the Trustee 
in accordance with the provisions of subsection (a) of this Section 
4.02 a copy of the form of proxy or other communication which is 
specified in such request with reasonable promptness after a tender to 
the Trustee of the material to be mailed and of payment, or provision 
for the payment, of the reasonable expenses of mailing, unless within 
five days after such tender, the Trustee shall mail to such applicants 
and file with the Commission, together with a copy of the material to 
be mailed, a written statement to the effect that, in the opinion of the 
Trustee, such mailing would be contrary to the best interests of the 
Holders of all Securities or would be in violation of applicable law.  
Such written statement shall specify the basis of such opinion.  If the 
Commission, after opportunity for a hearing upon the objections 
specified in the written statement so filed, shall enter an order 
refusing to sustain any of such objections or if, after the entry of an 
order sustaining one or more of such objections, the Commission 
shall find, after notice and opportunity for hearing, that all the 
objections so sustained have been met and shall enter an order so 
declaring, the Trustee shall mail copies of such material to all such 
Holders with reasonable promptness after the entry of such order and 
the renewal of such tender; otherwise the Trustee shall be relieved of 
any obligation or duty to such applicants respecting their application.
(c)  	Each and every Holder of Securities, by 
receiving and holding the same, agrees with the Company and the 
Trustee that neither the Company nor the Trustee nor any Paying 
Agent shall be held accountable by reason of the disclosure of any 
such information as to the names and addresses of the Holders of 
Securities in accordance with the provisions of subsection (b) of this 
Section 4.02, regardless of the source from which such information 
was derived, and that the Trustee shall not be held accountable by 
reason of mailing any material pursuant to a request made under said 
subsection (b).
SECTION 4.03.	Reports of the Company and the 
Guarantor.
The Company and the Guarantor covenant and agree:
(a)  	to file with the Trustee, within 30 days after 
the date on which the Guarantor are required to file the same with the 
Commission, copies of the annual reports and of the information, 
documents and other reports (or copies of such portions of any of the 
foregoing as the Commission may from time to time by rules and 
regulations prescribe) which the Guarantor may be required to file 
with the Commission pursuant to Section 13 or Section 15(d) of the 
Exchange Act; or, if the Guarantor is not required to file information, 
documents or reports pursuant to either of such sections, and one or 
more series of the Securities is listed on a United States national 
securities exchange, then to file with the Trustee and the 
Commission, in accordance with rules and regulations prescribed 
from time to time by the Commission, such of the supplementary and 
periodic information, documents and reports which may be required 
pursuant to Section 13 of the Exchange Act in respect of a security 
listed and registered on a national securities exchange as may be 
prescribed from time to time in such rules and regulations.
(b)  	to file with the Trustee and the Commission, in 
accordance with the rules and regulations prescribed from time to 
time by the Commission, such additional information, documents and 
reports with respect to compliance by the Company with the 
conditions and covenants provided for in this Indenture as may be 
required from time to time by such rules and regulations.
(c)  	to transmit by mail to all Holders of Securities, 
as the names and addresses of such holders appear upon the Security 
Register, within 30 days after the filing thereof with the Trustee, such 
summaries of any information, documents and reports required to be 
filed by the Company pursuant to subsections (a) and (b) of this 
Section 4.03 as may be required by rules and regulations prescribed 
from time to time by the Commission.
(d)  	to notify the Trustee when and as the 
Securities of any series become admitted to trading on any 
United States national securities exchange.
Delivery of such reports, information and documents 
to the Trustee is for informational purposes only and the Trustee's 
receipt of such shall not constitute constructive notice of any 
information contained therein or determinable from information 
contained therein, including the Company's compliance with any of 
its covenants hereunder (as to which the Trustee is entitled, in the 
absence of bad faith on its part, to rely exclusively on Officers' 
Certificates).
SECTION 4.04.	Reports by the Trustee.
(a)  	The Trustee shall transmit to Holders such 
reports concerning the Trustee and its actions under this Indenture as 
may be required pursuant to the Trust Indenture Act at the times and 
in the manner provided pursuant thereto.  If required by Section 
313(a) of the Trust Indenture Act, the Trustee shall, not later than 
June 30 in each year, commencing June 30, 1999, deliver to Holders 
a brief report, dated as of such June 30, which complies with the 
provisions of such Section 313(a).
(b)  	A copy of each such report shall, at the time of 
such transmission to Holders, be filed by the Trustee with each stock 
exchange, if any, upon which the Securities are listed, with the 
Commission and with the Company.  The Company will promptly 
notify the Trustee when and if the Securities are listed on any stock 
exchange.
ARTICLE V	

REMEDIES OF THE TRUSTEE AND HOLDERS
ON EVENT OF DEFAULT
SECTION 5.01.	Events of Default.
One or more of the following events with respect to 
Securities of any series which has occurred and is continuing shall 
constitute an Event of Default hereunder with respect to such series:
(a)  	failure to pay interest, if any, including any 
Additional Interest, on any Security of such series within 60 days 
after the same becomes due and payable (whether or not payment is 
prohibited by the provisions of Article XIV hereof); provided, 
however, that a valid extension of the interest payment period or 
deferral of interest payment by the Company as contemplated in 
Section 2.17 of this Indenture shall not constitute a failure to pay 
interest for this purpose; or 
(b)  	failure to pay the principal of or premium, if 
any, on any Security of such series (whether or not payment is 
prohibited by the provisions of Article XIV hereof) when due and 
payable; or
(c)  	failure to perform or breach of any covenant or 
warranty of the Company or the Guarantor contained in this 
Indenture (other than a covenant or warranty a default in the 
performance of which or breach of which is elsewhere in this Section 
specifically dealt with or which has expressly been included in this 
Indenture solely for the benefit of one or more series of Securities 
other than such series) for a period of 60 days after there has been 
given, by registered or certified mail, to the Company or the 
Guarantor by the Trustee or to the Company or the Guarantor and 
the Trustee by the Holders of at least 33% in aggregate principal 
amount of the outstanding Securities of such series, a written notice 
specifying such default or breach and requiring it to be remedied and 
stating that such notice is a "Notice of Default" hereunder; or
(d)  	the entry by a court having jurisdiction in the 
premises of (1) a decree or order for relief in respect of the Company 
or the Guarantor in an involuntary case or proceeding under any 
applicable Federal or state bankruptcy, insolvency, reorganization or 
other similar law or (2) a decree or order adjudging the Company or 
the Guarantor a bankrupt or insolvent, or approving as properly filed 
a petition by one or more Persons other than the Company or the  
Guarantor seeking reorganization, arrangement, adjustment or 
composition of or in respect of the Company or the Guarantor under 
any applicable Federal or state law, or appointing a custodian, 
receiver, liquidator, assignee, trustee, sequestrator or other similar 
official for the Company or the Guarantor or for any substantial part 
of its property, or ordering the winding-up or liquidation of its affairs, 
and any such decree or order for relief or any such other decree or 
order shall have remain unstayed and in effect for a period of 90 
consecutive days; or
(e)  	the commencement by the Company or the 
Guarantor of a voluntary case or proceeding under any applicable 
Federal or state bankruptcy, insolvency, reorganization or other 
similar law or of any other case or proceeding to be adjudicated a 
bankrupt or insolvent, or the consent by it to the entry of a decree or 
order for relief in respect of the Company or the Guarantor in a case 
or proceeding under any applicable Federal or state bankruptcy, 
insolvency, reorganization or other similar law or to the 
commencement of any bankruptcy or insolvency case or proceeding 
against it, or the filing by it of a petition or answer or consent seeking 
reorganization or relief under any applicable Federal or state law, or 
the consent by it to the filing of such petition or to the appointment of 
or taking possession by a custodian, receiver, liquidator, assignee, 
trustee, sequestrator or similar official of the Company or the 
Guarantor or of any substantial part of its property, or the making by 
it of an assignment for the benefit of creditors, or the admission by it 
in writing of its inability to pay its debts generally as they become 
due, or the authorization of such action by such entity's board of 
directors; or
(f)  	the Guarantee shall be held in a judicial 
proceeding to be unenforceable or invalid or shall cease for any 
reason to be in full force and effect; or
(g)  	any other Event of Default specified with 
respect to the terms of the Securities of such series as contemplated 
herein.     
If an Event of Default due to the default in payment of 
principal of, or interest or similar payment on, any series of Securities 
or due to the default in the performance or breach of any other 
covenant or warranty of the Company or the Guarantor applicable to 
the Securities of such series but not applicable to all series occurs and 
is continuing, then either the Trustee or the Holders of not less than 
33% in aggregate principal amount of the outstanding Securities of 
such series may then declare the principal of all Securities of such 
series and interest or other amounts accrued or accumulated thereon 
to be due and payable immediately (provided that the payment of 
principal and interest or other amounts on such Securities shall 
remain subordinated to the extent provided in Article XIV hereof).  If 
the Trustee or the Holders of not less than 33% in aggregate principal 
amount of the Securities of such series fail to make such declaration, 
and Trust Securities related to a particular series of Securities issued 
by the Business Trust to which such series of Securities relate are still 
outstanding, then the holders of at least 33% in aggregate liquidation 
amount of such Trust Securities may make such declaration. If an 
Event of Default due to the default in the performance of any of the 
covenants or agreements herein applicable to all outstanding 
Securities or an Event of Default specified in Section 5.01(d) or (e) 
shall have occurred and be continuing, either the Trustee or the 
Holders of not less than 33% in aggregate principal amount of all 
Securities then outstanding (or Trust Securities), considered as one 
class, and not the Holders of the Securities (or Trust Securities) of 
any one of such series, may declare the principal of all Securities and 
interest or other amounts accrued or accumulated thereon to be due 
and payable immediately (provided that the payment of principal and 
interest or other amounts on such Securities shall remain 
subordinated to the extent provided in Article XIV).
If an Event of Default shall occur and be continuing 
with respect to the Securities of any series issued to or for the benefit 
of a Business Trust, the Property Trustee will have the right to 
declare the principal of and premium, if any, and interest on such 
Securities and any other amounts payable under this Indenture to be 
immediately due and payable and to enforce its other rights as a 
creditor with respect to such Securities. 
At any time after such a declaration of acceleration 
with respect to the Securities of any series shall have been made and 
before a judgment or decree for payment of the money due shall have 
been obtained by the Trustee as hereinafter in this Article provided, 
the Event or Events of Default giving rise to such declaration of 
acceleration shall, without further act, be deemed to have been 
waived, and such declaration and its consequences shall, without 
further act, be deemed to have been rescinded and annulled, if  (a) the 
Company or the Guarantor shall have paid or deposited with the 
Trustee a sum sufficient to pay (1) all overdue interest and similar 
payments on all Securities of such series, (2) the principal of and 
premium, if any, on any Securities of such series which shall have 
become due otherwise than by such declaration of acceleration and 
interest thereon at the rate or rates prescribed therefor in such 
Securities, (3) to the extent that payment of such interest is lawful, 
interest upon overdue interest, if any, or other amounts at the rate or 
rates prescribed therefor in such Securities, and (4) all amounts due 
to the Trustee under Section 6.06, and (b) any other Event or Events 
of Default with respect to Securities of such series, other than the 
nonpayment of the principal of Securities of such series which shall 
have become due solely by such declaration of acceleration, shall 
have been cured or waived as provided in Section 5.06.    
No such rescission shall affect any subsequent Event 
of Default or impair any right consequent thereon.  In case the 
Trustee or any Holder shall have proceeded to enforce any right 
under this Indenture and such proceedings shall have been 
discontinued or abandoned for any reason or shall have been 
determined adversely to the Trustee, then and in every such case the 
Company, the Guarantor, the Trustee and the Holders of the 
Securities shall be restored respectively to their several positions and 
rights hereunder, and all rights, remedies and powers of the 
Company, the Guarantor, the Trustee and the Holders of the 
Securities shall continue as though no such proceeding had been 
taken.
SECTION 5.02.	Payment of Securities on Default; 
Suit Therefor.
If an Event of Default described in clause (a) or (b) of 
Section 5.01 shall have occurred and be continuing, the Company 
shall, upon demand of the Trustee, pay to it, for the benefit of the 
Holders of the Securities of the series with respect to which such 
Event of Default shall have occurred, the whole amount then due and 
payable on such Securities for principal and premium, if any, and 
interest, if any, or other amounts and, to the extent permitted by law, 
interest on premium, if any, and on any overdue principal and interest, 
at the rate or rates prescribed therefor in such Securities, and, in 
addition thereto, such further amount as shall be sufficient to cover 
any amounts due to the Trustee under Section 6.06.     
If the Company shall fail to pay such amounts 
forthwith upon such demand, the Trustee, in its own name and as 
trustee of an express trust, may institute a judicial proceeding for the 
collection of the sums so due and unpaid, may prosecute such 
proceeding to judgment or final decree and may enforce the same 
against the Company or any other obligor upon such Securities and 
collect the moneys adjudged or decreed to be payable in the manner 
provided by law out of the property of the Company or any other 
obligor upon such Securities, wherever situated.
If an Event of Default with respect to Securities of any 
series shall have occurred and be continuing, the Trustee may in its 
discretion proceed to protect and enforce its rights and the rights of 
the Holders of Securities of such series by such appropriate judicial 
proceedings as the Trustee shall deem most effectual to protect and 
enforce any such rights, whether for the specific enforcement of any 
covenant or agreement in this Indenture or in aid of the exercise of 
any power granted herein, or to enforce any other proper remedy.
In case there shall be pending proceedings for the 
bankruptcy or for the reorganization of the Company or any other 
obligor (including, for purposes of this Indenture, the Guarantor) on 
the Securities of such series under Title 11, United States Code, or 
any other applicable law, or in case a receiver or trustee shall have 
been appointed for the property of the Company or such other 
obligor, or in the case of any other similar judicial proceedings 
relative to the Company or other obligor upon the Securities of such 
series, or to the creditors or property of the Company or such other 
obligor, the Trustee, irrespective of whether the principal of the 
Securities of such series shall then be due and payable as therein 
expressed or by declaration or otherwise and irrespective of whether 
the Trustee shall have made any demand pursuant to the provisions of 
this Section 5.02, shall be entitled and empowered, by intervention in 
such proceedings or otherwise, to file and prove a claim or claims for 
the whole amount of principal, premium, if any, and interest owing 
and unpaid in respect of the Securities of such series and, in case of 
any judicial proceedings, to file such proofs of claim and other papers 
or documents as may be necessary or advisable in order to have the 
claims of the Trustee (including any claim for all amounts payable 
pursuant to Section 6.06 to the Trustee and each predecessor 
Trustee) and of the Holders allowed in such judicial proceedings 
relative to the Company or any other obligor on the Securities of such 
series, or to the creditors or property of the Company or such other 
obligor, unless prohibited by applicable law and regulations, to vote 
on behalf of the holders of the Securities of such series in any election 
of a trustee or a standby trustee in arrangement, reorganization, 
liquidation or other bankruptcy or insolvency proceedings or Person 
performing similar functions in comparable proceedings, and to 
collect and receive any moneys or other property payable or 
deliverable on any such claims, and to distribute the same after the 
deduction of its charges and expenses; and any receiver, assignee or 
trustee in bankruptcy or reorganization is hereby authorized by each 
of the Holders to make such payments to the Trustee, and, in the 
event that the Trustee shall consent to the making of such payments 
directly to the Holders, to pay to the Trustee such amounts as shall be 
sufficient to pay to the Trustee and each predecessor Trustee all 
amounts payable pursuant to Section 6.06.
Nothing herein contained shall be construed to 
authorize the Trustee to authorize or consent to or accept or adopt 
on behalf of any Holder any plan of reorganization, arrangement, 
adjustment or composition affecting the Securities of such series or 
the rights of any Holder thereof or to authorize the Trustee to vote in 
respect of the claim of any Holder in any such proceeding.
All rights of action and of asserting claims under this 
Indenture, or under any of the Securities of such series, may be 
enforced by the Trustee without the possession of any of the 
Securities of such series, or the production thereof in any trial or 
other proceeding relative thereto, and any such suit or proceeding 
instituted by the Trustee shall be brought in its own name as trustee 
of an express trust, and any recovery of judgment shall be for the 
ratable benefit of the Holders of the Securities of such series.
In any proceedings brought by the Trustee (and also 
any proceedings involving the interpretation of any provision of this 
Indenture to which the Trustee shall be a party) the Trustee shall be 
held to represent all the Holders of the Securities of such series, and 
it shall not be necessary to make any Holders of the Securities of such 
series parties to any such proceedings.
SECTION 5.03.	Application of Moneys Collected 
by Trustee.
Any moneys collected by the Trustee with respect to a 
particular series of Securities pursuant to this Article V shall be 
applied in the order following, at the date or dates fixed by the 
Trustee for the distribution of such moneys, upon presentation of the 
Securities in respect of which moneys have been collected, and 
stamping thereon the payment, if only partially paid, and upon 
surrender thereof if fully paid:
First: To the payment of all amounts due the Trustee 
under Section 6.06, including the costs and expenses of collection 
applicable to the Securities and reasonable compensation to the 
Trustee, its agents, attorneys and counsel, and of all other expenses 
and liabilities incurred, and all advances made, by the Trustee except 
as a result of its negligence or bad faith;
Second: To the payment of all Senior Debt of the 
Company if and to the extent required by Article XIV;
Third:  In case the principal or premium, if any, of the 
Securities of such series in respect of which moneys have been 
collected shall have become and shall be then due and payable, to the 
payment of the whole amount then owing and unpaid upon all the 
Securities of such series for principal of, premium, if any, and 
interest, if any, with interest upon the overdue principal of, premium, 
if any, and (to the extent that such interest has been collected by the 
Trustee and to the extent permitted by law) upon overdue 
installments of interest at the rate prescribed therefor in the Securities 
of such series; and in case such moneys shall be insufficient to pay in 
full the whole amount so due and unpaid upon the Securities of such 
series, then to the payment of such principal and any premium and 
interest, without preference or priority of principal over interest, or of 
interest over principal or premium, or any installment of interest over 
any other installment of interest, or of any Security of such series 
over any other Security of such series, ratably to the aggregate of 
such principal and any premium and accrued and unpaid interest; and
Fourth: To the Company or to whomsoever may be 
lawfully entitled to receive the same or as a court of competent 
jurisdiction may direct.
SECTION 5.04.	Proceedings by Holders.
No Holder shall have any right to institute any 
proceeding, judicial or otherwise, with respect to this Indenture, or 
for the appointment of a receiver or trustee, or for any other remedy 
hereunder, unless:
(a)  	such Holder shall have previously given 
written notice to the Trustee of a continuing Event of Default with 
respect to the Securities of such series;
(b)  	the Holders of a majority in aggregate principal 
amount of the Outstanding Securities of all series in respect of which 
an Event of Default shall have occurred and be continuing, 
considered as one class, shall have made written request to the 
Trustee to institute proceedings in respect of such Event of Default in 
its own name as Trustee hereunder;
(c)  	such Holder or Holders shall have offered to 
the Trustee reasonable indemnity against the costs, expenses and 
liabilities to be incurred in compliance with such request;
(d)  	the Trustee for 60 days after its receipt of such 
notice, request and offer of indemnity shall have failed to institute any 
such proceeding; and
(e)  	no direction inconsistent with such written 
request shall have been given to the Trustee during such 60-day 
period by the Holders of a majority in aggregate principal amount of 
the Outstanding Securities of all series in respect of which an Event 
of Default shall have occurred and be continuing, considered as one 
class;
it being understood and intended that no one or more of such Holders 
shall have any right in any manner whatever by virtue of, or by 
availing of, any provision of this Indenture to affect, disturb or 
prejudice the rights of any other of such Holders or to obtain or to 
seek to obtain priority or preferences over any other of such Holders 
or to enforce any right under this Indenture, except in the manner 
herein provided and for the equal and ratable benefit of all of such 
Holders.
Notwithstanding any other provision in this Indenture, 
but subject to Article XIV, the Holder of any Security shall have the 
right, which is absolute and unconditional, to receive payment of the 
principal of and premium, if any, and (subject to extension pursuant 
to Section 2.17) interest, if any, or other amounts on such Security on 
or after the same shall have become due and payable and to institute 
suit for the enforcement of any such payment, and such rights shall 
not be impaired without the consent of such Holder.  So long as the 
Securities of any series are issued to or for the benefit of a Business 
Trust, a registered holder of Trust Securities related to the Securities 
of such series issued by such Business Trust may institute a 
proceeding directly against the Guarantor pursuant to the Guarantee, 
without first instituting a legal proceeding directly against or 
requesting or directing that action be taken by the Property Trustee 
of such Business Trust or any other Person, for enforcement of 
payment to such registered holder of principal of or interest or other 
amounts on Securities of such series having a principal amount equal 
to the aggregate stated liquidation amount of such Trust Securities of 
such registered holder on or after the due dates therefor specified or 
provided for in the Securities of such series.

SECTION 5.05.	Remedies Cumulative and Continuing.

All powers and remedies given by this Article V to the 
Trustee or to the Holders shall, to the extent permitted by law, be 
deemed cumulative and not exclusive of any other powers and 
remedies available to the Trustee or the holders of the Securities of 
any series, by judicial proceedings or otherwise, to enforce the 
performance or observance of the covenants and agreements 
contained in this Indenture or otherwise established with respect to 
the Securities of such series, and no delay or omission of the Trustee 
or of any holder of any of the Securities of such series to exercise any 
right or power accruing upon any Event of Default occurring and 
continuing as aforesaid shall impair any such right or power, or shall 
be construed to be a waiver of any such default or an acquiescence 
therein; and, subject to the provisions of Section 5.04, every power 
and remedy given by this Article V or by law to the Trustee or to the 
Holders may be exercised from time to time, and as often as shall be 
deemed expedient, by the Trustee or by the Holders.

SECTION 5.06.	Direction of Proceedings and 

Waiver of Defaults by Majority of Holders.
If an Event of Default shall have occurred and be 
continuing in respect of a series of Securities, the Holders of a 
majority in aggregate principal amount of the Outstanding Securities 
of such series shall have the right to direct the time, method and place 
of conducting any proceeding for any remedy available to the 
Trustee, or exercising any trust or power conferred on the Trustee, 
with respect to the Securities of such series; provided, however, that 
if an Event of Default shall have occurred and be continuing with 
respect to more than one series of Securities, the Holders of a 
majority in aggregate principal amount of the Outstanding Securities 
of all such series, considered as one class, shall have the right to make 
such direction, and not the Holders of the Securities of any one of 
such series; and provided, further, that
(a)  	such direction shall not be in conflict with any 
rule of law or with this Indenture, and could not involve the Trustee 
in personal liability, in circumstances where indemnity would not, in 
the Trustee's sole discretion, be adequate; and
(b)  	the Trustee may take any other action deemed 
proper by the Trustee which is not inconsistent with such direction.
The Holders of a majority in aggregate principal 
amount of the Outstanding Securities of any series may on behalf of 
the Holders of all the Securities of such series waive any past default 
hereunder with respect to such series and its consequences, except a 
default
(a)	in the payment of principal of or premium, if 
any, or interest or other amounts, if any, on any Security of such 
series (unless such default has been cured and a sum sufficient to pay 
all matured installments of interest, principal and such other amounts 
due otherwise than by declaration of acceleration has been deposited 
with the Trustee), or
(b)	in respect of a covenant or provision hereof 
which under Section 9.02 cannot be modified or amended without the 
consent of the Holder of each Outstanding Security of such series 
affected;
provided, however, if the Securities of any series are issued to or for 
the benefit of a Business Trust, such Business Trust may not waive 
compliance by the Company or the Guarantor with any past default 
without the consent of a majority in aggregate liquidation amount of 
the outstanding Trust Securities related to the Securities of such 
series issued by such Business Trust affected, obtained as provided in 
the Trust Agreement pertaining to such Business Trust, and, if the 
prior consent of the holder of each Outstanding Security of such 
series affected is required, the consent of each holder of such Trust 
Securities.
Upon any such waiver, such default shall cease to 
exist, and any and all Events of Default arising therefrom shall be 
deemed to have been cured, for every purpose of this Indenture; but 
no such waiver shall extend to any subsequent or other default or 
impair any right consequent thereon.
SECTION 5.07.	Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of 
any Security by his acceptance thereof shall be deemed to have 
agreed, that any court may in its discretion require, in any suit for the 
enforcement of any right or remedy under this Indenture, or in any 
suit against the Trustee for any action taken or omitted by it as 
Trustee, the filing by any party litigant in such suit of an undertaking 
to pay the costs of such suit, and that such court may in its discretion 
assess reasonable costs, including reasonable attorneys' fees and 
expenses, against any party litigant in such suit, having due regard to 
the merits and good faith of the claims or defenses made by such 
party litigant; but the provisions of this Section 5.07 shall not apply to 
any suit instituted by the Trustee, to any suit instituted by any Holder, 
or group of Holders, holding in the aggregate more than 10% in 
aggregate principal amount of the Securities outstanding, or to any 
suit instituted by any Holder for the enforcement of the payment of 
the principal of (or premium, if any) or interest or other amounts on 
any Security against the Company on or after the date the same shall 
have become due and payable.
ARTICLE VI	

CONCERNING THE TRUSTEE
SECTION 6.01.	Certain Duties and Responsibilities.
(a)  	Except during the continuance of a default 
with respect to the Securities of any series,
(1)  	the Trustee undertakes to perform, 
such duties and only such duties as are specifically set forth in 
this Indenture, and no implied covenants or obligations shall 
be read into this Indenture against the Trustee; and
(2)  	in the absence of bad faith on its part, 
the Trustee may conclusively rely, as to the truth of the 
statements and the correctness of the opinions expressed 
therein, upon certificates or opinions furnished to the Trustee 
and conforming to the requirements of this Indenture; but in 
the case of any such certificates or opinions which by any 
provision hereof are specifically required to be furnished to 
the Trustee, the Trustee shall examine the same to determine 
whether or not they conform to the requirements of this 
Indenture.
(b)  	In case a default has occurred and is 
continuing, the Trustee shall exercise such of the rights and powers 
vested in it by this Indenture, and use the same degree of care and 
skill in their exercise, as a prudent man would exercise or use under 
the circumstances in the conduct of his own affairs.
(c)  	No provision of this Indenture shall be 
construed to relieve the Trustee from liability for its own negligent 
action, its own negligent failure to act, or its own willful misconduct, 
except that:
(1)  	the Trustee shall not be liable for any 
error of judgment made in good faith by a Responsible 
Officer, unless the Trustee was negligent in ascertaining the 
pertinent facts;
(2)  	no provision of this Indenture shall 
require the Trustee to spend or risk its own funds or 
otherwise incur any financial liability in the performance of 
any of its duties hereunder, or in the exercise of any of its 
rights or powers, if repayment of such funds or adequate 
indemnity against such risk or liability satisfactory to the 
Trustee has not been assured to it; and
(3)  	the Trustee shall not be liable with 
respect to any action taken or omitted to be taken by it in 
good faith in accordance with the direction of the Holders of 
not less than a majority in principal amount of the outstanding 
Securities of any series, determined as provided in Section 
5.04, relating to the time, method and place of conducting any 
proceeding for any remedy available to the Trustee, or 
exercising any trust or power conferred upon the Trustee, 
under this Indenture with respect to the Securities of such 
series.
(d)  	Whether or not therein expressly so provided, 
every provision of this Indenture relating to the conduct or affecting 
the liability of or affording protection to the Trustee shall be subject 
to the provisions of this Section 6.01.
SECTION 6.02.	Notice of Defaults.
Within 90 days after the occurrence of any default 
hereunder with respect to the Securities of any series, the Trustee 
shall transmit by mail to all Holders of Securities of such series notice 
of such default hereunder known to the Trustee, unless such default 
shall have been cured or waived; provided, however, that, except in 
the case of a default in the payment of the principal of or premium, if 
any, or interest, if any, on any Security of such series or in the 
payment of any sinking fund installment with respect to Securities of 
such series, the Trustee shall be protected in withholding such notice 
if and so long as the board of directors, the executive committee or a 
trust committee of directors or a Responsible Officer of the Trustee 
in good faith determine that the withholding of such notice is in the 
interest of the Holders of Securities of such series; and provided, 
further, that in the case of any default of the character specified in 
Section 5.01(c) with respect to Securities of such series, no such 
notice to Holders shall be given until at least 60 days after the 
occurrence thereof.  For the purpose of this Section 6.02, the term 
"default" means any event which is, or after notice or lapse of time or 
both would become, an Event of Default with respect to Securities of 
such series.
SECTION 6.03.	Certain Rights of Trustee.
Subject to the provisions of Section 6.01:
(a)  	the Trustee may rely and shall be protected in 
acting or refraining from acting upon any resolution, certificate, 
statement, instrument, opinion, report, notice, request, direction, 
consent, order, bond, debenture, note, other evidence of indebtedness 
or other paper or document believed by it to be genuine and to have 
been signed or presented by the proper party or parties;
(b)  	any request or direction of the Company 
mentioned herein shall be sufficiently evidenced by a Company 
Request or Company Order or as otherwise expressly provided herein 
and any resolution of the Board of Directors may be sufficiently 
evidenced by a Board Resolution;
(c)  	whenever in the administration of this 
Indenture the Trustee shall deem it desirable that a matter be proved 
or established prior to taking, suffering or omitting any action 
hereunder, the Trustee (unless other evidence be herein specifically 
prescribed) may, in the absence of bad faith on its part, rely upon an 
Officers' Certificate;
(d)  	the Trustee may consult with counsel, and the 
written advice of such counsel or any Opinion of Counsel shall be full 
and complete authorization and protection in respect of any action 
taken, suffered or omitted by it hereunder in good faith and in 
reliance thereon;
(e)  	the Trustee shall be under no obligation to 
expend or risk its own funds or to exercise, at the request or direction 
of any of the Holders, any of the rights or powers vested in it by this 
Indenture pursuant to this Indenture, unless such Holders shall have 
offered to the Trustee security or indemnity satisfactory to the 
Trustee against the costs, expenses and liabilities which might be 
incurred by it in compliance with such request or direction;
(f)  	the Trustee shall not be bound to make any 
investigation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document, but the Trustee, in its 
discretion, may make such further inquiry or investigation into such 
facts or matters as it may see fit, and, if the Trustee shall determine to 
make such further inquiry or investigation, it shall be entitled upon 
reasonable prior request and during normal business hours to examine 
the books, records and premises of the Company, personally or by 
agent or attorney; and
(g)  	the Trustee may execute any of the trusts or 
powers hereunder or perform any duties hereunder either directly or 
by or through agents or attorneys and shall not be liable for the 
actions or omissions of such agents appointed and supervised by it 
with due care.
SECTION 6.04.	Not Responsible for Recitals or 
Issuance of Securities.
The recitals contained herein and in the Securities, 
except the Trustee's certificates of authentication, shall be taken as 
the statements of the Company, and neither the Trustee nor any 
Authenticating Agent assumes any responsibility for their correctness.  
The Trustee makes no representations as to the validity or sufficiency 
of this Indenture or of the Securities.  Neither the Trustee nor any 
Authenticating Agent shall be accountable for the use or application 
by the Company of Securities or the proceeds thereof.
SECTION 6.05.	May Hold Securities.
The Trustee, any Authenticating Agent, any Paying 
Agent, any Security Registrar or any other agent of the Company, in 
its individual or any other capacity, may become the owner or 
pledgee of Securities and, subject to Sections 6.08 and 6.13, may 
otherwise deal with the Company with the same rights it would have 
if it were not Trustee, Authenticating Agent, Paying Agent, Security 
Registrar or such other agent.
SECTION 6.06.	Money Held in Trust.
Money held by the Trustee in trust hereunder need not 
be segregated from other funds except to the extent required by law.  
The Trustee shall be under no liability for interest on any money 
received by it hereunder except as otherwise agreed with the 
Company.
SECTION 6.07.	Compensation and Reimbursement.
The Company agrees:
(1)  	to pay to the Trustee from time to time 
such compensation as is agreed upon in writing;
(2)  	except as otherwise expressly provided 
herein, to reimburse the Trustee upon its request for all 
reasonable expenses, disbursements and advances incurred or 
made by the Trustee in accordance with any provision of this 
Indenture (including the reasonable compensation and the 
expenses and disbursements of its agents and counsel, which 
compensation, expenses and disbursements shall be set forth 
in sufficient written detail to the satisfaction of the Company), 
except any such expense, disbursement or advance as may be 
attributable to its or their negligence or bad faith; and
(3)  	to indemnify the Trustee, its officers, 
directors and employees for, and to hold it harmless against, 
any loss, liability or expense incurred without negligence, bad 
faith, or willful misconduct on its part, arising out of or in 
connection with the acceptance or administration of the trust 
or trusts hereunder, including the costs and expenses of 
defending itself against any claim or liability in connection 
with the exercise or performance of any of its powers or 
duties hereunder.  Obligations under this Section 6.07(3) will 
survive the satisfaction and discharge of this Indenture 
pursuant to Article XI hereof.
SECTION 6.08.	Disqualification; Conflicting 
Interests.
If the Trustee has or shall acquire a conflicting interest 
within the meaning of the Trust Indenture Act, the Trustee shall 
either eliminate such interest or resign, to the extent and in the 
manner provided by, and subject to the provisions of, the Trust 
Indenture Act and this Indenture.
SECTION 6.09.	Corporate Trustee Required; 
Eligibility.
There shall at all times be a Trustee hereunder which 
shall be eligible to act as trustee under the Trust Indenture Act and 
which shall have a combined capital and surplus of at least 
U.S.$50,000,000.  If the Trustee does not have an office in The City 
of New York, the Trustee may appoint an agent in The City of New 
York reasonably acceptable to the Company to conduct any activities 
which the Trustee may be required under this Indenture to conduct in 
The City of New York.  If the Trustee does not have an office in The 
City of New York or has not appointed an agent in The City of New 
York, the Trustee shall be a participant in The Depository Trust 
Company and FAST distribution systems.  If such corporation 
publishes reports of condition at least annually, pursuant to law or to 
the requirements of a United States federal, state, territorial or 
District of Columbia supervising or examining authority, then for the 
purposes of this Section 6.09, the combined capital and surplus of 
such corporation shall be deemed to be its combined capital and 
surplus as set forth in its most recent report of condition so published.  
If at any time the Trustee shall cease to be eligible in accordance with 
the provisions of this Section 6.09, the Trustee shall resign 
immediately in the manner and with the effect hereinafter specified in 
this Article.
SECTION 6.10.	Resignation and Removal; 
Appointment of Successor Trustee.
(a)  	No resignation or removal of the Trustee and 
no appointment of a successor Trustee pursuant to this Article shall 
become effective until the acceptance of appointment by the 
successor Trustee in accordance with the applicable requirements of 
Section 6.11.
(b)  	The Trustee may resign at any time with 
respect to the Securities of one or more series by giving written 
notice thereof to the Company.  If the instrument of acceptance by a 
successor Trustee required by Section 6.11 shall not have been 
delivered to the Trustee within 30 days after the giving of such notice 
of resignation, the resigning Trustee may petition any court of 
competent jurisdiction for the appointment of a successor Trustee 
with respect to the Securities of such series.
(c)  	The Trustee may be removed at any time with 
respect to the Securities of any series by Act of the Holders of a 
majority in aggregate principal amount of the Outstanding Securities 
of such series, delivered to the Trustee and to the Company.
(d)  	If at any time:
(1)  	the Trustee shall fail to comply with 
section 310(b) of the Trust Indenture Act pursuant to Section 
6.08 with respect to any series of Securities after written 
request therefor by the Company or by any Holder who has 
been a bona fide holder of a Security for at least six months, 
or
(2)  	the Trustee shall cease to be eligible 
under Section 6.09 and shall fail to resign after written request 
therefor by the Company or by any such Holder, or
(3)  	the Trustee shall become incapable of 
acting or shall be adjudged a bankrupt or insolvent or a 
receiver of the Trustee or of its property shall be appointed or 
any public officer shall take charge or control of the Trustee 
or of its property or affairs for the purpose of rehabilitation, 
conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may 
remove the Trustee with respect to all Securities, or (ii) subject to 
Section 5.07, any Holder who has been a bona fide Holder of a 
Security for at least six months may, on behalf of himself and all 
others similarly situated, petition any court of competent jurisdiction 
for the removal of the Trustee with respect to all Securities and the 
appointment of a successor Trustee or Trustees.
(e)  	If the Trustee shall resign, be removed or 
become incapable of acting, or if a vacancy shall occur in the office of 
Trustee for any cause, with respect to the Securities of one or more 
series, the Company, by a Board Resolution, shall promptly appoint a 
successor Trustee or Trustees with respect to the Securities of that or 
those series (it being understood that any such successor Trustee may 
be appointed with respect to the Securities of one or more or all of 
such series and that at any time there shall be only one Trustee with 
respect to the Securities of any particular series) and shall comply 
with the applicable requirements of Section 6.11.  If no successor 
Trustee with respect to the Securities of any series shall have been so 
appointed by the Company and accepted appointment in the manner 
required by Section 6.11, any Holder who has been a bona fide 
Holder of a Security of such series for at least six months may, on 
behalf of himself and all others similarly situated, petition any court of 
competent jurisdiction for the appointment of a successor Trustee 
with respect to the Securities of such series.
(f)  	The Company shall give notice of each 
resignation and each removal of the Trustee with respect to the 
Securities of any series and each appointment of a successor Trustee 
with respect to the Securities of any series by mailing written notice 
of such event by first-class mail, postage prepaid, to all Holders of 
Securities of such series as their names and addresses appear in the 
Security Register.  Each notice shall include the name of the 
successor Trustee with respect to the Securities of such series and the 
address of its corporate trust office.
SECTION 6.11.	Acceptance of Appointment by 
Successor.
(a)  	In case of the appointment hereunder of a 
successor Trustee with respect to all Securities, every such successor 
Trustee so appointed shall execute, acknowledge and deliver to the 
Company and to the retiring Trustee an instrument accepting such 
appointment, and thereupon the resignation or removal of the retiring 
Trustee shall become effective and such successor Trustee, without 
any further act, deed or conveyance, shall become vested with all the 
rights, powers, trusts and duties of the retiring Trustee; but, on the 
request of the Company or the successor Trustee, such retiring 
Trustee shall, upon payment of its charges, execute and deliver an 
instrument transferring to such successor Trustee all the rights, 
powers and trusts of the retiring Trustee and shall duly assign, 
transfer and deliver to such successor Trustee all property and money 
held by such retiring Trustee hereunder.
(b)  	In case of the appointment hereunder of a 
successor Trustee with respect to the Securities of one or more (but 
not all) series, the Company, the retiring Trustee and each successor 
Trustee with respect to the Securities of one or more series shall 
execute and deliver an indenture supplemental hereto wherein each 
successor Trustee shall accept such appointment and which (1) shall 
contain such provisions as shall be necessary or desirable to transfer 
and confirm to, and to vest in, each successor Trustee all the rights, 
powers, trusts and duties of the retiring Trustee with respect to the 
Securities of that or those series to which the appointment of such 
successor Trustee relates, (2) if the retiring Trustee is not retiring 
with respect to all Securities, shall contain such provisions as shall be 
deemed necessary or desirable to confirm that all the rights, powers, 
trusts and duties of the retiring Trustee with respect to the Securities 
of that or those series as to which the retiring Trustee is not retiring 
shall continue to be vested in the retiring Trustee, and (3) shall add to 
or change any of the provisions of this Indenture as shall be necessary 
to provide for or facilitate the administration of the trusts hereunder 
by more than one Trustee, it being understood that nothing herein or 
in such supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall be trustee 
of a trust or trusts hereunder separate and apart from any trust or 
trusts hereunder administered by any other such Trustee; and upon 
the execution and delivery of such supplemental indenture the 
resignation or removal of the retiring Trustee shall become effective 
to the extent provided therein and each such successor Trustee, 
without any further act, deed or conveyance, shall become vested 
with all the rights, powers, trusts and duties of the retiring Trustee 
with respect to the Securities of that or those series to which the 
appointment of such successor Trustee relates; but on request of the 
Company or any successor Trustee, such retiring Trustee shall duly 
assign, transfer and deliver to such successor Trustee all property and 
money held by such retiring Trustee hereunder with respect to the 
Securities of that or those series to which the appointment of such 
successor Trustee relates.
(c)  	Upon request of any such successor Trustee, 
the Company shall execute any and all instruments for more fully and 
certainly vesting in and confirming to such successor Trustee all such 
rights, powers and trusts referred to in paragraph (a) or (b) of this 
Section 6.11, as the case may be.
(d)  	No successor Trustee shall accept its 
appointment unless at the time of such acceptance such successor 
Trustee shall be qualified and eligible under this Article.
SECTION 6.12.	Merger, Conversion, Consolidation 
or Succession to Business.
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 
Article, without the execution or filing of any paper or any further act 
on the part of any of the parties hereto.  In case any Securities shall 
have been authenticated, but not delivered, by the Trustee then in 
office, any successor by merger, conversion or consolidation to such 
authenticating Trustee may adopt such authentication and deliver the 
Securities so authenticated with the same effect as if such successor 
Trustee had itself authenticated such Securities.
SECTION 6.13.	Preferential Collecting of Claims 
Against Company.
(a)  	Subject to subsection (b) of this Section 6.13, 
if the Trustee shall be or shall become a creditor, directly or 
indirectly, secured or unsecured, of the Company within three months 
prior to a default, as defined in subsection (c) of this Section 6.13, or 
subsequent to such a default, then, unless and until such default shall 
be cured, the Trustee shall set apart and hold in a special account for 
the benefit of the Trustee individually, the Holders of the Securities 
and the holders of other indenture securities, as defined in subsection 
(c) of this Section 6.13:
(1)  	an amount equal to any and all 
reductions in the amount due and owing upon any claim as 
such creditor in respect of principal or interest effected after 
the beginning of such three months' period and valid as 
against the Company and its other creditors, except any such 
reduction resulting from the receipt or disposition of any 
property described in paragraph (2) of this subsection, or 
from the exercise of any right of setoff which the Trustee 
could have exercised if a petition in bankruptcy had been 
applied by or against the Company upon the date of such 
default; and
(2)  	all property received by the Trustee in 
respect of any claims as such creditor, either as security 
therefor, or in satisfaction or composition thereof, or 
otherwise, after the beginning of such three months' period, 
or an amount equal to the proceeds of any such property, if 
disposed of, subject, however, to the rights, if any, of the 
Company and its other creditors in such property or such 
proceeds.
Nothing herein contained, however, shall affect the 
right of the Trustee:
(A)	to retain for its own account (i) payments 
made on account of any such claim by any Person (other than 
the Company) who is liable thereon, and (ii) the proceeds of 
the bona fide sale of any such claim by the Trustee to a third 
Person, and (iii) distributions made in cash, securities or other 
property in respect of claims filed against the Company in 
bankruptcy or receivership or in proceedings for 
reorganization pursuant to the Federal Bankruptcy Act or 
applicable State law;
(B)	to realize, for its own account, upon any 
property held by it as security for any such claim, if such 
property was so held prior to the beginning of such three 
months' period;
(C)	to realize, for its own account, but only to 
extent of the claim hereinafter mentioned, upon any property 
held by it as security for any such claim, if such claim was 
created after the beginning of such three months' period and 
such property was received as security therefor 
simultaneously with the creation thereof, and if the Trustee 
shall sustain the burden of proving that at the time such 
property was so received the Trustee had no reasonable cause 
to believe that a default, as defined in subsection (c) of this 
Section 6.13, would occur within three months; or
(D)	to receive payment on any claim referred to in 
paragraph (B) or (C), against the release of any property held 
as security for such claim as provided in paragraph (B) or (C) 
, as the case may be, to the extent of the fair value of such 
property.
For the purposes of paragraphs (B), (C) and (D), 
property substituted after the beginning of such three months' period 
for property held as security at the time of such substitution shall, to 
the extent of the fair value of the property released, have the same 
status as the property released, and, to the extent that any claim 
referred to in any of such paragraphs is created in renewal of or in 
substitution for or for the purpose of repaying or refunding any pre-
existing claim of the Trustee as such creditor, such claim shall have 
the same status as such pre-existing claim.
If the Trustee shall be required to account for the 
funds and property held in such special account, the proceeds thereof 
shall be apportioned among the Trustee, the Holders and the holders 
of other indenture securities in such manner that the Trustee, the 
Holders and the holders of other indenture securities realize, as a 
result of payments from such special account and payments of 
dividends on claims filed against the Company in bankruptcy or 
receivership or in proceedings for reorganization pursuant to the 
Federal Bankruptcy Act or applicable State law or winding up or 
administration pursuant to the insolvency laws of the Cayman Islands 
or the United Kingdom, as applicable, the same percentage of their 
respective claims, figured before crediting to the claim of the Trustee 
anything on account of the receipt by it from the Company of the 
funds and property in such special account and before crediting to the 
respective claims of the Trustee and the Holders and the holders of 
other indenture securities dividends on claims filed against the 
Company in bankruptcy or receivership or in proceedings for 
reorganization pursuant to the Federal Bankruptcy Act or applicable 
State law or winding up or administration pursuant to the insolvency 
laws of the Cayman Islands or the United Kingdom, as applicable, but 
after crediting thereon receipts on account of the indebtedness 
represented by their respective claims from all sources other than 
from such dividends and from the funds and property so held in such 
special account.  As used in this paragraph, with respect to any claim, 
the term "dividends" shall include any distribution with respect to 
such claim, in bankruptcy or receivership or proceedings for 
reorganization pursuant to the Federal Bankruptcy Act or applicable 
State law or winding up or administration pursuant to the insolvency 
laws of the Cayman Islands or the United Kingdom, as applicable, 
whether such distribution is made in cash, securities or other 
property, but shall not include any such distribution with respect to 
the secured portion, if any, of such claim.
Any Trustee which has resigned or been removed after 
the beginning of such three months' period shall be subject to the 
provisions of this subsection as though such resignation or removal 
had not occurred.  If any Trustee has resigned or been removed prior 
to the beginning of such three months' period, it shall be subject to 
the provisions of this subsection if and only if the following 
conditions exist:
	(i)	the receipt of property or reduction of claim, which 
would have given rise to the obligation to account, if 
such Trustee had continued as Trustee, occurred after 
the beginning of such three months' period; and
	(ii)	such receipt of property or reduction of claim 
occurred within three months after such resignation or 
removal.
(b)  	There shall be excluded from the operation of 
subsection (a) of this Section 6.13 a creditor relationship arising 
from:
(1)  	 the ownership or acquisition of 
securities issued under any indenture, or any security or 
securities having a maturity of one year or more at the time of 
acquisition by the Trustee;
(2)  	advances authorized by a receivership 
or bankruptcy court of competent jurisdiction or by this 
Indenture, for the purpose of preserving any property which 
shall at any time be subject to the lien of this Indenture or of 
discharging tax liens or other prior liens or encumbrances 
thereon, if notice of such advances and of the circumstances 
surrounding the making thereof is given to the Holders at the 
time and in the manner provided in this Indenture;
(3)  	disbursements made in the ordinary 
course of business in the capacity of trustee under an 
indenture, transfer agent, registrar, custodian, paying agent, 
fiscal agent or depository, or other similar capacity;
(4)  	an indebtedness created as a result of 
services rendered or premises rented; or an indebtedness 
created as a result of goods or securities sold in a cash 
transaction, as defined in subsection (c) of this Section 6.13;
(5)  	the ownership of stock or of other 
securities of a corporation organized under the provisions of 
Section 25 (a) of the Federal Reserve Act, as amended, which 
is directly or indirectly a creditor of the Company; and
(6)  	the acquisition, ownership, acceptance 
or negotiation of any drafts, bills of exchange, acceptances or 
obligations which fall within the classification of self-
liquidating paper, as defined in Subsection (c) of this Section 
6.13.
(c)  	For the purposes of this Section 6.13 only:
(1)  	the term "default" means any failure to 
make payment in full of the principal of or interest on any of 
the Securities or upon the other indenture securities when and 
as such principal or interest becomes due and payable;
(2)  	the term "other indenture securities" 
means securities upon which the Company is an obligor (as 
defined in the Trust Indenture Act) outstanding under any 
other indenture (i) under which the Trustee is also trustee, (ii) 
which contains provisions substantially similar to the 
provisions of this Section 6.13, and (iii) under which a default 
exists at the time of the apportionment of the funds and 
property held in such special account;
(3)  	the term "cash transaction" means any 
transaction in which full payment for goods or securities sold 
is made within seven days after delivery of the goods or 
securities in currency or in checks or other orders drawn upon 
banks or bankers and payable upon demand;
(4)  	the term "self-liquidating paper" means 
any draft, bill of exchange, acceptance or obligation which is 
made, drawn, negotiated or incurred by the Company for the 
purpose of financing the purchase, processing, manufacturing, 
shipment, storage or sale of goods, wares or merchandise and 
which is secured by documents evidencing title to, possession 
of, or a lien upon, the goods, wares or merchandise or the 
receivables or proceeds arising from the sale of the goods, 
wares or merchandise previously constituting the security, 
provided the security is received by the Trustee 
simultaneously with the creation of the creditor relationship 
with the Company arising from the making, drawing, 
negotiating or incurring of the draft, bill of exchange, 
acceptance or obligation;
(5)  	the term "Company" means any obligor 
upon the Securities; and
(6)  	the term "Federal Bankruptcy Act" 
means the Bankruptcy Code or Title 11 of the United States 
Code.
SECTION 6.14.	Authenticating Agents.
From time to time the Trustee, with the prior written 
approval of the Company, may appoint one or more Authenticating 
Agents with respect to one or more series of Securities with power to 
act on the Trustee's behalf and subject to its direction in the 
authentication and delivery of Securities of such series or in 
connection with transfers and exchanges under Sections 2.07, 2.09, 
2.10, 2.11, 9.04 and 13.05 as fully to all intents and purposes as 
though the Authenticating Agent had been expressly authorized by 
those Sections of this Indenture to authenticate and deliver Securities 
of such series.  For all purposes of this Indenture, the authentication 
and delivery of Securities by an Authenticating Agent pursuant to this 
Section 6.14 shall be deemed to be authentication and delivery of 
such Securities "by the Trustee".  Each such Authenticating Agent 
shall be acceptable to the Company and shall at all times be a 
corporation organized and doing business under the laws of the 
United States, any State thereof or the District of Columbia, 
authorized under such laws to exercise corporate trust powers, 
having a combined capital and surplus of at least U.S.$50,000,000 
and subject to supervision or examination by Federal, State or 
District of Columbia authority.  If such corporation publishes reports 
of condition at least annually pursuant to law or the requirements of 
such authority, then for the purposes of this Section 6.14 the 
combined capital and surplus of such corporation shall be deemed to 
be its combined capital and surplus as set forth in its most recent 
report of condition so published.  If at any time an Authenticating 
Agent shall cease to be eligible in accordance with the provisions of 
this Section 6.14, such Authenticating Agent shall resign immediately 
in the manner and with the effect specified in this Section 6.14.
Any corporation into which any Authenticating Agent 
may be merged or with which it may be consolidated, or any 
corporation resulting from, any merger or consolidation or to which 
any Authenticating Agent shall be a party, or any corporation 
succeeding to the corporate trust business of any Authenticating 
Agent, shall be the successor of the Authenticating Agent hereunder, 
if such successor corporation is otherwise eligible under this Section 
6.14, without the execution or filing of any paper or any further act 
on the part of the parties hereto or the Authenticating Agent or such 
successor corporation.
An Authenticating Agent may resign at any time by 
giving written notice of resignation to the Trustee and to the 
Company.  The Trustee may at any time terminate the agency of any 
Authenticating Agent by giving written notice of termination to such 
Authenticating Agent and to the Company.  Upon receiving such a 
notice of resignation or upon such a termination, or in case at any 
time any Authenticating Agent shall cease to be eligible under this 
Section 6.14, the Trustee may appoint a successor Authenticating 
Agent with the prior written approval of the Company and shall mail 
notice of such appointment to all Holders of Securities of the series 
with respect to which such Authenticating Agent will serve, as the 
names and addresses of such Holders appear on the Security 
Register.  Any successor Authenticating Agent, upon acceptance of 
its appointment hereunder, shall become vested with all the rights, 
powers and duties of its predecessor hereunder, with like effect as if 
originally named as an Authenticating Agent.  No successor 
Authenticating Agent shall be appointed unless eligible under the 
provisions of this Section 6.14.
The Trustee agrees to pay to each Authenticating 
Agent from time to time reasonable compensation for its services 
under this Section 6.14 as may be agreed in a separate writing among 
the Company, the Trustee and such Authenticating Agent, and the 
Trustee shall be entitled to be reimbursed for such payments pursuant 
to Section 6.07.
If an appointment with respect to one or more series 
of Securities is made pursuant to this Section 6.14, the Securities of 
such series may have endorsed thereon, in addition to the Trustee's 
certificate of authentication, an alternate certificate of authentication 
in the following form:
This is one of the Securities of the series designated 
herein and referred to in the within-mentioned Indenture.
Dated:	THE BANK OF NEW 
YORK
As Trustee
By:	[NAME OF 
AUTHENTICATI
NG AGENT]
Authenticating Agent
By:	
		
		Authorized Signatory

ARTICLE VII	

CONCERNING THE HOLDERS
SECTION 7.01.	Acts of Holders.
(a)  	Any request, demand, authorization, direction, 
notice, consent, waiver or other action provided by this Indenture to 
be given or taken by Holders may be embodied in and evidenced by 
one or more instruments of substantially similar tenor signed by such 
Holders in Person or by agent duly appointed in writing, and, except 
as herein otherwise expressly provided, such action shall become 
effective when such instrument or instruments are delivered to the 
Trustee and, where it is hereby expressly required, to the Company.  
Such instrument or instruments (and the action embodied therein and 
evidenced thereby) are herein sometimes referred to as the "Act" of 
the Holders signing such instrument or instruments.
Without limiting the generality of the foregoing, unless 
otherwise established in or pursuant to a Board Resolution or set 
forth or determined in an Officers' Certificate, or established in one 
or more indentures supplemental hereto, pursuant to Section 2.05, a 
Holder, including a Book-Entry Depositary that is a Holder of a 
Global Security, may make, give or take, by a proxy, or proxies, duly 
appointed in writing, any request, demand, authorization, direction, 
notice, consent, waiver or other action provided in this Indenture to 
be made, given or taken by Holders, and a Book-Entry Depositary 
that is a Holder of a Global Security may provide its proxy or proxies 
to the beneficial owners of interests in any such Global Security 
through such Book-Entry Depositary's standing instructions and 
customary practices.
(b)  	The fact and date of the execution by any 
Person of any such instrument, writing or proxy may be proved by 
the affidavit of a witness of such execution or by a certificate of a 
notary public or other officer authorized by law to take 
acknowledgments of deeds, certifying that the individual signing such 
instrument, writing or proxy acknowledged to him the execution 
thereof.
Where such execution is by a signer acting in a 
capacity other than his individual capacity, such certificate or affidavit 
shall also constitute sufficient proof of his authority.  The fact and 
date of the execution of any such instrument, writing or proxy, or the 
authority of the Person executing the same, may also be proved in 
any other manner which the Trustee deems sufficient.
(c)  	The ownership of Registered Securities shall 
be proved by the Security Register.
(d)  	The principal or face amount and serial 
numbers of Bearer Securities of any series held by any Person, and 
the date of holding the same, may be proved by the production of 
such Bearer Securities or, if such Bearer Securities are Global Bearer 
Securities, by a certificate executed by the Book-Entry Depositary for 
such Global Bearer Securities.
(e)  	If the Company shall solicit from the Holders 
of Securities of any series any request, demand, authorization, 
direction, notice, consent, waiver or other Act, the Company may, at 
its option, by Board Resolution, fix in advance a record date for 
purposes of determining the identity of Holders of Securities entitled 
to give such request, demand, authorization, direction, notice, 
consent, waiver or other Act, but the Company shall have no 
obligation to do so.  Any such record date shall be fixed at the 
Company's discretion.  If such a record date is fixed, such request, 
demand, authorization, direction, notice, consent, waiver or other Act 
may be sought or given before or after the record date, but only the 
Holders of Securities of record at the close of business on such 
record date shall be deemed to be Holders of Securities for the 
purpose of determining whether Holders of the requisite proportion 
of Securities of such series Outstanding have authorized or agreed or 
consented to such request, demand, authorization, direction, notice, 
consent, waiver or other Act, and for that purpose the Securities of 
such series Outstanding shall be computed as of such record date.
With regard to any record date set pursuant to this 
subsection, the Holders of Outstanding Securities of the relevant 
series on such record date (or their duly appointed agents), and only 
such Persons, shall be entitled to take relevant action, whether or not 
such Holders remain Holders after such record date.  With regard to 
any action that may be taken hereunder only by Holders of a requisite 
principal amount of Outstanding Securities of any series (or their duly 
appointed agents) and for which a record date is set pursuant to this 
subsection, the Company may, at its option, set an expiration date 
after which no such action purported to be taken by any Holder shall 
be effective hereunder unless taken on or prior to such expiration 
date by Holders of the requisite principal amount of Outstanding 
Securities of such series on such record date (or their duly appointed 
agents).
On or prior to any expiration date set pursuant to this 
subsection, the Company may, on one or more occasions at its 
option, extend such expiration date to any later date.  Nothing in this 
subsection shall prevent any Holder (or any duly appointed agent 
thereof) from taking, at any time, any action contrary to or different 
from, any action previously taken, or purported to have been taken, 
hereunder by such Holder, in which event the Company may set a 
record date in respect thereof pursuant to this subsection.  
Notwithstanding the foregoing or the Trust Indenture Act, the 
Company shall not set a record date for, and the provisions of this 
paragraph shall not apply with respect to, any action to be taken by 
Holders pursuant to Section 5.01 or 5.06.
Upon receipt by the Trustee of written notice of any 
default described in Section 5.01, any declaration of acceleration, or 
any rescission and annulment of any such declaration, pursuant to 
Section 5.01 or of any direction in accordance with Section 5.06, a 
record date shall automatically and without any other action by any 
Person be set for the purpose of determining the Holders of 
Outstanding Securities of the series entitled to join in such notice, 
declaration, or rescission and annulment, or direction, as the case may 
be, which record date shall be the close of business on the day the 
Trustee receives such notice, declaration, rescission and annulment or 
direction, as the case may be.  The Holders of Outstanding Securities 
of such series on such record date (or their duly appointed agent), 
and only such Persons, shall be entitled to join in such notice, 
declaration, rescission and annulment, or direction, as the case may 
be, whether or not such Holders remain Holders after such record 
date; provided that, unless such notice, declaration, rescission and 
annulment, or direction, as the case may be, shall have become 
effective by virtue of Holders of the requisite principal amount of 
Outstanding Securities of such series on such record date (or their 
duly appointed agents) having joined therein on or prior to the 90th 
day after such record date, such notice of default, declaration, 
rescission and annulment, or direction, as the case may be,  given or 
made by the Holders, as the case may be, shall automatically and 
without any action by any Person be canceled and of no further 
effect.  Nothing in this paragraph shall prevent a Holder (or a duly 
appointed agent thereof) from giving, before or after the expiration of 
such 90-day period, a notice of default, a declaration of acceleration, 
a rescission and annulment of a declaration of acceleration or a 
direction in accordance with Section 5.06, contrary to or different 
from, or, after the expiration of such period, identical to, a previously 
given notice, declaration, rescission and annulment, or direction, as 
the case may be, that has been canceled pursuant to the proviso to the 
preceding sentence, in which event a new record date in respect 
thereof shall be set pursuant to this paragraph.
SECTION 7.02.	Proof of Execution by Holders.
Subject to the provisions of Sections 6.01 and 8.05, 
proof of the execution of any instrument by a Holder or his agent or 
proxy shall be sufficient if made in accordance with such reasonable 
rules and regulations as may be prescribed by the Trustee or in such 
manner as shall be satisfactory to the Trustee.  The Trustee may 
require such additional proof of any matter referred to in this Section 
as it shall deem necessary.
The record of any Holders' meeting shall be proved in 
the manner provided in Section 8.06.
SECTION 7.03.	Securities Owned by Company 
Deemed Not Outstanding.
In determining whether the holders of the requisite 
aggregate principal amount of Securities of one or more, or all, series 
have concurred in any direction, consent or waiver under this 
Indenture, Securities which are owned by the Company or any other 
obligor on the Securities or by any Person directly or indirectly 
controlling or controlled by or under direct or indirect common 
control with the Company, except for the Securities owned by or on 
behalf of a Business Trust, or any other obligor on the Securities shall 
be disregarded and deemed not to be outstanding for the purpose of 
any such determination; provided that for the purposes of determining 
whether the Trustee shall be protected in relying on any such 
direction, consent or waiver, only Securities which a Responsible 
Officer of the Trustee actually knows are so owned shall be so 
disregarded.  Securities so owned which have been pledged in good 
faith may be regarded as outstanding for the purposes of this Section 
7.03 if the pledgee shall establish to the satisfaction of the Trustee the 
pledgee's right to vote such Securities and that the pledgee is not the 
Company or any such other obligor or Person directly or indirectly 
controlling or controlled by or under direct or indirect common 
control with the Company or any such other obligor.  In the case of a 
dispute as to such right, any decision by the Trustee taken upon the 
advice of counsel shall be full protection to the Trustee.
SECTION 7.04.	Revocation of Consents; Future 
Holders Bound.
At any time prior to (but not after) the evidencing to 
the Trustee, as provided in Section 7.01, of the taking of any action 
by the Holders of the percentage in aggregate principal amount of the 
Securities of one or more, or all, series specified in this Indenture in 
connection with such action, any Holder of such a Security (or any 
Security issued in whole or in part in exchange or substitution 
therefor) the serial number of which is shown by the evidence to be 
included in the Securities the Holders of which have consented to 
such action may, by filing written notice with the Trustee at its 
principal office and upon proof of holding as provided in Section 
7.02, revoke such action so far as concerns such Security (or so far as 
concerns the principal amount represented by any exchanged or 
substituted Security).  Except as aforesaid, any such action taken by 
the Holder of any Security shall be conclusive and binding upon such 
Holder and upon all future Holders and owners of such Security, and 
of any Security issued in exchange or substitution therefor, 
irrespective of whether or not any notation in regard thereto is made 
upon such Security or any Security issued in exchange or substitution 
therefor.  Any action taken by the Holders of the percentage in 
aggregate principal amount of the Securities of one or more, or all, 
series specified in this Indenture in connection with such action shall 
be conclusively binding upon the Company, the Trustee and the 
Holders of such Securities.
ARTICLE VIII	

HOLDERS' MEETINGS
SECTION 8.01.	Purposes of Meetings
A meeting of Holders of one or more, or all, series 
may be called at any time and from time to time pursuant to the 
provisions of this Article VIII for any of the following purposes:
(a)  	to give any notice to the Company or to the 
Trustee, or to give any directions to the Trustee, or to consent to the 
waiving of any Default hereunder and its consequences, or to take 
any other action authorized to be taken by such Holders pursuant to 
any of the provisions of Article V;
(b)  	to remove the Trustee of such series and 
nominate a successor trustee pursuant to the provisions of Article VI;
(c)  	to consent to the execution of an indenture or 
indentures supplemental hereto pursuant to the provisions of Section 
9.02; or
(d)  	to take any other action authorized to be taken 
by or on behalf of the Holders of any specified aggregate principal 
amount of such Securities under any other provision of this Indenture 
or under applicable law.
SECTION 8.02.	Call of Meetings by Trustee.
The Trustee may at any time call a meeting of Holders 
of one or more, or all, series to take any action specified in Section 
8.01, to be held at such time and at such place in the Borough of 
Manhattan, The City of New York, as the Trustee shall determine or, 
with the approval of the Company, at any other place.  Notice of 
every such meeting, setting forth the time and the place of such 
meeting and in general terms the action proposed to be taken at such 
meeting, shall be mailed to Holders of such Securities at their 
addresses as they shall appear on the Security Register.  Such notice 
shall be mailed not less than 20 nor more than 180 days prior to the 
date fixed for the meeting.
SECTION 8.03.	Call of Meetings by Company or 
Holders.
In case at any time the Trustee shall have been 
requested to call a meeting of Holders of one or more, or all, series 
by the Company, pursuant to a resolution of the Board of Directors, 
or by the Holders of at least 33% in aggregate principal amount of all 
of such series, considered as one class, by written request setting 
forth in reasonable detail the action proposed to be taken at the 
meeting, and the Trustee shall not have mailed the notice of such 
meeting within 20 days after receipt of such request, then the 
Company or such Holders may determine the time and the place in 
the Borough of Manhattan, The City of New York, for such meeting 
and may call such meeting to take any action authorized in Section 
8.01, by mailing notice thereof as provided in Section 8.02.
SECTION 8.04.	Qualifications for Voting; Quorum; 
Action.
To be entitled to vote at any meeting of Holders of 
one or more, or all, series, a Person shall be (a) a Holder of one or 
more outstanding Securities of such series or (b) a Person appointed 
by an instrument in writing as proxy by a holder of one or more 
Securities of such series.  The only Persons who shall be entitled to 
be present or to speak at any meeting of Holders of any series shall be 
the Persons entitled to vote at such meeting and their counsel and any 
representatives of the Trustee and its counsel and any representatives 
of the Company and its counsel.
The Persons entitled to vote a majority in aggregate 
principal amount of the Outstanding Securities of the series with 
respect to which a meeting shall have been called as hereinbefore 
provided, considered as one class, shall constitute a quorum for a 
meeting of Holders of Securities of such series; provided, however, 
that if any action is to be taken at such meeting which this Indenture 
expressly provides may be taken by the Holders of a specified 
percentage, which is less than a majority in aggregate principal 
amount of the Outstanding Securities of such series, considered as 
one class, the Persons entitled to vote such specified percentage in 
principal amount of the Outstanding Securities of such series, 
considered as one class, shall constitute a quorum.  In the absence of 
a quorum within one hour of the time appointed for any such 
meeting, the meeting shall, if convened at the request of Holders of 
Securities of such series, be dissolved.  In any other case the meeting 
may be adjourned for such period as may be determined by the 
chairman of the meeting prior to the adjournment of such meeting.  In 
the absence of a quorum at any such adjourned meeting, such 
adjourned meeting may be further adjourned for such period as may 
be determined by the chairman of the meeting prior to the 
adjournment of such adjourned meeting.  Except as provided by 
Section 8.05, notice of the reconvening of any meeting adjourned for 
more than 30 days shall be given as provided in Section 8.02 not less 
than 20 days prior to the date on which the meeting is scheduled to 
be reconvened.  Notice of the reconvening of an adjourned meeting 
shall state expressly the percentage, as provided above, of the 
aggregate principal amount of the Outstanding Securities of such 
series which shall constitute a quorum.
Except as limited by Section 9.02, any resolution 
presented to a meeting or adjourned meeting duly reconvened at 
which a quorum is present as aforesaid may be adopted only by the 
affirmative vote of the Holders of a majority in aggregate principal 
amount of the Outstanding Securities of the series with respect to 
which such meeting shall have been called, considered as one class; 
provided, however, that, except as so limited, any resolution with 
respect to any action which this Indenture expressly provides may be 
taken by the Holders of a specified percentage, which is less than a 
majority in aggregate principal amount of the Outstanding Securities 
of such series, considered as one class, may be adopted at a meeting 
or an adjourned meeting duly reconvened and at which a quorum is 
present as aforesaid by the affirmative vote of the Holders of such 
specified percentage in principal amount of the Outstanding Securities 
of such series, considered as one class.
Any resolution passed or decision taken at any 
meeting of Holders of Securities duly held in accordance with this 
Section shall be binding on all the Holders of Securities of the series 
with respect to which such meeting shall have been held, whether or 
not present or represented at the meeting.
SECTION 8.05.	Regulations.
Notwithstanding any other provisions of this 
Indenture, the Trustee may make such reasonable regulations as it 
may deem advisable for any meeting of Holders, in regard to proof of 
the holding of such Securities and of the appointment of proxies, and 
in regard to the appointment and duties of inspectors of votes, the 
submission and examination of proxies, certificates and other 
evidence of the right to vote, and such other matters concerning the 
conduct of the meeting as it shall think fit.
The Trustee shall, by an instrument in writing, appoint 
a temporary chairman of the meeting, unless the meeting shall have 
been called by the Company or by Holders as provided in Section 
8.03, in which case the Company or the Holders of the series calling 
the meeting, as the case may be, shall in like manner appoint a 
temporary chairman.  A permanent chairman and a permanent 
secretary of the meeting shall be elected by majority vote of the 
meeting.
Subject to the provisions of Section 8.04, at any 
meeting each Holder of Securities of such series or proxy therefor 
shall be entitled to one vote for each $25 principal amount of 
Securities held or represented by him; provided, however, that no 
vote shall be cast or counted at any meeting in respect of any Security 
challenged as not outstanding and ruled by the chairman of the 
meeting to be not outstanding.  The chairman of the meeting shall 
have no right to vote other than by virtue of Securities held by him or 
instruments in writing as aforesaid duly designating him as the person 
to vote on behalf of other Holders.  Any meeting of Holders duly 
called pursuant to the provisions of Section 8.02 or 8.03 may be 
adjourned from time to time by a majority in aggregate principal 
amount of the outstanding Securities of all series represented at the 
meeting, considered as one class, and the meeting may be held as so 
adjourned without further notice.
SECTION 8.06.	Voting.
The vote upon any resolution submitted to any 
meeting of Holders of Securities shall be by written ballots on which 
shall be subscribed the signatures of such Holders or of their 
representatives by proxy and the serial number or numbers of the 
Securities of the series with respect to which the meeting shall have 
been called, held or represented by them.  The permanent chairman of 
the meeting shall appoint two inspectors of votes who shall count all 
votes cast at the meeting for or against any resolution and who shall 
make and file with the secretary of the meeting their verified written 
reports in triplicate of all votes cast at the meeting.  A record in 
duplicate of the proceedings of each meeting of Holders shall be 
prepared by the secretary of the meeting and there shall be attached 
to said record the original reports of the inspectors of votes on any 
vote by ballot taken thereat and affidavits by one or more persons 
having knowledge of the facts setting forth a copy of the notice of the 
meeting and showing that said notice was mailed as provided in 
Section 8.02.  The record shall show the serial numbers of the 
Securities voting in favor of or against any resolution.  The record 
shall be signed and verified by the affidavits of the permanent 
chairman and secretary of the meeting and one of the duplicates shall 
be delivered to the Company and the other to the Trustee to be 
preserved by the Trustee, the latter to have attached thereto the 
ballots voted at the meeting.  
Any record so signed and verified shall be conclusive 
evidence of the matters therein stated.
ARTICLE IX	

SUPPLEMENTAL INDENTURES
SECTION 9.01.	Supplemental Indentures Without 
Consent of Holders.

Without the consent of any Holders, the Company, the 
Guarantor and the Trustee, at any time and from time to time, may 
enter into one or more indentures supplemental hereto, in form 
satisfactory to the Trustee, for any of the following purposes:
(a)  	to evidence the succession of another Person 
to the Company or the Guarantor and the assumption by any such 
successor of the covenants of the Company or the Guarantor herein 
and in the Securities, all as provided in Article X; or
(b)  	to add one or more covenants of the Company 
or the Guarantor or other provisions for the benefit of all Holders or 
for the benefit of the Holders of, or to remain in effect only so long as 
there shall be Outstanding, Securities of one or more specified series, 
or to surrender any right or power herein conferred upon the 
Company or the Guarantor; or
(c)  	to add any additional Events of Default with 
respect to all or any series of Securities Outstanding hereunder; or
(d)  	to modify, eliminate or add provisions hereto 
to such extent as shall be necessary to ensure that (1) the Company 
will not be classified as an association or a publicly traded partnership 
taxable as a corporation for United States federal income tax 
purposes or (2) the Company or the Guarantor will not be required to 
register as an "investment company" under the Investment Company 
Act; or
(e)  	to change or eliminate any provision of this 
Indenture or to add any new provision to this Indenture; provided 
that such change, elimination or addition shall become effective only 
as to the Securities of any series created by such supplemental 
indenture and Securities of any series subsequently created to which 
such change or elimination is made applicable by the subsequent 
supplemental indenture creating such series; or
(f)  	to provide collateral security for the Securities; 
or
(g)  	to establish the form or terms of Securities of 
any series as contemplated by Sections 2.01 and 2.05; or
(h)  	to provide for the authentication and delivery 
of Bearer Securities and coupons appertaining thereto representing 
interest, if any, thereon and for the procedures for the registration, 
exchange and replacement thereof and for the giving of notice to, and 
the solicitation of the vote or consent of, the holders thereof, and for 
any and all other matters incidental thereto; or
(i)  	to evidence and provide for the acceptance of 
appointment hereunder by a separate or successor Trustee or co-
trustee with respect to the Securities of one or more series and to add 
to or change any of the provisions of this Indenture as shall be 
necessary to provide for or facilitate the administration of the trusts 
hereunder by more than one Trustee, pursuant to the requirements 
herein; or
(j)  	to provide for the procedures required to 
permit the Company to utilize, at its option, a non-certificated system 
of registration for all, or any series of, the Securities; or
(k)  	to change any place or places where (1) the 
principal of and premium, if any, and interest or other payments, if 
any, on all or any series of Securities shall be payable, (2) all or any 
series of Securities may be surrendered for registration of transfer, 
(3) all or any series of Securities may be surrendered for exchange 
and (4) notices and demands to or upon the Company or the 
Guarantor in respect of all or any series of Securities and this 
Indenture may be served; or
(l)  	to cure any ambiguity, to correct or 
supplement any provision herein which may be defective or 
inconsistent with any other provision herein, or to make any other 
changes to the provisions hereof or to add other provisions with 
respect to matters or questions arising under this Indenture; provided 
that, except in the case of clause (d) above, such other changes or 
additions shall not adversely affect the interests of the Holders of 
securities of any series in any material respect.
The Trustee is hereby authorized to join with the 
Company and the Guarantor in the execution of any supplemental 
indenture to effect such amendment, to make any further appropriate 
agreements and stipulations which may be therein contained and to 
accept the conveyance, transfer and assignment of any property 
thereunder, but the Trustee shall not be obligated to, but may in its 
discretion, enter into any such supplemental indenture which affects 
the Trustee's own rights, duties or immunities under this Indenture or 
otherwise.
Any amendment to this Indenture authorized by the 
provisions of this Section 9.01 may be executed by the Company, the 
Guarantor and the Trustee without the consent of the Holders of any 
of the Securities at the time outstanding, notwithstanding any of the 
provisions of Section 9.02.
Without limiting the generality of the foregoing, if the 
Trust Indenture Act as in effect at the date of the execution and 
delivery of this Indenture or at any time thereafter shall be amended 
and (x) if any such amendment shall require one or more changes to 
any provisions hereof or the inclusion herein of any additional 
provisions, or shall by operation of law be deemed to effect such 
changes or incorporate such provisions by reference or otherwise, 
this Indenture shall be deemed to have been amended so as to 
conform to such amendment to the Trust Indenture Act, and the 
Company, the Guarantor and the Trustee may, without the consent of 
any Holders, enter into an indenture supplemental hereto to effect or 
evidence such changes or additional provisions; or (y) if any such 
amendment shall permit one or more changes to, or the elimination 
of, any provisions hereof which, at the date of the execution and 
delivery hereof or at any time thereafter, are required by the Trust 
Indenture Act to be contained herein, this Indenture shall be deemed 
to have been amended to effect such changes or elimination, and the 
Company, the Guarantor and the Trustee may, without the consent of 
any Holders, enter into an indenture supplemental hereto to evidence 
such amendment hereof. 
SECTION 9.02.	Supplemental Indentures With 
Consent of Holders.
With the consent (evidenced as provided in Section 
7.01) of the Holders of a majority in aggregate principal amount of 
each series of the Securities then outstanding under this Indenture 
that is directly affected thereby, the Company, when authorized by a 
Board Resolution, the Guarantor and the Trustee may from time to 
time and at any time modify this Indenture for the purpose of adding 
any provisions to, or changing in any manner or eliminating any of the 
provisions of, this Indenture or modifying in any manner the rights of 
the Holders of  such series of the Securities under this Indenture; 
provided, however, that no such modification shall without the 
consent of the Holder of each Security of such series then 
outstanding and affected thereby (i) change the Stated Maturity, if 
any, of the principal of, or any installment of or interest on (except as 
contemplated by Article XV), any series of Securities, or reduce the 
principal amount thereof, or reduce the rate of interest thereon (or the 
amount of any installment of interest thereon) or change the method 
of calculating such rate or reduce any premium payable upon the 
redemption thereof, or change the coin or currency (or other 
property), in which any Security or any premium or the interest 
thereon is payable, or impair the right to institute suit for the 
enforcement of any such payment, (ii) reduce the percentage of 
principal amount of outstanding Securities of any series (or, if 
applicable, in liquidation amount of any Trust Securities related to the 
Securities of such series), the holders of which are required to 
consent to any such modification of this Indenture, (iii) reduce any 
amount payable under, delay or defer the required time of payment 
under, or impair the right to institute suit to enforce any payment 
under the Guarantee, (iv) modify the provisions of this Indenture with 
respect to the subordination of the Securities of any series or the 
applicable Guarantee or (v) modify any of the provisions of this 
Section 9.02, Section 5.06 or Section 3.11, except to increase the 
percentage in aggregate principal amount required or to provide that 
certain other provisions of this Indenture cannot be modified or 
waived without the consent of the holder of each outstanding 
Security affected thereby; provided, however, that so long as Trust 
Securities related to Securities of such series remain outstanding, if 
such modification adversely affects the holders of such Trust 
Securities, such modification shall not be effective, and no 
termination of this Indenture may occur, and no waiver of any Event 
of Default or compliance with any covenant under this Indenture may 
be effective, until the holders of a majority in aggregate liquidation 
amount of such Trust Securities shall have given their prior consent, 
obtained as provided in the Trust Agreement pertaining to the 
Business Trust that issued such Trust Securities, to such 
modification, termination or waiver unless and until the principal of 
the Securities of such series and all accrued and unpaid interest or 
other amounts thereon have been paid in full; provided, further, that if 
the prior consent of the holder of each outstanding Security of such 
series is required, such amendment or waiver shall not be effective 
until each holder of such Trust Securities shall have so consented to 
such amendment or waiver.
Notwithstanding the foregoing, no amendment or 
modification may be made to this Indenture if such amendment or 
modification would cause (i) the Company to be classified as an 
association or a publicly traded partnership taxable as a corporation 
for United States Federal income tax purposes or (ii) the Company or 
the Guarantor to be required to register as an "investment company" 
under the Investment Company Act.
Upon the request of the Company accompanied by a 
copy of a resolution of the Board of Directors certified by an 
authorized signatory of the Company authorizing the execution of 
any supplemental indenture affecting such amendment, and upon the 
filing with the Trustee of evidence of the consent of Holders as 
aforesaid, the Trustee shall join with the Company and the Guarantor 
in the execution of such supplemental indenture unless such 
supplemental indenture affects the Trustee's own rights, duties or 
immunities under this Indenture or otherwise, in which case the 
Trustee may in its discretion, but shall not be obligated to, enter into 
such supplemental indenture. 
Promptly after the execution by the Company, the 
Guarantor and the Trustee of any supplemental indenture pursuant to 
the provisions of this Section, the Trustee shall transmit by mail, first 
class postage prepaid, a notice, prepared by the Company, setting 
forth in general terms the substance of such supplemental indenture, 
to the affected Holders as their names and addresses appear upon the 
Security Register.  Any failure of the Trustee to mail such notice, or 
any defect therein, shall not, however, in any way impair or affect the 
validity of any such supplemental indenture.
It shall not be necessary for the consent of such 
Holders under this Section 9.02 to approve the particular form of any 
proposed supplemental indenture, but it shall be sufficient if such 
consent shall approve the substance thereof.
SECTION 9.03.	Compliance with Trust Indenture 
Act; Effect of Supplemental Indentures.
Any supplemental indenture executed pursuant to the 
provisions of this Article IX shall comply with the Trust Indenture 
Act.  Upon the execution of any supplemental indenture pursuant to 
the provisions of this Article IX, this Indenture shall be and be 
deemed to be modified and amended in accordance therewith and the 
respective rights, limitations of rights, obligations, duties and 
immunities under this Indenture of the Trustee, the Company, the 
Guarantor and the holders of Securities shall thereafter be 
determined, exercised and enforced hereunder subject in all respects 
to such modifications and amendments and all the terms and 
conditions of any such supplemental indenture shall be and be deemed 
to be part of the terms and conditions of this Indenture for any and all 
purposes.
SECTION 9.04.	Notation on Securities.
Securities of any series authenticated and delivered 
after the execution of any supplemental indenture affecting such 
series pursuant to the provisions of this Article IX may bear a 
notation in form approved by the Trustee as to any matter provided 
for in such supplemental indenture.  If the Company or the Trustee 
shall so determine, new Securities so modified as to conform, in the 
opinion of the Trustee and the Board of Directors, to any 
modification of this Indenture contained in any such supplemental 
indenture may be prepared and executed by the Company, the 
Guarantor, authenticated by the Trustee or the Authenticating Agent 
and delivered in exchange for such Securities then outstanding.
SECTION 9.05.	Evidence of Compliance of 
Supplemental Indenture to be Furnished Trustee.
The Trustee, subject to the provisions of Sections 6.01 
and 6.02, may receive an Officers' Certificate and an Opinion of 
Counsel as conclusive evidence that any supplemental indenture 
executed pursuant to this Article is authorized or permitted by, and 
conforms to, the terms of this Article and that it is proper for the 
Trustee under the provisions of this Article to join in the execution 
thereof.
ARTICLE X	

CONSOLIDATION, CONVERSION, MERGER,
SALE, CONVEYANCE AND LEASE
SECTION 10.01.	Company and Guarantor May 
Consolidate, etc., on Certain Terms.
(a)	The Guarantor shall not consolidate with or 
merge into any other corporation, or convey or otherwise transfer or 
lease its properties and assets substantially as an entirety to any 
Person, unless (a) the corporation formed by such consolidation or 
into which the Guarantor is merged or the Person which acquires by 
conveyance or transfer, or which leases, the properties and assets of 
the Guarantor substantially as an entirety (a "successor corporation") 
shall expressly assume, by an indenture supplemental hereto, executed 
and delivered to the Trustee, the performance of every covenant of 
this Indenture on the part of the Guarantor to be performed or 
observed, including the obligations of the Guarantor under the 
Guarantee if applicable to a particular series of Securities, (b) 
immediately after giving effect to such transaction,  no Event of 
Default, and no event which, after notice or lapse of time or both, 
would become an Event of Default, shall have occurred and be 
continuing and (c) the Guarantor shall have delivered to the Trustee 
an Officers' Certificate and an Opinion of Counsel, each stating that 
such consolidation, merger, conveyance, or other transfer or lease 
and such supplemental indenture comply with this Article and that all 
conditions precedent herein provided for relating to such transactions 
have been complied with.  
(b)	The Company may not consolidate, 
amalgamate, merge with or into, or be replaced by, or convey, 
transfer or lease its properties and assets substantially as an entirety 
to, any corporation or other entity, except as provided in this Section 
10.01.  The Company may, without the consent of the holders of the 
Securities or any series, consolidate, amalgamate, merge with or into, 
or be replaced by a limited partnership, limited liability company or 
trust organized under the laws of any state of the United States; 
provided, that (i) such successor entity either (a) expressly assumes 
all of the obligations of the Company under the Securities of such 
series or (b) substitutes for the Securities of such series other 
securities having substantially the same terms as the Securities of such 
series (the "Successor Securities"), so long as the Successor 
Securities are not junior to any other equity securities of the 
successor entity with respect to participation in the profits and 
distributions, and in the assets, of the successor entity, (ii) if the 
Securities of such series are then so listed, the Securities of such 
series continue to be listed, or any Successor Securities are or will be 
listed upon notification of issuance, on any national securities 
exchange or with another organization on which the Securities of 
such series are then listed or quoted, (iii) such merger, consolidation, 
amalgamation or replacement does not cause the Trust Securities 
related to such series of Securities (or, in the event that the Business 
Trust is liquidated, the Securities of such series (including any 
Successor Securities)) to be downgraded by any nationally 
recognized statistical securities rating organization, (iv) such merger, 
consolidation, amalgamation or replacement does not adversely affect 
the powers, preferences and other special rights of the holders of such 
Trust Securities or Securities of such series (including any Successor 
Securities) in any material respect (other than, in the case of the 
Securities of such series or Successor Securities, with respect to any 
dilution of the holders' interest in the new resulting entity), (v) such 
successor entity has a purpose substantially identical to that of the 
Company, (vi) the Guarantor guarantees the obligations of such 
successor entity under the Successor Securities to the same extent as 
provided by the Guarantee if applicable to such series of Securities 
and (vii) prior to such merger, consolidation, amalgamation or 
replacement, the Guarantor and the Company have received an 
Opinion of Counsel experienced in such matters to the effect that (A)  
such successor entity will be treated as a partnership and not as an 
association or publicly traded partnership taxable as a corporation for 
United States federal income tax purposes, (B) such merger, 
consolidation, amalgamation or replacement will not adversely affect 
the limited liability of the holders of the Securities of such series (or 
the Successor Securities), (C) following such merger, consolidation, 
amalgamation or replacement, neither the Guarantor, the Company 
nor such successor entity will be required to register as an 
"investment company" under the Investment Company Act and (D) 
such merger, consolidation, amalgamation or replacement would not 
cause (x) the Business Trust that issued such Trust Securities to be 
classified as other than as a grantor trust for United States federal 
income tax purposes and (y) the beneficiaries of such Business Trust 
to not be fully entitled to the underlying income of such Business 
Trust as it arises for purposes of United Kingdom tax law.
In the event that any such successor entity is 
organized under the laws of a country located outside of a Taxing 
Jurisdiction and withholding or deduction is required by law for or on 
account of any present or future taxes, duties, assessments or 
governmental charges of whatever nature imposed, levied, collected, 
withheld or assessed by or within such country in which the successor 
entity is organized or by or within any political subdivision thereof or 
any authority therein or thereof having power to tax, the successor 
entity shall pay to the relevant holder of the Securities, such 
additional amounts, under the same circumstances and subject to the 
same limitations as are specified for "Gross-Up Taxes" as is set forth 
in Section 3.12 hereof, but substituting for the applicable Taxing 
Jurisdiction in each place the name of the country under the laws of 
which such successor entity is organized, managed and controlled or 
has a place of business.  In addition, such successor entity shall be 
entitled to effect an optional tax redemption of the Securities under 
the same circumstances and subject to the same limitations as are set 
forth in Section 13.02 hereof, but substituting for the applicable 
Taxing Jurisdiction in each place the name of the country under the 
laws of which such successor entity is organized, managed and 
controlled or has a place of business and substituting the date of 
succession for the date of the relevant prospectus for the Securities of 
such series.
SECTION 10.02.	Successor Corporation Substituted. 
Upon any consolidation by the Company or the 
Guarantor with or merger by the Company or the Guarantor into any 
other corporation or any conveyance, transfer, lease or other 
disposition of the properties and assets of the Company or the 
Guarantor substantially as an entirety in accordance with Section 
10.01, the successor corporation formed by such consolidation or 
into which the Company or the Guarantor is merged or to which such 
conveyance, transfer or lease is made shall succeed to, and be 
substituted for, and may exercise every right and power of, the 
Company or the Guarantor under this Indenture with the same effect 
as if such successor corporation had been named as the Company or 
the Guarantor herein, and thereafter the predecessor corporation shall 
be relieved of all obligations and covenants under this Indenture and 
the Securities.
ARTICLE XI	

SATISFACTION AND DISCHARGE
SECTION 11.01.	Satisfaction and Discharge of 
Indenture
This Indenture shall upon Company Request cease to 
be of further effect (except as to any surviving rights of registration 
of transfer or exchange of Securities of any series herein expressly 
provided for and rights to receive payments of any principal, premium 
or interest in respect thereof and any right to receive any Additional 
Amounts or Additional Interest as provided herein), and the Trustee 
shall execute proper instruments acknowledging satisfaction and 
discharge of this Indenture, when
	(1)	either (A) all Securities theretofore 
authenticated and delivered (other than (i) Securities which 
have been destroyed, lost or stolen and which have been 
replaced or paid as provided in Section 2.11 and (ii) Securities 
for whose payment money has theretofore been deposited in 
trust with the Trustee or any Paying Agent or segregated and 
held in trust by the Company and thereafter repaid to the 
Company or discharged from such trust, as provided in 
Section 3.03) have been delivered to the Trustee for 
cancellation; or
(B)	all such Securities not theretofore delivered to 
the Trustee for cancellation
	(i)	have become due and payable, or
	(ii)	will become due and payable at their 
Stated Maturity within one year, or
	(iii)	are to be called for redemption within 
one year under arrangements for the giving of notice 
of redemption by the Trustee in the name, and at the 
expense, of the Company, or
	(iv)	are deemed paid and discharged 
pursuant to Section 11.03, as applicable.
and the Company, in the case of (i), (ii) or (iii) above, has deposited 
or caused to be deposited with the Trustee as trust funds in trust for 
the purpose an amount of (a) money in the currency or units of 
currency in which such Securities are payable, or (b) Government 
Obligations (denominated in the same currency or units of currency in 
which such Securities are payable) which through the payment of 
interest and principal in respect thereof in accordance with their terms 
will provide not later than one day before the Stated Maturity or 
Redemption Date, as the case may be, money in an amount, or (c) a 
combination of money or Government Obligations as provided in (b) 
above, in each case, sufficient to pay and discharge the entire 
indebtedness on such Securities not theretofore delivered to the 
Trustee for cancellation, for principal (and premium, if any) and 
interest, if any, to the date of such deposit (in the case of Securities 
which have become due and payable) or to the Stated Maturity or 
Redemption Date, as the case may be;
			(2)	the Company has paid or caused to be 
paid all other sums payable hereunder by the Company; and
			(3)	the Company has delivered to the 
Trustee an Officers' Certificate and an Opinion of Counsel, 
each stating that all conditions precedent herein provided for 
relating to the satisfaction and discharge of this Indenture 
have been complied with.
Notwithstanding the satisfaction and discharge of this 
Indenture, the obligations of the Company to the Trustee under 
Section 6.07, the obligations of the Trustee to any Authenticating 
Agent under Section 6.14 and, if money shall have been deposited 
with the Trustee pursuant to subclause (B) of clause (1) of this 
Section 11.01 or if money or Government Obligations shall have been 
deposited with or received by the Trustee pursuant to Section 11.03, 
the obligations of the Trustee under Section 11.02 and the last 
paragraph of Section 3.03 shall survive.
SECTION 11.02.	Application of Trust Money
(a)  	Subject to the provisions of the last paragraph 
of Section 3.03, all money or  Government Obligations deposited 
with the Trustee pursuant to Sections 11.01 or 11.03 and all money 
received by the Trustee in respect of Government Obligations 
deposited with the Trustee pursuant to Sections 11.01 or 11.03, shall 
be held in trust and applied by it, in accordance with the provisions of 
the Securities of any series and this Indenture, to the payment, to the 
persons entitled thereto, of the principal of, premium, if any, and 
interest, if any, on the Securities of any series for whose payment 
such money has been deposited with or received by the Trustee or to 
make mandatory sinking fund payments or analogous payments as 
provided by Sections 11.01 or 11.03.
(b)  	The Company shall pay and shall indemnify the 
Trustee against any tax, fee or other charge imposed on or assessed 
against Government Obligations deposited pursuant to Sections 
11.01 or 11.03 or the interest and principal received in respect of 
such obligations other than any payable by or on behalf of Holders.
(c)  	The Trustee shall deliver or pay to the 
Company from time to time upon Company Request any Government 
Obligations or money held by it as provided in Sections 11.01 or 
11.03 which, in the opinion of a nationally recognized firm of 
independent certified public accountants expressed in a written 
certification thereof delivered to the Trustee, are then in excess of the 
amount thereof which then would have been required to be deposited 
for the purpose for which such Government Obligations or money 
was deposited or received.  This provision shall not authorize the sale 
by the Trustee of any Government Obligations held under this 
Indenture.
(d)  	Any monies paid by the Company to the 
Trustee or any Paying Agent, or held by the Company in trust, for the 
payment of the principal of, premium, if any, interest, if any, or 
Additional Amounts, if any, or Additional Interest, if any, on 
Securities of any series and remaining unclaimed at the end of two 
years after such principal, premium, interest, Additional Interest or 
Additional Amounts become due and payable will be repaid to the 
Company, or released from the trust, upon its written request, and 
upon such repayment or release all liability of the Company, the 
Trustee and such Paying Agent with respect thereto will cease.
SECTION 11.03.	Satisfaction, Discharge and 
Defeasance of Securities of any Series
The Company, at its option, may elect (a) to be 
discharged from any and all obligations in respect of the Securities of 
a series (except in each case for the obligations to register the transfer 
or exchange of the Securities of that series, replace stolen, lost or 
mutilated Securities of that series, maintain paying agencies and hold 
moneys for payment in trust); or (b) not to comply with any term, 
provision or condition set forth in Section 10.01(b) with respect to 
the Securities of any series, provided that the following conditions 
shall have been satisfied:
The Company has deposited or caused to be 
irrevocably deposited (except as provided in Section 6.07, 11.02(d), 
and the last paragraph of Section 3.03) with the Trustee (specifying 
that each deposit is pursuant to this Section 11.03) as trust funds in 
trust, specifically pledged as security for, and dedicated solely to, the 
benefit of the Holders of the Securities of such series, (i) money or 
(ii) Government Obligations which through the payment of interest 
and principal in respect thereof in accordance with their terms will 
provide money in an amount, or (iii) a combination thereof, in each 
case, in an amount sufficient, in the opinion of a nationally recognized 
firm of independent accountants, to pay and discharge the principal 
of, premium, if any, and interest, if any (including any Additional 
Amounts or Additional Interest then known), if any, on the 
outstanding Securities of such series on the dates such payments are 
due in accordance with the terms of the Securities of such series (or if 
the Company has designated a Redemption Date pursuant to the final 
sentence of this paragraph, to and including the Redemption Date so 
designated by the Company), and no Event of Default or event which 
with notice or lapse of time would become an Event of Default 
(including by reason of such deposit) with respect to the Securities of 
such series shall have occurred and be continuing on the date of such 
deposit or, insofar as Sections 5.01(d) and 5.01(e) are concerned, at 
any time during the period ending on the 91st day after the date of 
such deposit (it being understood that this condition shall not be 
satisfied until the expiration of such period), and the Securities of 
such series will not be delisted by any securities exchange on which 
they are traded as a result of the deposit of trust funds in trust.  To 
exercise any such option, the Company is required to deliver to the 
Trustee (i) an opinion of independent counsel of recognized standing 
to the effect that (x) the Holders of the Securities of such series will 
not recognize income, gain or loss for United States federal income 
tax purposes as a result of such deposit, and will be subject to United 
States federal income tax on the same amounts, in the same manner 
and at the same times as would have been the case absent such 
deposit, which in the case of clause (a) above must be based on a 
change in law or a published ruling by the United States Internal 
Revenue Service, and (y) the deposit shall not result in the Company 
being deemed to be an "investment company" required to be 
registered under the Investment Company Act and (ii) an Officers' 
Certificate certifying (x) as to compliance with all conditions 
precedent provided for in this Indenture relating to the satisfaction 
and discharge of the Securities of such series and (y) that there does 
not exist a default in the payment of all or any portion of any Senior 
Debt or any other default affecting Senior Debt permitting its 
acceleration as the result of which the maturity of Senior Debt has 
been accelerated.  If the Company shall wish to deposit or cause to be 
deposited money or Government Obligations to pay or discharge the 
principal of, premium, if any and interest, if any, (including any 
Additional Amounts or Additional Interest then known), if any, on 
the outstanding Securities of such series to and including a 
Redemption Date on which all of the outstanding Securities of such 
series are to be redeemed, such Redemption Date shall be irrevocably 
designated by a Board Resolution delivered to the Trustee on or prior 
to the date of deposit of such money or Government Obligations, and 
such Board Resolution shall be accompanied by an irrevocable 
Company Request that the Trustee give notice of such redemption in 
the name and at the expense of the Company not less than 30 nor 
more than 60 days prior to such Redemption Date in accordance with 
this Indenture.
ARTICLE XII	

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS
SECTION 12.01.	Indenture and Securities Solely 
Corporate Obligations.
No recourse for the payment of the principal of or 
premium, if any, or interest on any Security, or for any claim based 
thereon or otherwise in respect thereof, and no recourse under or 
upon any obligation, covenant or agreement of the Company or the 
Guarantor in this Indenture, or in any Security, or because of the 
creation of any indebtedness represented thereby, shall be had against 
any incorporator, stockholder, officer or director, as such, past, 
present or future, of the Company or the Guarantor or of any 
successor Person to the Company or the Guarantor, either directly or 
through the Company or any successor Person to the Company or the 
Guarantor, whether by virtue of any constitution, statute or rule of 
law, or by the enforcement of any assessment or penalty or otherwise; 
it being expressly understood that all such liability is hereby expressly 
waived and released as a condition of, and as a consideration for, the 
execution of this Indenture and the issue of the Securities.
ARTICLE XIII	

REDEMPTION OF SECURITIES
SECTION 13.01.	Applicability of Article.
Securities of any series which are redeemable before 
their Stated Maturity shall be redeemable in accordance with their 
terms and (except as otherwise specified in or contemplated by 
Section 2.05 for Securities of any series) in accordance with this 
Article XIII.
SECTION 13.02.	Optional Tax Redemption.
If (a) the Company or Yorkshire Group satisfies the 
Trustee prior to the giving of a notice as provided below that it has or 
will become obligated to pay Additional Amounts with respect to the 
Securities of any series or the Guarantee applicable to such series as a 
result of either (x) any change in, or amendment to, the laws or 
regulations of a Taxing Jurisdiction or any political subdivision or any 
authority or agency thereof or therein having power to tax or levy 
duties, or any change in the application or interpretation of such laws 
or regulations, which change or amendment becomes effective on or 
after the date of the prospectus for such series of Securities or (y) the 
issuance of definitive Registered Securities pursuant to either (i) an 
Optional Definitive Security Request, (ii) the unwillingness or 
inability of DTC to continue to hold the Book-Entry Interests relating 
to such series or DTC's ceasing to be a "clearing agency" registered 
under the Exchange Act and, in either case, a successor is not 
appointed by the Company within 120 days, or (iii) the unwillingness 
or inability of the Book-Entry Depositary to continue to serve as the 
book-entry depositary with respect to the Global Security or 
Securities and a successor is not appointed by the Company within 
120 days and (b) such obligation cannot be avoided by the Company 
or Yorkshire Group taking reasonable measures available to it, then 
the Company shall have the right, at its option, upon not less than 30 
days nor more than 60 days' written notice to the Holders of such 
series, to redeem such Securities, in whole but not in part, at 100% of 
the principal amount thereof plus accrued and unpaid interest thereon, 
and Additional Amounts, if any, provided that no such notice of 
redemption shall be given earlier than 90 days prior to the earliest 
date on which the Guarantor or the Company would be obligated to 
pay such Additional Amounts were a payment in respect of such 
Securities then due.  Prior to the publication of any notice of 
redemption pursuant to this Section 13.02, the Company shall deliver 
to the Trustee a certificate signed by a director of the Company 
stating that the obligation referred to in clause (a) above cannot be 
avoided by Yorkshire Group or the Company taking reasonable 
measures available to it, and the Trustee shall accept such certificate 
as sufficient evidence of the condition precedent set out in clause (b) 
above, in which event it shall be conclusive and binding on the 
Holders.   
SECTION 13.03.	Notice of Redemption; Selection of 
Securities.
In case the Company shall desire to exercise the right 
to redeem all, or, as the case may be, any part of the Securities of any 
series in accordance with their terms, it shall fix a date for redemption 
and shall mail a notice of such redemption at least 30 and not more 
than 60 days prior to the date fixed for redemption to the Holders of 
such Securities so to be redeemed as a whole or in part at their last 
addresses as the same appear on the Security Register.  Such mailing 
shall be by first class mail.  The notice if mailed in the manner herein 
provided shall be conclusively presumed to have been duly given, 
whether or not the Holder receives such notice.  In any case, failure 
to give such notice by mail or any defect in the notice to the holder of 
any Security designated for redemption as a whole or in part shall not 
affect the validity of the proceedings for the redemption of any other 
Security.
Each such notice of redemption shall specify the 
CUSIP number of the Securities to be redeemed, the date fixed for 
redemption, the Redemption Price at which the Securities are to be 
redeemed (or the method by which such Redemption Price is to be 
calculated), the place or places of payment, that payment will be 
made upon presentation and surrender of the Securities, that interest 
accrued to the date fixed for redemption will be paid as specified in 
said notice, that the redemption is for a sinking or other fund, if such 
is the case, and that on and after said date interest thereon or on the 
portions thereof to be redeemed will cease to accrue.  If less than all 
the Securities of a series are to be redeemed the notice of redemption 
shall specify the numbers of the Securities to be redeemed.  In case 
any Security is to be redeemed in part only, the notice of redemption 
shall state the portion of the principal amount thereof to be redeemed 
and shall state that on and after the date fixed for redemption, upon 
surrender of such Security, a new Security or Securities in principal 
amount equal to the unredeemed portion thereof will be issued.  The 
Company may not redeem less than all of the Securities of any series 
unless all accrued and unpaid interest, if any, has been paid in full on 
all outstanding Securities of such series for all interest periods 
terminating on or prior to the Redemption Date.
The Redemption Price shall be paid prior to 12:00 
noon, New York City time, on the redemption date specified in the 
notice of redemption given as provided in this Section, or such earlier 
time as the Company determines; provided that, prior to 10:00 a.m., 
New York City time, on such date of redemption, the Company shall 
deposit with the Trustee or with one or more Paying Agents an 
amount of money sufficient to redeem all the Securities so called for 
redemption at the appropriate Redemption Price, together with 
accrued interest to the date fixed for redemption.
The Company will give the Trustee notice in writing 
not less than 45 days prior to the redemption date as to the aggregate 
principal amount of Securities of such series to be redeemed and the 
Trustee shall select, in such manner as in its sole discretion it shall 
deem appropriate and fair, the Securities or portions thereof (in 
integral multiples of $25, except as otherwise set forth in the 
applicable form of Security) to be redeemed.
SECTION 13.04.	Securities Payable on Redemption 
Date.
Notice of redemption having been given as aforesaid, 
the Securities so to be redeemed shall, on the Redemption Date, 
become due and payable at the Redemption Price therein specified, 
and from and after such date (unless the Company shall default in the 
payment of the Redemption Price and accrued and unpaid interest 
thereon) such Securities shall cease to bear interest.  Upon surrender 
of any such Security for redemption in accordance with said notice, 
and Security shall be paid by the Company at the Redemption Price, 
together with accrued and unpaid interest to the Redemption Date; 
provided, however, that installments of interest whose Stated 
Maturity is on or prior to the Redemption Date shall be payable to the 
Holders of  such Securities, or one or more Predecessor Securities, 
and in the case of the Registered Securities, registered as such at the 
close of business on the relevant Record Dates according to their 
terms and the provisions of Section 2.11.
In any Security called for redemption shall not be so 
paid upon surrender thereof for redemption, the principal (and 
premium, if any) shall, until paid, bear interest from the Redemption 
Date at the rate prescribed therefor in the Security.
SECTION 13.05.	Securities Redeemed in Part.
Any Security (including any Global Security) which is 
to be redeemed only in part shall be surrendered at a Place of 
Payment therefor (with, if the Company or the Trustee so requires, 
due endorsement by, or a written instrument of transfer in form 
satisfactory to the Company and the Trustee duly executed by, the 
Holder thereof or his attorney duly authorized in writing), and the 
Company shall execute, and the Trustee upon written direction shall 
authenticate and deliver to the Holder of such Security without 
service charge, a new Security or Securities of the same series, of any 
authorized denomination as requested by such Holder, in aggregate 
principal amount equal to and in exchange for the unredeemed 
portion of the principal of the security so surrendered; provided, that 
if a Global Security is so surrendered, the new Global Security shall 
be in a denomination equal to the unredeemed portion of the principal 
of the Global Security so surrendered.
ARTICLE XIV	

SUBORDINATION OF SECURITIES
SECTION 14.01.	Agreement to Subordinate.
The Company covenants and agrees, and each Holder 
of Securities of each series issued hereunder by his acceptance of 
such Security or Securities likewise shall be deemed to have 
covenanted and agreed, that the Securities shall be issued subject to 
the provisions of this Article XIV; and each Holder of the Securities 
of each series, whether upon original issue or upon transfer or 
assignment thereof, so accepts and agrees to be bound by such 
provisions.
The payment by the Company of the principal of and 
premium, if any, and interest on all Securities issued hereunder shall, 
to the extent and in the manner hereinafter set forth, be subordinated 
and junior in right of payment to the prior payment in full of all 
amounts with respect to Senior Debt of the Company, whether 
outstanding at the date of this Indenture or thereafter incurred.
No provision of this Article XIV shall prevent the 
occurrence of any Default or Event of Default hereunder.
SECTION 14.02.	Default on Senior Debt.
In the event and during the continuation of (1) any 
default in any payment of principal, premium, interest or any other 
payment with respect to any Senior Debt of the Company, or (2) an 
event of default with respect to any Senior Debt of the Company 
resulting in the declaration of acceleration thereof which remains 
uncured, then, in either case, no payments with respect to the 
principal of or premium, if any, or interest or other amounts, if any, 
on any Securities shall be made.
In the event of the declaration of acceleration of any 
Securities of any series, the holders of all Senior Debt of the 
Company outstanding at the time of such declaration shall be entitled 
to receive payment in full of all amounts due in respect of such Senior 
Debt (including any amounts due upon such declaration) before the 
Holders of Securities will be entitled to receive any payment upon the 
principal of or premium, if any, or interest, if any, on any of the 
Securities.
In the event that, notwithstanding the foregoing, any 
payment shall be received by the Trustee when such payment is 
prohibited by the preceding paragraphs of this Section 14.02, such 
payment shall be held in trust for the benefit of, and shall be paid over 
or delivered to, the holders of Senior Debt of the Company or their 
respective representatives, or to the trustee or trustees under any 
indenture pursuant to which any of such Senior Debt may have been 
issued, as their respective interests may appear, but only to the extent 
of the amounts due in respect of such Senior Debt and only to the 
extent that the holders of such Senior Debt (or their representative or 
representatives or a trustee) notify the Trustee in writing, within 90 
days of such payment, of the amounts then due and owing on such 
Senior Debt and only the amounts specified in such notice to the 
Trustee shall be paid to the holders of such Senior Debt.
SECTION 14.03.	Liquidation; Dissolution; 
Bankruptcy.
Upon any payment by the Company or distribution of 
assets of the Company of any kind or character, whether in cash, 
property or securities, to creditors upon any liquidation, dissolution, 
winding-up, reorganization, assignment for the benefit of creditors, or 
marshaling of assets of the Company, whether voluntary or 
involuntary or any bankruptcy, insolvency, debt restructuring or 
similar proceedings in connection with any insolvency or bankruptcy 
proceeding of the Company, the holders of Senior Debt of the 
Company shall first be entitled to receive payment in full of principal 
of and premium, if any, and interest, if any, on such Senior Debt 
before the Holders of Securities will be entitled to receive or retain 
any payment in respect of the principal of or premium, if any, or 
interest or other amounts, if any, on the Securities; and upon any such 
dissolution or winding-up or liquidation or reorganization, any 
payment by the Company, or distribution of assets of the Company of 
any kind or character, whether in cash, property or securities, to 
which the Holders or the Trustee would be entitled to receive from 
the Company, except for the provisions of this Article XIV, shall be 
paid by the Company or by any receiver, trustee in bankruptcy, 
liquidating trustee, agent or other Person making such payment or 
distribution, or by the Holders or by the Trustee under this Indenture 
if received by them or it, directly to the holders of Senior Debt of the 
Company (pro rata to such holders on the basis of the respective 
amounts of Senior Debt of the Company held by such holders, as 
calculated by the Company) or their representative or representatives, 
or to the trustee or trustees under any indenture pursuant to which 
any instruments evidencing such Senior Debt may have been issued, 
as their respective interests may appear, to the extent necessary to 
pay such Senior Debt in full, in money or money's worth, after giving 
effect to any concurrent payment or distribution to or for the holders 
of such Senior Debt, before any payment or distribution is made to 
the Holders or to the Trustee.
In the event that, notwithstanding the foregoing, any 
payment or distribution of assets of the Company of any kind or 
character, whether in cash, property or securities, prohibited by the 
foregoing, shall be received by the Trustee before all Senior Debt of 
the Company is paid in full, or provision is made for such payment in 
money in accordance with its terms, such payment or distribution 
shall be held in trust for the benefit of and shall be paid over or 
delivered to the holders of such Senior Debt or their representative or 
representatives, or to the trustee or trustees under any indenture 
pursuant to which any instruments evidencing such Senior Debt may 
have been issued, and their respective interests may appear, as 
calculated by the Company, for application to the payment of all 
Senior Debt of the Company remaining unpaid to the extent 
necessary to pay such Senior Debt in full in money in accordance with 
its terms, after giving effect to any concurrent payment or distribution 
to or for the benefit of the holders of such Senior Debt.
For purposes of this Article XIV, the words "cash, 
property or securities" shall not be deemed to include shares of stock 
of the Company as reorganized or readjusted, or securities of the 
Company or any other corporation provided for by a plan of 
reorganization or readjustment, the payment of which is subordinated 
at least to the extent provided in this Article XIV with respect to the 
Securities to the payment of Senior Debt of the Company that may at 
the time be outstanding, provided that (i) such Senior Debt is 
assumed by the new corporation, if any, resulting from any such 
reorganization or readjustment, and (ii) the rights of the holders of 
such Senior Debt are not, without the consent of such holders, altered 
by such reorganization or readjustment.  The consolidation of the 
Company with, or the merger of the Company into, another Person or 
the liquidation or dissolution of the Company following the sale, 
conveyance, transfer or lease of its property as an entirety, or 
substantially as an entirety, to another Person upon the terms and 
conditions provided for in Article X of this Indenture shall not be 
deemed a dissolution, winding-up, liquidation or reorganization for 
the purposes of this Section 14.03 if such other Person shall, as a part 
of such consolidation, merger, sale, conveyance, transfer or lease, 
comply with the conditions stated in Article X of this Indenture.  
Nothing in Section 14.02 or in this Section 14.03 shall apply to claims 
of, or payments to, the Trustee under or pursuant to Section 6.06 of 
this Indenture.
SECTION 14.04.	Subrogation.
Subject to the payment in full of all amounts due in 
respect of Senior Debt of the Company, the rights of the Holders 
shall be subrogated to the rights of the holders of such Senior Debt to 
receive payments or distributions of cash, property or securities of the 
Company, as the case may be, applicable to such Senior Debt until 
the principal of (and premium, if any) and interest on the Securities 
shall be paid in full; and, for the purposes of such subrogation, no 
payments or distributions to the holders of such Senior Debt of any 
cash, property or securities to which the Holders or the Trustee 
would be entitled except for the provisions of this Article XIV, and 
no payment over pursuant to the provisions of this Article XIV to or 
for the benefit of the holders of such Senior Debt by Holders or the 
Trustee, shall, as between the Company, its creditors other than 
holders of Senior Debt of the Company, and the Holders of the 
Securities, be deemed to be a payment by the Company to or on 
account of such Senior Debt.  It is understood that the provisions of 
this Article XIV are and are intended solely for the purposes of 
defining the relative rights of the Holders of the Securities, on the one 
hand, and the holders of such Senior Debt, on the other hand.
Nothing contained in this Article XIV or elsewhere in 
this Indenture or in the Securities is intended to or shall impair, as 
between the Company, its creditors other than the holders of Senior 
Debt of the Company, and the Holders of the Securities, the 
obligation of the Company, which is absolute and unconditional, to 
pay to the Holders of the Securities the principal of (and premium, if 
any) and interest on the Securities as and when the same shall become 
due and payable in accordance with their terms, or is intended to or 
shall affect the relative rights of the Holders of the Securities and 
creditors of the Company, as the case may be, other than the holders 
of Senior Debt of the Company, as the case may be, nor shall 
anything herein or therein prevent the Trustee or the Holder of any 
Security from exercising all remedies otherwise permitted by 
applicable law upon default under this Indenture, subject to the rights, 
if any, under this Article XIV of the holders of such Senior Debt in 
respect of cash, property or securities of the Company, as the case 
may be, received upon the exercise of any such remedy.
Upon any payment or distribution of assets of the 
Company referred to in this Article XIV, the Trustee, subject to the 
provisions of Article VI of this Indenture, and the Holders shall be 
entitled to conclusively rely upon any order or decree made by any 
court of competent jurisdiction in which such dissolution, winding-
up, liquidation or reorganization proceedings are pending, or a 
certificate of the receiver, trustee in bankruptcy, liquidation trustee, 
agent or other Person making such payment or distribution, delivered 
to the Trustee or to the Holders, for the purposes of ascertaining the 
Persons entitled to participate in such distribution, the holders of 
Senior Debt of the Company and other indebtedness of the Company, 
as the case may be, the amount thereof or payable thereon, the 
amount or amounts paid or distributed thereon and all other facts 
pertinent thereto or to this Article XIV.
SECTION 14.05.	Trustee to Effectuate 
Subordination.
Each Holder by such Holder's acceptance thereof 
authorizes and directs the Trustee on such Holder's behalf to take 
such action as may be necessary or appropriate to effectuate the 
subordination provided in this Article XIV and appoints the Trustee 
such Holder's attorney-in-fact for any and all such purposes.
SECTION 14.06.	Notice by the Company.
The Company shall give prompt written notice to a 
Responsible Officer of the Trustee of any fact known to the Company 
that would prohibit the making of any payment of monies to or by the 
Trustee in respect of the Securities pursuant to the provisions of this 
Article XIV.  Notwithstanding the provisions of this Article XIV or 
any other provision of this Indenture, the Trustee shall not be charged 
with knowledge of the existence of any facts that would prohibit the 
making of any payment of monies to or by the Trustee in respect of 
the Securities pursuant to the provisions of this Article XIV, unless 
and until a Responsible Officer of the Trustee shall have received 
written notice thereof from the Company or a holder or holders of 
Senior Debt of the Company or from any trustee therefor; and before 
the receipt of any such written notice, the Trustee, subject to the 
provisions of Article VI of this Indenture, shall be entitled in all 
respects to assume that no such facts exist; provided, however, that if 
the Trustee shall not have received the notice provided for in this 
Section 14.06 at least two Business Days prior to the date upon 
which by the terms hereof any money may become payable for any 
purpose (including, without limitation, the payment of the principal of 
(or premium, if any) or interest on any Security), then, anything 
herein contained to the contrary notwithstanding, the Trustee shall 
have full power and authority to receive such money and to apply the 
same to the purposes for which they were received, and shall not be 
affected by any notice to the contrary that may be received by it 
within two Business Days prior to such date.
The Trustee, subject to the provisions of Article VI of 
this Indenture, shall be entitled to conclusively rely on the delivery to 
it of a written notice by a Person representing himself to be a holder 
of Senior Debt of the Company, as the case may be (or a trustee on 
behalf of such holder), to establish that such notice has been given by 
a holder of such Senior Debt or a trustee on behalf of any such holder 
or holders.  In the event that the Trustee determines in good faith that 
further evidence is required with respect to the right of any Person as 
a holder of such Senior Debt to participate in any payment or 
distribution pursuant to this Article XIV, the Trustee may request 
such Person to furnish evidence to the reasonable satisfaction of the 
Trustee as to the amount of such Senior Debt held by such Person, 
the extent to which such Person is entitled to participate in such 
payment or distribution and any other facts pertinent to the rights of 
such Person under this Article XIV, and, if such evidence is not 
furnished, the Trustee may defer any payment to such Person pending 
judicial determination as to the right of such Person to receive such 
payment.
Upon any payment or distribution of assets of the 
Company referred to in this Article XIV, the Trustee and the Holders 
shall be entitled to rely upon any order or decree entered by any court 
of competent jurisdiction in which such insolvency, bankruptcy, 
receivership, liquidation, reorganization, dissolution, winding up or 
similar case or proceeding is pending, or a certificate of the trustee in 
bankruptcy, liquidating trustee, custodian, receiver, assignee for the 
benefit of creditors, agent or other Person making such payment or 
distribution, delivered to the Trustee or to the Holders, for the 
purpose of ascertaining the Persons entitled to participate in such 
payment or distribution, the holders of Senior Debt and other 
indebtedness of the Company, the amount thereof or payable thereon, 
the amount or amounts paid or distributed thereon and all other facts 
pertinent thereto or to this Article XIV.
SECTION 14.07.	Rights of the Trustee; Holders of 
Senior Debt.
The Trustee in its individual capacity shall be entitled 
to all the rights set forth in this Article XIV in respect of any Senior 
Debt of the Company at any time held by it, to the same extent as any 
other holder of Senior Debt of the Company, and nothing in this 
Indenture shall deprive the Trustee of any of its rights as such holder.
With respect to the holders of Senior Debt of the 
Company, the Trustee undertakes to perform or to observe only such 
of its covenants and obligations as are specifically set forth in this 
Article XIV, and no implied covenants or obligations with respect to 
the holders of such Senior Debt shall be read into this Indenture 
against the Trustee.  The Trustee shall not be deemed to owe any 
fiduciary duty to the holders of such Senior Debt and, subject to the 
provisions of Article VI of this Indenture, the Trustee shall not be 
liable to any holder of such Senior Debt if it shall pay over or deliver 
to Holders, the Company or any other Person money or assets to 
which any holder of such Senior Debt shall be entitled by virtue of 
this Article XIV or otherwise.
Nothing in this Article XIV shall apply to claims of, or 
payments to, the Trustee under or pursuant to Section 6.06.
SECTION 14.08.	Subordination May Not Be 
Impaired.
No right of any present or future holder of any Senior 
Debt of the Company to enforce subordination as herein provided 
shall at any time in any way be prejudiced or impaired by any act or 
failure to act on the part of the Company or by any act or failure to 
act, in good faith, by any such holder, or by any noncompliance by 
the Company with the terms, provisions and covenants of this 
Indenture, regardless of any knowledge thereof that any such holder 
may have or otherwise be charged with.
Without in any way limiting the generality of the 
foregoing paragraph, the holders of Senior Debt of the Company 
may, at any time and from time to time, without the consent of or 
notice to the Trustee or the Holders, without incurring responsibility 
to the Holders and without impairing or releasing the subordination 
provided in this Article XIV or the obligations hereunder of the 
Holders of the Securities to the holders of such Senior Debt, do any 
one or more of the following: (i) change the manner, place or terms 
of payment or extend the time of payment of, or renew or alter, such 
Senior Debt, or otherwise amend or supplement in any manner such 
Senior Debt or any instrument evidencing the same or any agreement 
under which such Senior Debt is outstanding; (ii) sell, exchange, 
release or otherwise deal with any property pledged, mortgaged or 
otherwise securing such Senior Debt; (iii) release any Person liable in 
any manner for the collection of such Senior Debt; and (iv) exercise 
or refrain from exercising any rights against the Company and any 
other Person.
ARTICLE XV	

GUARANTEE OF SECURITIES 
SECTION 15.01.	Applicability of Article; 
Unconditional Guarantee.
If, pursuant to Section 2.05, provision is made for the 
Guarantee of the Securities of any series by the Guarantor, then the 
provisions of this Article XV, with such modifications thereto as may 
be specified pursuant to Section 2.05 with respect to any Securities, 
shall apply to such Securities.  The Guarantor hereby fully and 
unconditionally guarantees, on a subordinated basis as described 
herein, to each Holder of a Security of each series authenticated and 
delivered by the Trustee the due and punctual payment of the 
principal (including any amount due in respect of original issue 
discount), premium, if any, and interest in respect of such Security 
(and any Additional Amounts and Additional Interest payable in 
respect thereof) (subject to any extension of an interest payment 
period pursuant to Section 2.05), and the due and punctual payment 
of any sinking fund payments provided for pursuant to terms of such 
Security, when and as the same shall become due and payable, 
whether at the Stated Maturity, by declaration of acceleration, call for 
redemption or otherwise, in accordance with the terms of such 
Security and of this Indenture, regardless of any defense, right of set-
off or counterclaim that the Guarantor may have or assert, except the 
defense of payment.  The Guarantor's obligation to make a payment 
under this Article XV may be satisfied by direct payment of the 
required amounts by the Guarantor to the Holders or by causing the 
Company to pay such amounts to the Holders.
To the extent permitted under applicable law, if any 
Holder or the Trustee is required by a final non-appealable judgment 
of any court or otherwise to return to either the Company or the 
Guarantor, or any custodian, trustee, liquidator or other similar 
official acting in relation to the Company or the Guarantor, any 
amount paid by either the Company or the Guarantor to such Holder 
or the Trustee, any Guarantee, to the extent theretofore discharged, 
shall be reinstated in full force and effect.  To the extent permitted 
under applicable law, the Guarantor further agrees that, as between 
the Guarantor, on the one hand, and the Holders and the Trustee, on 
the other hand, (x) the maturity of the obligations guaranteed hereby 
may be accelerated as provided in Article V for the purpose of any 
Guarantee, notwithstanding any stay, injunction or other prohibition 
preventing such acceleration in respect of the obligations guaranteed 
hereby, and (y) in the event of any acceleration of such obligations as 
provided in Article V, such obligations (whether or not due and 
payable) shall forthwith become due and payable by the Guarantor for 
the purpose of any Guarantee.
No past, present or future stockholder, officer, 
director, employee or incorporator of the Guarantor shall have any 
personal liability under the Guarantee set forth in this Section 15.01 
by reason of his or its status as such stockholder, officer, director, 
employee or incorporator.
The Guarantee set forth in this Section 15.01 shall not 
be valid or become obligatory for any purpose with respect to a 
Security until the certificate of authentication on such Security shall 
have been authenticated by or on behalf of the Trustee by manual 
signature.
SECTION 15.02.	Waiver of Notice and Demand.
The Guarantor hereby waives notice of acceptance of 
this guarantee and of any liability to which it applies or may apply, 
presentment, demand for payment, filing of claims with a court in the 
event of insolvency or bankruptcy of the Company, any right to 
require a proceeding first against the Company, the Trustee or any 
other Person before proceeding against the Guarantor, protest, notice 
of nonpayment, notice of dishonor, notice of redemption and all other 
notices and demands.
SECTION 15.03.	Guarantor Obligations Not 
Affected.
The obligations, covenants, agreements and duties of 
the Guarantor under this Article XV shall in no way be affected or 
impaired by reason of the happening from time to time of any of the 
following:
(a)  	the release or waiver, by operation of law or 
otherwise, of the performance or observance by the Company of any 
express or implied agreement, covenant, term or condition relating to 
the Securities to be performed or observed by the Company;
(b)  	the extension of time for the payment by the 
Company of all or any portion of the interest on the Securities, the 
Redemption Price of any other sums payable under the terms of the 
Securities or the extension of time for the performance of any other 
obligation under, arising out of, or in connection with, the Securities;
(c)  	any failure, omission, delay or lack of diligence 
on the part of the Holders to enforce, assert or exercise any right, 
privilege, power or remedy conferred on the Holders pursuant to the 
terms of the Securities, or any action on the part of the Company 
granting indulgence or extension of any kind;
(d)  	the voluntary or involuntary liquidation, 
dissolution, receivership, insolvency, bankruptcy, assignment for the 
benefit of creditors, reorganization, arrangement, composition or 
readjustment of debt of, or other similar proceedings affecting, the 
Company or any of the assets of the Company;
(e)  	any invalidity of, or defect or deficiency in, the 
Securities;
(f)  	the settlement or compromise of any obligation 
guaranteed hereby or hereby incurred; or
(g)  	any other circumstance whatsoever that might 
otherwise constitute a legal or equitable discharge or defense of a 
guarantor (other than payment of the underlying obligation), it being 
the intent of this Article XV that the obligations of the Guarantor 
hereunder shall be absolute and unconditional under any and all 
circumstances.
There shall be no obligation of the Holders to give 
notice to, or obtain the consent of, the Guarantor with respect to the 
happening of any of the foregoing.
SECTION 15.04.	Execution of Guarantee.
To evidence its guarantee to the Holders specified in 
Section 15.01, the Guarantor hereby agrees to execute the notation of 
the Guarantee in substantially the form set forth in Section 2.04 to be 
endorsed on each Security authenticated and delivered by the 
Trustee.  The Guarantor hereby agrees that its Guarantee set forth in 
Section 15.01 shall remain in full force and effect notwithstanding any 
failure to endorse on each Security a notation of such Guarantee.  
Each such notation of the Guarantee shall be signed on behalf of the 
Guarantor, by a director or officer, prior to the authentication of the 
Security on which it is endorsed, and the delivery of such Security by 
the Trustee, after the due authentication thereof by the Trustee 
hereunder, shall constitute due delivery of the Guarantee on behalf of 
the Guarantor.  Such signature upon the notation of the Guarantee 
may be a manual or facsimile signature of any present, past or future 
such director or officer and may be imprinted or otherwise 
reproduced below the notation of the Guarantee, and in case any such 
director or officer who shall have signed the notation of the 
Guarantee shall cease to be such director or officer before the 
Security on which such notation is endorsed shall have been 
authenticated and delivered by the Trustee or disposed of by the 
Company, such Security nevertheless may be authenticated and 
delivered or disposed of as though the person who signed the 
notation of the Guarantee had not ceased to be such director or 
officer of the Guarantor.
SECTION 15.05.	Subrogation.
The Guarantor shall be subrogated to all rights (if any) 
of the Holders against the Company in respect of any amounts paid to 
the Holders by the Guarantor under this Article XV with respect to 
any series of Securities; provided, however, that the Guarantor shall 
not (except to the extent required by mandatory provisions of law) be 
entitled to enforce or exercise any rights which it may acquire by way 
of subrogation or any indemnity, reimbursement or other agreement, 
in all cases as a result of payment under this Article XV with respect 
to a series of Securities, if, at any time of such payment, any amounts 
are due and unpaid under such series of Securities.  If any amount 
shall be paid to the Guarantor in violation of the preceding sentence, 
the Guarantor agrees to hold such amount in trust for the Holders 
and to pay over such amount to the Holders.
SECTION 15.06.	Independent Obligations.
The Guarantor acknowledges that its obligations 
hereunder are independent of the obligations of the Company with 
respect to the Securities and that the Guarantor shall be liable as 
principal and as debtor hereunder to make payments pursuant to the 
terms of the Securities notwithstanding the occurrence of any event 
referred to in subsections (a) through (g), inclusive, of Section 15.03 
hereof.
SECTION 15.07.	Subordination.
The Guarantor covenants and agrees, and each Holder 
of Securities of each series issued hereunder, by his acceptance 
thereof, likewise covenants and agrees, that, to the extent that this 
Article XV is applicable to such series of Securities, all payments in 
respect of the Guarantee are hereby expressly made subordinate and 
subject in right of payment to the prior payment in full in cash of all 
Senior Debt of the Guarantor to the same extent and in the same 
manner set forth in Article XIV with respect to subordination and 
relative rights of such series of Securities.
ARTICLE XVI	

SINKING FUNDS
SECTION 16.01.	Applicability of Article.
The provisions of this Article shall be applicable to any 
sinking fund for the retirement of Securities of a series except as 
otherwise specified as contemplated by Section 2.05 for Securities of 
such series.
The minimum amount of any sinking fund payment 
provided for by the terms of Securities of any series is herein referred 
to as a "mandatory sinking fund payment", and any payment in excess 
of such minimum amount provided for by the terms of Securities of 
any series is herein referred to as an "optional sinking fund payment".  
If provided for by the terms of Securities of any series, the cash 
amount of any sinking fund payment may be subject to reduction as 
provided in Section 16.02.  Each sinking fund payment shall be 
applied to the redemption of Securities of any series as provided for 
by the terms of Securities of such series.
SECTION 16.02.	Satisfaction of Sinking Fund 
Payments with Securities.
In lieu of making all or any part of any mandatory 
sinking fund payment with respect to any series of Securities in cash, 
the Company may at its option (a) deliver to the Trustee Securities of 
such series theretofore purchased or otherwise acquired (except upon 
redemption pursuant to the mandatory sinking fund) by the Company 
or receive credit for Securities of such series (not previously so 
credited) theretofore purchased or otherwise acquired (except as 
aforesaid) by the Company and delivered to the Trustee for 
cancellation pursuant to Section 2.14, (b) receive credit for optional 
sinking fund payments (not previously so credited) made pursuant to 
this Section 16.02, or (c) receive credit for Securities of such series 
(not previously so credited) redeemed by the Company through any 
optional redemption provision contained in the terms of the Securities 
of such series.  Securities so delivered or credited shall be received or 
credited by the Trustee at the sinking fund Redemption Price 
specified in the Securities of such series.
SECTION 16.03.	Redemption of Securities for 
Sinking Fund.
Not less than 30 days prior to each sinking fund 
payment date of any series, the Company will deliver to the Trustee 
an Officers' Certificate specifying (a) the amount of the next ensuing 
sinking fund payment for the Securities of that series pursuant to the 
terms of the Securities of that series, (b) whether or not the Company 
intends to exercise its right, if any, to make an optional sinking fund 
payment with respect to the Securities of such series on the next 
ensuing sinking fund payment date and, if so, the amount of such 
optional sinking fund payment, and (c) the portion thereof, if any, 
which is to be satisfied by payment of cash and the portion thereof, if 
any, which is to be satisfied by delivering and crediting Securities of 
that series pursuant to Section 16.02, and will also deliver to the 
Trustee any Securities to be so delivered.  Such written statement 
shall be irrevocable and upon its receipt by the Trustee the Company 
shall become unconditionally obligated to make all the cash payments 
or payments therein referred to, if any, on or before the next 
succeeding sinking fund payment date.  Failure of the Company, on 
or before any such 30th day, to deliver such written statement and 
Securities specified in this paragraph, if any, shall not constitute a 
default but shall constitute, on and as of such date, the irrevocable 
election of the Company (i) that the mandatory sinking fund payment 
for the Securities of such series due on the next succeeding sinking 
fund payment date shall be paid entirely in cash without the option to 
deliver or credit Securities of such series in respect therefor and (ii) 
that the Company will make no optional sinking fund payment with 
respect to the Securities of such series as provided in this Section 
16.03.
Not less than 30 days before each such sinking fund 
payment date the Trustee shall select the Securities to be redeemed 
upon such sinking fund payment date in the manner specified in 
Section 13.03 and cause notice of the redemption thereof to be given 
in the name of and at the expense of the Company in the manner 
provided in Section 13.03.  Such notice having been duly given, the 
redemption of such Securities shall be made upon the terms and in the 
manner stated in Section 13.04.
The Trustee shall not redeem or cause to be redeemed 
any Security of a series with sinking fund moneys or mail any notice 
of redemption of Securities of such series by operation of the sinking 
fund during the continuance of a default in payment of interest with 
respect to Securities of that series or an Event of Default with respect 
to the Securities of that series except that, where the mailing of notice 
of redemption of any Securities shall theretofore have been made, the 
Trustee shall redeem or cause to be redeemed such Securities, 
provided that it shall have received from the Company a sum 
sufficient for such redemption.  Except as aforesaid, any moneys in 
the sinking fund for such series at the time when any such default or 
Event of Default, shall occur, and any moneys thereafter paid into the 
sinking fund, shall, during the continuance of such default or Event of 
Default, be deemed to have been collected under Article Five and 
held for the payment of all such Securities.  In case such Event of 
Default shall have been waived as provided in Section 5.06 or the 
default or Event of Default cured on or before the 30th day preceding 
the sinking fund payment date, such moneys shall thereafter be 
applied on the next succeeding sinking fund payment date in 
accordance with this Section 16.03 to the redemption of such 
Securities.
ARTICLE XVII	

MISCELLANEOUS PROVISIONS
SECTION 17.01.	Consent to Jurisdiction; Appointment of Agent 
to Accept Service of Process
(a)  	Each of the Company and the Guarantor 
irrevocably consents and agrees, for the benefit of the Holders from 
time to time of the Securities and the Trustee, that any civil legal 
action, suit or proceeding against it with respect to its obligations, 
liabilities or any other matter arising out of or in connection with this 
Indenture, the Securities or any Guarantee may be brought in the 
Supreme Court of New York, New York County or the United 
States District Court for the Southern District of New York and any 
appellate court from either thereof and, until amounts due and to 
become due in respect of the Securities or any Guarantee have been 
paid, hereby irrevocably consents and submits to the non-exclusive 
jurisdiction of each such court in person and generally and 
unconditionally with respect to any legal action, suit or proceeding 
for itself and in respect of its properties, assets and revenues and 
agrees to file such consents with such authorities as may be required 
to irrevocably evidence such agreement.
(b)  	Each of the Company and the Guarantor has 
irrevocably designated, appointed, and empowered CT Corporation 
System, acting through its office at 1633 Broadway, New York, New 
York 10019, as its designee, appointee and agent to receive, accept 
and acknowledge for and on its behalf, and its properties, assets and 
revenues, service of any and all legal process, summons, notices and 
documents which may be served in any legal action, suit or 
proceeding brought against the Company or the Guarantor in any 
United States or state court.  If for any reason such designee, 
appointee and agent hereunder shall cease to be available to act as 
such, each of the Company and the Guarantor agrees to designate a 
new designee, appointee and agent in the Borough of Manhattan, The 
City of New York on the terms and for the purposes of this Section 
17.01 satisfactory to the Trustee.  Each of the Company and the 
Guarantor further hereby irrevocably consents and agrees to the 
service of any and all legal process, summons, notices and documents 
in any legal action, suit or proceeding against the Company or the 
Guarantor by serving a copy thereof upon the relevant agent for 
service of process referred to in this Section 17.01 (whether or not 
the appointment of such agent shall for any reason prove to be 
ineffective or such agent shall accept or acknowledge such service) or 
by mailing copies thereof by registered or certified air mail, postage 
prepaid, to each of the Company or the Guarantor at its address 
specified in or designated pursuant to this Indenture.  Each of the 
Company and the Guarantor agrees that the failure of any such 
designee, appointee and agent to give any notice of such service to it 
shall not impair or affect in any way the validity of such service or any 
judgment rendered in any action or proceeding based thereon.  
Nothing herein shall in any way be deemed to limit the ability of the 
holders of the Securities and the Trustee, to serve any such legal 
process, summons, notices and documents in any other manner 
permitted by applicable law or to obtain jurisdiction over the 
Company or the Guarantor or bring legal actions, suits or 
proceedings against the Company or the Guarantor in such other 
jurisdictions, and in such manner, as may be permitted by applicable 
law.  Each of the Company and the Guarantor irrevocably and 
unconditionally waives, to the fullest extent permitted by law, any 
objection which it may now or hereafter have to the laying of venue 
of any of the aforesaid actions, suits or proceedings arising out of or 
in connection with this Indenture brought in the Supreme Court of 
New York, New York County or the United States District Court for 
the Southern District of New York and any appellate court from 
either thereof and hereby further irrevocably and unconditionally 
waives and agrees not to plead or claim in any such court that any 
such action, suit or proceeding brought in any such court has been 
brought in an inconvenient forum.
(c)  	To the extent that the Company or the 
Guarantor may in any jurisdiction claim for itself or its assets 
immunity (to the extent such immunity may now or hereafter exist, 
whether on the grounds of sovereign immunity or otherwise) from 
suit, execution, attachment (whether in aid of execution, before 
judgment or otherwise) or other legal process (whether through 
service or notice or otherwise), and to the extent that in any such 
jurisdiction there may be attributed to itself or its assets such 
immunity (whether or not claimed), the Company and the Guarantor 
irrevocably agrees with respect to any matter arising under this 
Indenture for the benefit of the Holders from time to time of the 
Securities, not to claim, and irrevocably waives, such immunity to the 
full extent permitted by the laws of such jurisdiction.
(d)  	If for the purpose of obtaining a judgment or 
order in any court it is necessary to convert a sum due hereunder to 
the holder of any Security from Dollars into another currency, each of 
the Company and the Guarantor has agreed, and each holder by 
holding such Security will be deemed to have agreed, to the fullest 
extent that they may effectively do so, that the rate of exchange used 
shall be that at which in accordance with normal banking procedures 
such Holder could purchase Dollars with such other currency in The 
City of New York on the Business Day preceding the day on which 
final judgment is given.
(e)  	The obligation of the Company and the 
Guarantor in respect of any sum payable by it to the holder of a 
Security shall, notwithstanding any judgment or order in a currency 
(the "judgment currency") other than Dollars, be discharged only to 
the extent that on the Business Day following receipt by the Holder 
of such security of any sum, adjudged to be so due in the judgment 
currency, the Holder of such Security may in accordance with normal 
banking procedures purchase Dollars with the judgment currency; if 
the amount of Dollars so purchased is less than the sum originally due 
to the holder of such Security in the judgment currency (determined 
in the manner set forth in the preceding paragraph), each of the 
Company and the Guarantor agrees, as a separate obligation and 
notwithstanding any such judgment, to indemnify the Holder of such 
Security against such loss, and if the amount of the Dollars so 
purchased exceeds the sum originally due to the Holder of such 
Security, such Holder agrees to remit to the Company or the 
Guarantor such excess, provided that such Holder shall have no 
obligation to remit any such excess as long as the Company or the 
Guarantor shall have failed to pay such Holder any obligations due 
and payable under such Security, in which case such excess may be 
applied to such obligations of the Company or the Guarantor under 
such Security in accordance with the terms thereof.  The foregoing 
indemnity shall constitute a separate and independent obligation of 
the Company and the Guarantor and shall continue in full force and 
effect notwithstanding any such judgment or order as aforesaid.
SECTION 17.02.	Successors.
All the covenants, stipulations, promises and 
agreements in this Indenture contained by the Company and the 
Guarantor shall bind their successors and assigns whether so 
expressed or not.
SECTION 17.03.	Official Acts by Successor 
Corporation.
Any act or proceeding by any provision of this 
Indenture authorized or required to be done or performed by any 
board, committee or officer of the Company shall and may be done 
and performed with like force and effect by the like board, committee 
or officer of any corporation that shall at the time be the lawful sole 
successor of the Company.
SECTION 17.04.	Execution in Counterparts.
This Indenture may be executed in any number of 
counterparts, each of which shall be an original, but such counterparts 
shall together constitute but one and the same instrument.




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

YORKSHIRE POWER 
FINANCE LIMITED


By		
     Name:  Armando A. 
Pena
     Title:    Authorized 
Signatory


YORKSHIRE POWER 
GROUP LIMITED
By		
     Name:  Armando A. 
Pena
     Title:    Authorized 
Signatory


THE BANK OF NEW 
YORK,
as Trustee, Principal 
Paying, Security 
Registrar and Transfer 
Agent


By		
    Name: 
    Title: 


BANQUE GENERALE 
DU LUXEMBOURG 
S.A., 
as Paying Agent and 
Transfer Agent

By		
    Name: 
    Title: 

2NY-112556.1
118NY-112556.15
iNY-112556.15


EXHIBIT 4.2
YORKSHIRE POWER FINANCE LIMITED, as Issuer
and
YORKSHIRE POWER GROUP LIMITED, as Guarantor
and
THE BANK OF NEW YORK,
as Trustee, Principal Paying Agent,
Registrar and Transfer Agent
and
BANQUE GENERALE DU LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
$275,000,000
8.08% Junior Subordinated Deferrable Interest
Debentures, Series A due June 30, 2038
First Supplemental Indenture
Dated as of June 1, 1998


FIRST SUPPLEMENTAL INDENTURE, dated as of 
June 1, 1998 (this "First Supplemental Indenture"), among 
YORKSHIRE POWER FINANCE LIMITED, a private company 
with limited liability incorporated under the laws of the Cayman 
Islands, as issuer (the "Company"), YORKSHIRE POWER GROUP 
LIMITED, a private company with limited liability incorporated 
under the laws of England and Wales, as guarantor (the 
"Guarantor"), THE BANK OF NEW YORK, as Trustee, Principal 
Paying Agent, Registrar and Transfer Agent under the Original 
Indenture referred to below (the "Trustee"), and BANQUE 
GENERALE DU LUXEMBOURG S.A., as Paying and Transfer 
Agent under the Original Indenture.
WITNESSETH:
WHEREAS, each of the Company and the Guarantor 
has heretofore executed and delivered to the Trustee an indenture 
dated as of June 1, 1998 (hereinafter called the "Original Indenture"), 
to provide for the issuance from time to time of certain of its 
unsecured subordinated debentures, notes or other evidences of 
indebtedness (herein called the "Securities"), the form and terms of 
which are to be established as set forth in Sections 2.01 and 2.05 of 
the Original Indenture;
WHEREAS, Section 9.01 of the Original Indenture 
provides, among other things, that the Company, the Guarantor and 
the Trustee may enter into indentures supplemental to the Original 
Indenture for, among other things, the purpose of establishing the 
form and terms of the Securities of any series as permitted by 
Sections 2.01 and 2.05 of the Original Indenture and of appointing an 
Authenticating Agent with respect to the Securities of any series;
WHEREAS, the Company desires to create a series of 
the Securities in an aggregate principal amount of $275,000,000 to be 
designated "8.08% Junior Subordinated Deferrable Interest 
Debentures, Series A due June 30, 2038", and all action on the part 
of the Company necessary to authorize the issuance of these 
Securities under the Original Indenture and this First Supplemental 
Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make 
such Securities, when executed by the Company and the Guarantor 
and authenticated and delivered by the Trustee as in the Original 
Indenture provided, the valid and binding obligations of the Company 
and the Guarantor and to constitute these presents a valid and binding 
supplemental indenture and agreement according to its terms, have 
been done and performed;
NOW, THEREFORE, THIS FIRST 
SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the 
acceptance and purchase of the Series A Debentures (hereinafter 
defined) by the holders thereof and of the acceptance of this trust by 
the Trustee, each of the Company and the Guarantor covenants and 
agrees with the Trustee, for the equal benefit of holders of the Series 
A Debentures, as follows:
ARTICLE ONE
DEFINITIONS
The use of the terms and expressions herein is in 
accordance with the definitions, uses and constructions contained in 
the Original Indenture and the forms of Securities attached hereto as 
Exhibits A and B, respectively.  In addition, for all purposes of this 
First Supplemental Indenture, except as otherwise expressly provided 
herein or in the Original Indenture or unless the context otherwise 
expressly requires, the following terms shall have the respective 
meanings assigned to them as follows and shall be construed as if 
defined in Article One of the Original Indenture:
"Book-Entry Depositary" means The Bank of New 
York as designated by the Company in the Deposit Agreement until a 
successor shall have become such pursuant to the applicable 
provisions of the Deposit Agreement, and thereafter "Book-Entry 
Depositary" shall mean such successor Book-Entry Depositary or its 
nominee or the custodian of either.
"Deferred Interest" means each installment of interest 
not paid during any Extension Period and interest thereon.  Deferred 
Interest shall bear interest at the rate of 8.08% per annum from the 
applicable Interest Payment Date to the date of payment, 
compounded quarterly, to the extent permitted by applicable law.
"Definitive Registered Series A Debentures" means 
Series A Debentures substantially in the form of Exhibit B to this 
First Supplemental Indenture.
"Deposit Agreement" means the Deposit Agreement, 
dated as of June 1, 1998, among the Company, the Book-Entry 
Depositary and the holders and beneficial owners from time to time of 
interests in the Book-Entry Interests issued thereunder.
"DTC" means The Depository Trust Company, New 
York, New York, or its successors.
"Extension Period" means any period during which the 
Company has elected to defer payments of interest, which deferral 
may be for a period of up to twenty (20) consecutive quarters but, in 
no event, beyond the Stated Maturity.
"Global Series A Debentures" means Global Bearer 
Securities, evidencing the Series A Debentures issued to the Book-
Entry Depositary substantially in the form of Exhibit A to this First 
Supplemental Indenture.
"Series A Debentures" means the Company's 8.08% 
Junior Subordinated Deferrable Interest Debenture, Series A due 
June 30, 2038, as authenticated and issued under this First 
Supplemental Indenture.
"Stated Maturity" means, with respect to the Series A 
Debentures, June 30, 2038.
"Trust" means Yorkshire Capital Trust I, a statutory 
business trust created under Delaware law to issue 11,000,000 8.08% 
Trust Securities (the "Trust Securities"), the proceeds of which will 
be used to purchase the Series A Debentures.
ARTICLE TWO
TERMS AND ISSUANCE OF THE SERIES A DEBENTURES
SECTION 201.    Issue of Securities.  A series of 
Securities which shall be designated "8.08% Junior Subordinated 
Deferrable Interest Debentures, Series A due June 30, 2038" shall be 
executed, authenticated and delivered in accordance with the 
provisions of, and shall in all respects be subject to, the terms, 
conditions and covenants of the Original Indenture and this First 
Supplemental Indenture (including the forms of Series A Debentures 
set forth in Exhibits A and B hereto).  The aggregate principal 
amount of the Series A Debentures which may be authenticated and 
delivered under this First Supplemental Indenture shall not, except as 
permitted by the provisions of the Original Indenture, exceed 
$275,000,000.
SECTION 202.    Form of Series A Debentures; 
Incorporation of Terms.  The forms of the Global Series A 
Debentures and the Definitive Registered Series A Debentures shall 
be substantially in the forms of Exhibits A and B, respectively, 
attached hereto, the terms of which are herein incorporated by 
reference and which are part of this First Supplemental Indenture.
SECTION 203.    Additional Interest.  So long as 
any Trust Securities remain outstanding, if the Trust shall be required 
to pay, with respect to its income derived from payments of principal 
of or interest on the Series A Debentures or pursuant to the 
Guarantee, any amounts for or on an account of any taxes, duties, 
assessments or governmental charges of whatever nature imposed by 
a Taxing Jurisdiction or any other taxing authority, then, in any such 
case, the Company or the Guarantor, as the case may be, will pay 
Additional Interest on the Series A Debentures.
SECTION 204.    Deferral of Interest Payments.  
So long as no Event of Default has occurred and is continuing, the 
Company has the right to defer interest payments on the Series A 
Debentures, at any time and from time to time during the term of the 
Series A Debentures, for up to twenty (20) consecutive quarters, but 
not beyond the Stated Maturity.  Until all Deferred Interest has been 
paid in full, interest on the Series A Debentures will continue to 
accrue, together with interest thereon, at 8.08%, to the extent 
permitted by applicable law.  Prior to the termination of any 
Extension Period, the Company may further extend the interest 
payment period, provided that such Extension Period, together with 
all such previous and further extensions of that Extension Period, 
shall not exceed twenty (20) consecutive quarters or the Stated 
Maturity.
Upon the termination of any Extension Period, which 
termination shall be on an Interest Payment Date, the Company shall 
pay all Deferred Interest on such Interest Payment Date (in the case 
of a Global Series A Debenture) to the bearer thereof and (in the case 
of a Definitive Registered Series A Debenture) to the Person in 
whose name the Definitive Registered Series A Debentures (or one or 
more Predecessor Securities thereto) are registered on the Regular 
Record Date for such Interest Payment Date; provided, that Deferred 
Interest payable at the Stated Maturity or on any Redemption Date 
will be paid to the Person to whom principal is payable.
The Company shall give the Holder or Holders of the 
Series A Debentures and the Trustee (and, so long as the Series A 
Debentures are held by or for the benefit of the Trust, the Property 
Trustee thereof) notice of its intention to defer interest payments at 
least one Business Day prior to the earlier of (i) the next succeeding 
Interest Payment Date and (ii) the date the Company is required to 
give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to the Holders of the Series A Debentures 
of any Regular Record Date or such Interest Payment Date, but, in 
any event, not less than one Business Day prior to such Regular 
Record Date.  For purposes of calculating an Extension Period, the 
month in which any notice is given pursuant to the immediately 
preceding sentence of this Section shall constitute the first month of 
the first quarter of such Extension Period.
At any time any of the foregoing notices are given to 
the Trustee, the Company shall give to the Paying Agent for the 
Series A Debentures such information as said Paying Agent shall 
reasonably require to order to fulfill its tax reporting obligations with 
respect to such Series A Debentures.
SECTION 205.    Guarantee.  The Guarantee 
provided by Article XV of the Original Indenture shall be applicable 
to the Series A Debentures.
SECTION 206.    Place of Payment.  The Place of 
Payment in respect of the Series A Debentures will be in The City of 
New York, initially the Corporate Trust Office, and, for so long as 
the Series A Debentures are listed on the Luxembourg Stock 
Exchange, in Luxembourg, initially the corporate trust office of 
Banque Generale du Luxembourg S.A., which at the date hereof, is 
located at 50 Avenue J. F. Kennedy, L-2951 Luxembourg.
SECTION 207.    Issuance of Global Series A 
Debentures.  The Series A Debentures shall be initially issued in the 
form of one or more Global Series A Debentures and delivered by the 
Trustee to the Book-Entry Depositary, as the Holder thereof, or a 
nominee or custodian therefor, to be held by the Book-Entry 
Depositary pursuant to the Deposit Agreement initially for the benefit 
of the Trust.  Definitive Registered Series A Debentures shall only be 
issued by the Company in exchange for the Global Series A 
Debentures in the circumstances set forth in the Global Series A 
Debentures.
SECTION 208.    Regular Record Date for the 
Definitive Registered Series A Debentures.  The Regular Record 
Date for the Definitive Registered Series A Debentures shall be 15 
calendar days immediately prior to each Interest Payment Date.
SECTION 209.    Redemption.  The Series A 
Debentures shall be redeemable prior to the Stated Maturity at the 
option of the Company, in whole or in part, without premium or 
penalty, at any time or from time to time on or after June 9, 2003, at 
a Redemption Price equal to 100% of the principal amount thereof 
plus any accrued but unpaid interest thereon, including Additional 
Interest and Additional Amounts, if any, to the Redemption Date; 
provided, however, that if a redemption in part shall result in the 
delisting of the Trust Securities, the Company may only redeem the 
Series A Debentures in whole.  In addition, following the occurrence 
of a Special Event at any time, the Company may, within ninety (90) 
days following the occurrence thereof and subject to the terms and 
conditions of the Indenture, elect to redeem the Series A Debentures, 
in whole (but not in part), at a price equal to 100% of the principal 
amount thereof plus any accrued but unpaid interest thereon 
(including Additional Interest and Additional Amounts, if any) to the 
Redemption Date.
The Series A Debentures shall also be redeemable 
pursuant to Section 13.02 of the Original Indenture.
The Company shall not redeem less than all of the 
Series A Debentures unless all accrued and unpaid interest, if any, has 
been paid in full on all Outstanding Series A Debentures for all 
interest periods terminating on or prior to the Redemption Date.
In the event of redemption of the Series A Debentures 
in part only, a new Series A Debenture or Debentures for the 
unredeemed portion will be issued in the name or names of the 
Holders thereof upon the surrender thereof.
The Series A Debentures shall not have a sinking fund.
Notice of redemption shall be given as provided in 
Section 13.03 of the Original Indenture.
Any redemption of less than all of the Series A 
Debentures shall, with respect to the principal thereof, be divisible by 
$25.
SECTION 210.    Listing of Series A Debentures.  
If the Trust is dissolved and liquidated and the Series A Debentures 
are distributed to the holders of the Trust Securities, the Company 
will use its best efforts to list the Series A Debentures on the New 
York Stock Exchange or such other stock exchange or other 
organization, if any, on which the Trust Securities are then listed.
ARTICLE THREE
AUTHENTICATING AGENT; BOOK-ENTRY DEPOSITARY
SECTION 301.    Authenticating Agent; Book-
Entry Depositary.  The Bank of New York, a New York banking 
corporation, and its successors are hereby appointed Authenticating 
Agent and Book-Entry Depositary with respect to the Series A 
Debentures.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401.    Execution of Supplemental 
Indenture.  This First Supplemental Indenture is executed and shall be 
construed as an indenture supplemental to the Original Indenture and, 
as provided in the Original Indenture, this First Supplemental 
Indenture forms a part thereof.
SECTION 402.    Conflict with Trust Indenture 
Act.  If any provision hereof limits, qualifies or conflicts with another 
provision hereof which is required to be included in this First 
Supplemental Indenture by any of the provisions of the Trust 
Indenture Act, such required provision shall control.
SECTION 403.    Effect of Headings.  The Article 
and Section headings herein are for convenience only and shall not 
affect the construction hereof.
SECTION 404.    Successors and Assigns.  All 
covenants and agreements in this First Supplemental Indenture by 
each of the Company or the Guarantor shall bind its successors and 
assigns, whether so expressed or not.
SECTION 405.    Separability Clause.  In case 
any provision in this First Supplemental Indenture or in the Series A 
Debentures shall be invalid, illegal or unenforceable, the validity, 
legality and enforceability of the remaining provisions shall not in any 
way be affected or impaired thereby.
SECTION 406.    Benefits of First Supplemental 
Indenture.  Nothing in this First Supplemental Indenture or in the 
Series A Debentures, express or implied, shall give to any person, 
other than the parties hereto and their successors hereunder and the 
Holders, any benefit or any legal or equitable right, remedy or claim 
under this First Supplemental Indenture.
SECTION 407.    Execution and Counterparts.  
This First Supplemental Indenture may be executed in any number of 
counterparts, each of which shall be deemed to be an original, but all 
such counterparts shall together constitute but one and the same 
instrument




IN WITNESS WHEREOF, the parties hereof have 
caused this First Supplemental Indenture to be duly executed by their 
respective officers, directors or signatories duly authorized thereto, 
all as of the day and year first above written.
YORKSHIRE POWER 
FINANCE LIMITED 


By                      
			
    Title:


YORKSHIRE POWER 
GROUP LIMITED

By                      
			
    Title:


THE BANK OF NEW 
YORK,
as Trustee, Principal 
Paying Agent, Security 
Registrar and Transfer 
Agent


By                      
			
    Title:


BANQUE GENERALE 
DU LUXEMBOURG 
S.A., as Paying Agent 
and Transfer Agent


By                      
			
    Title:


EXHIBIT A

[FORM OF FACE OF GLOBAL SERIES A DEBENTURE]

THE INDEBTEDNESS EVIDENCED BY THIS 
SECURITY IS, TO THE EXTENT PROVIDED IN THE 
INDENTURE HEREINAFTER REFERRED TO, SUBORDINATE 
AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR 
PAYMENT IN FULL OF ALL SENIOR DEBT OF THE 
COMPANY AND THIS SECURITY IS ISSUED SUBJECT TO 
THE PROVISIONS OF THE INDENTURE WITH RESPECT 
THERETO.
THIS SECURITY IS A GLOBAL BEARER 
SECURITY WITHIN THE MEANING OF THE INDENTURE. 
THIS SECURITY IS EXCHANGEABLE ONLY IN THE 
LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN 
THE INDENTURE.
UNLESS THIS GLOBAL BEARER SECURITY IS 
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF 
THE BEARER HEREOF, WHICH SHALL INITIALLY BE THE 
BOOK-ENTRY DEPOSITARY, TO THE COMPANY OR ITS 
AGENT FOR EXCHANGE OR PAYMENT, AND ANY 
DEFINITIVE REGISTERED SERIES A DEBENTURE IS ISSUED 
IN THE NAME OR NAMES AS DIRECTED IN WRITING BY 
THE BEARER HEREOF, WHICH SHALL INITIALLY BE THE 
BOOK-ENTRY DEPOSITARY, ANY TRANSFER, PLEDGE, OR 
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR 
TO ANY PERSON IS WRONGFUL INASMUCH AS THE 
BEARER HEREOF, WHICH INITIALLY SHALL BE THE 
BOOK-ENTRY DEPOSITARY, HAS AN INTEREST HEREIN.
YORKSHIRE POWER FINANCE LIMITED

____% Junior Subordinated Deferrable Interest Debenture, Series A 
due ______, 2038

No.             $       
	
	CUSIP No.:________



YORKSHIRE POWER FINANCE LIMITED, a 
private company with limited liability incorporated under the laws of 
the Cayman Islands (herein called the "Company", which term 
includes any successor corporation under the Indenture hereinafter 
referred to), for value received, hereby promises to pay to the bearer 
upon surrender hereof, the principal sum of __________ Dollars? on 
________________, and to pay interest thereon from 
_____________, or from the most recent Interest Payment Date to 
which interest has been paid or duly provided for, quarterly in arrears 
on ____________, ____________, ____________ and 
____________ in each year, commencing ________________, 1998, 
at the rate per annum provided in the title hereof, until the principal 
hereto is paid or made available for payment.  The interest so payable, 
and punctually paid or duly provided for, on any Interest Payment 
Date will, as provided in the Indenture, be paid to the bearer on such 
Interest Payment Date.  The term "interest" as used herein shall be 
deemed to include interest on quarterly interest payments in arrears, 
Additional Interest and Additional Amounts, as applicable.  So long 
as an Extension Period is not occurring, any such interest not so 
punctually paid or duly provided for will forthwith cease to be 
payable to the bearer on such Interest Payment Date and may be paid 
to the bearer hereof at the time of payment of such Defaulted Interest 
or be paid at any time in any other lawful manner not inconsistent 
with the requirements of any securities exchange on which the 
Securities of this series may be listed, and upon such notice as may be 
required by such exchange, all as more fully provided in the 
Indenture.
All payments in respect of this Security and all 
payments made pursuant to the Guarantee of this Security shall be 
made in immediately available funds at or through the office or 
agency of the Company maintained for that purpose in the Borough 
of Manhattan, The City of New York, and, for so long as this 
Security shall be listed on the Luxembourg Stock Exchange, in 
Luxembourg, in such coin or currency of the United States of 
America as at the time of payment is legal tender for the payment of 
public and private debt.
So long as no Event of Default has occurred and is 
continuing, the Company shall have the right at any time and from 
time to time during the term of this Security to defer interest 
payments in such Security for up to 20 consecutive quarters but not 
beyond the Stated Maturity of this Security (each, an "Extension 
Period"), during which unpaid interest (together with interest 
thereon) will compound quarterly at the interest rate on this Security 
("Deferred Interest").  Upon the termination of each Extension 
Period, which shall be an Interest Payment Date, the Company shall 
pay all Deferred Interest on such Interest Payment Date to the bearer 
thereof, as provided in the Indenture, provided that any Deferred 
Interest payable at the Stated Maturity of this Security or on any 
Redemption Date will be paid to the Person to whom principal is 
payable.  Prior to the termination of any such Extension Period, the 
Company may extend the interest payment period, provided that such 
Extension Period together with all such previous and further 
extensions thereof shall not exceed 20 consecutive quarters of the 
Stated Maturity of this Security.  Upon the termination of any such 
Extension Period, and the payment of all accrued and unpaid interest 
then due, the Company may commence a new Extension Period, 
subject to the above requirements.  If the Company shall have given 
notice of its election to commence an Extension Period, neither the 
Company nor the Guarantor shall, directly or indirectly, (i) declare or 
pay any cash dividends or distributions on, or redeem, purchase, 
acquire or make a liquidation payment with respect to, any of its 
capital stock (which includes common and preferred stock), (ii) make 
any payments on, or repay, repurchase or redeem, any of its debt 
securities (including any other securities issued under the Indenture or 
other junior subordinated securities issued by the Company) that rank 
pari passu with or junior in interest to the Securities or the Guarantee, 
respectively, (iii) make any payments with respect to any guarantee 
that ranks pari passu with or junior in interest to the Securities or the 
Guarantee, respectively, or (iv) make any payments on, or repay, 
repurchase or redeem, any of its debt securities held by, make any 
loans or advances to, or make any payments with respect to any 
guarantee of the debt of, any affiliate, in each case other than (a) 
dividends or distributions in shares of, or options, warrants or rights 
to subscribe for or purchase shares of, common stock of the 
Company or the Guarantor and exchanges or conversions of common 
stock of one class for common stock of another class, (b) payments 
by the Guarantor under the Trust Securities Guarantee (or any other 
guarantee by the Guarantor with respect to any securities issued by of 
its direct or indirect subsidiaries, provided that the proceeds from the 
issuance of such securities were used to purchase other securities 
issued under the Indenture or other junior subordinated securities 
issued by the Company), (c) payments by the Guarantor under the 
Guarantee, (d) any dividend or payment by the Guarantor which is 
applied, directly or indirectly, to the payment of any Tax Payments, 
(e) payments by the Guarantor, directly or indirectly, on the 
Intercompany Notes or any other promissory notes held by the 
Company (or any other direct or indirect wholly-owned subsidiary of 
the Guarantor) evidencing loans made with the proceeds from the 
issuance by the Company (or any other direct or indirect wholly-
owned subsidiary of the Guarantor) of securities guaranteed by the 
Guarantor or (f) the reinvestment of any proceeds received under 
clause (e) above by the Company (or any other direct or indirect 
wholly-owned subsidiary of the Guarantor) in additional debt 
securities of the Guarantor or any of its other direct or indirect 
wholly-owned subsidiaries.  The Company shall give the Holder of 
this Security and the Trustee notice of its intention to defer interest 
payments at least one Business Day prior to the earlier of (i) the next 
succeeding Interest Payment Date and (ii) the date the Company is 
required to give notice to the New York Stock Exchange or other 
applicable self-regulatory organization or to the Holder of this 
Security of any Regular Record Date or such Interest Payment Date, 
but, in any event, not less than one Business Day prior to such 
Regular Record Date.
The indebtedness evidenced by this Security is, to the 
extent provided in the Indenture, subordinate and subject in right of 
payment to the prior payment in full of all Senior Debt (as defined in 
the Indenture) of the Company, and this Security is issued subject to 
the provisions of the Indenture with respect thereto.  Each Holder of 
this security, by accepting the same, (a) agrees to and shall be bound 
by such provisions, (b) authorizes and directs the Trustee on his 
behalf to take such action as may be necessary or appropriate to 
effectuate the subordination so provided, and (c) appoints the Trustee 
his attorney-in-fact for any and all such purposes.  Each Holder 
hereof, by his acceptance hereof, waives any notice of the acceptance 
of the subordination provisions contained herein and in the Indenture 
by each holder of Senior Debt of the Company, whether now 
outstanding or hereafter incurred, and waives reliance by each such 
holder upon said provisions.
All payments of principal of and premium, if any, and 
interest on this Security and all payments made pursuant to the 
Guarantee of this Security shall be made free and clear of, and 
without withholding or deduction for or on account of any present or 
future taxes, duties, assessments or governmental charges of 
whatever nature imposed, levied, collected, withheld or assessed by 
or within a Taxing Jurisdiction or by or within any political 
subdivision thereof or any authority therein or thereof having power 
to tax ("Gross-Up Taxes"), unless such withholding or deduction is 
required by law.  In the event of any such withholding or deduction, 
the Company or the Guarantor, as the case may be, shall pay to the 
relevant Holder such additional amounts that would otherwise have 
been due to such Holder in the absence of such withholding or 
deduction ("Additional Amounts"), except that no such Additional 
Amounts shall be payable:
(a)  to, or to a Person on behalf of, a Holder who is 
liable for such Gross-Up Taxes in respect of this Security or 
the Guarantee of this Security by reason of such Holder or 
beneficial owner having some connection with the relevant 
Taxing Jurisdiction (including being a citizen or resident or 
national of, or carrying on a business or maintaining a 
permanent establishment in, or being physically present in, 
such Taxing Jurisdiction) other than the mere holding of this 
Security or the receipt of principal of, and premium, if any and 
interest in respect thereof or in respect of the Guarantee of 
this Security;
(b)  to, or to a Person on behalf of, a Holder who 
presents this Security (where presentation is required) for 
payment more than 30 days after the Relevant Date except to 
the extent that the Holder would have been entitled to such 
Additional Amounts on presenting this Security for payment 
on the last day of such period of 30 days;
(c)  to, or to a Person on behalf of, a Holder who 
presents this Security (where presentation is required) in the 
United Kingdom or Cayman Islands;
(d)  to, or to a Person on behalf of, a Holder who 
would not be liable or subject to the withholding or deduction 
by making a declaration of non-residence or similar claim for 
exemption to the relevant tax authority; or
(e)  to, or to a Person on behalf of, a Holder of a 
Registered Security that is not a Global Security issued 
pursuant to the written request of any beneficial owner of 
interests in such Securities (an "Optional Definitive Security 
Request") following and during the continuance of an Event 
of Default if such Holder (or any predecessor Holder) was an 
owner requesting that such Registered Securities be so issued.
Such Additional Amounts will also not be payable 
where, had the beneficial owner of the Security (or any interest 
therein) been the Holder of the Security, he would not have been 
entitled to payment of Additional Amounts by reason of any one or 
more of clauses (a) through (e) above.  If the Company or the 
Guarantor, as applicable, shall determine that Additional Amounts 
will not be payable because of the immediately preceding sentence, 
the Company or the Guarantor, as applicable, will inform such Holder 
promptly after making such determination setting forth the reason(s) 
therefor.
"Relevant Date" means whichever is the later of (i) the 
date on which such payment first becomes due and (ii) if the full 
amount payable has not been received in The City of New York by 
the Book-Entry Depositary or the Trustee on or prior to such due 
date, the date on which, the full amount having been so received, 
notice to that effect shall have been given to the bearer hereof in 
accordance with the Indenture.
References to principal of and premium or interest on 
this Security or any payments pursuant to the Guarantee of this 
Security shall be deemed to include any Additional Amounts which 
may be payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing 
payment of the Gross-Up Taxes.  Copies of such receipts shall be 
made available to the Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series 
will be published in a leading newspaper having general circulation in 
Luxembourg (which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE 
FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON 
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS 
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF 
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has 
been executed by the Trustee referred to on the reverse hereof by 
manual signature, this Security shall not be entitled to any benefit 
under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused 
this instrument to be duly executed by an authorized signatory of the 
Company.

						YORKSHIRE POWER 
FINANCE
						LIMITED


						By:                     
		
	Authorized 
Signatory


CERTIFICATE OF AUTHENTICATION

	This is one of the Securities of the series designated 
herein and referred to in the within-mentioned Indenture.

		THE BANK OF 
NEW YORK,
		as Trustee


	
	By:_________________________
		     Authorized 
Signatory

Dated:

[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
___% Junior Subordinated Deferrable Interest Debenture, Series A
due ____________, 2038
This Security is one of a duly authorized issue of 
securities of the Company (herein called the "Securities"), issued and 
to be issued in one or more series under an Indenture, dated as of 
June 1, 1998 (herein called the "Original Indenture"), among the 
Company, Yorkshire Power Group Limited, as guarantor (the 
"Guarantor"), The Bank of New York, as trustee, principal paying 
agent, registrar and transfer agent (herein called the "Trustee", which 
term includes any successor trustee under the Indenture), and Banque 
Generale du Luxembourg S.A., as paying and transfer agent (the 
"Paying and Transfer Agent"), as supplemented by the First 
Supplemental Indenture, dated as of June 1, 1998 (together with the 
Original Indenture and any other supplements thereto, the 
"Indenture"), among the Company, the Guarantor, the Trustee and 
the Paying and Transfer Agent to which Indenture and all indentures 
supplemental thereto reference is hereby made for a statement of the 
respective rights, limitations of rights, duties and immunities 
thereunder of the Company, the Guarantor, the Trustee, the Paying 
and Transfer Agent and the Holders of the Securities and of the terms 
upon which the Securities are, and are to be, authenticated and 
delivered.  This Security is one of the series designated on the face 
hereof, limited in aggregate principal amount to $275,000,000.
The Company shall have the right, subject to the terms 
and conditions of the Indenture, to redeem this Security at any time 
or from time to time on or after ___________, 2003, without 
premium or penalty, in whole or in part, at a Redemption Price equal 
to 100% of the principal amount thereof plus any accrued and unpaid 
interest thereon to the Redemption Date; provided, however, that if a 
redemption in part shall result in the delisting of the Trust Securities, 
the Company may only redeem this Security in whole.  Following the 
occurrence of a Special Event (as defined below) at any time, the 
Company may, within 90 days following the occurrence thereof and 
subject to the terms and conditions of the Indenture, redeem this 
Security without premium or penalty, in whole (but not in part), at a 
Redemption Price equal to 100% of the principal amount thereof plus 
any accrued and unpaid interest thereon to the Redemption Date.  A 
Special Event may be a Tax Event or an Investment Company Act 
Event.  
	"Tax Event" means the receipt by the Guarantor or the 
Company of an opinion of independent  counsel (which may be 
counsel to the Guarantor or its Affiliates) experienced in such matters 
to the effect that there has been (a) any amendment to, or change 
(including any announced prospective change) in, the laws (or any 
regulations thereunder) of any supranational federation to which the 
United Kingdom belongs or the jurisdiction (or any political 
subdivision or taxing authority thereof or therein) in which the 
Company or the Guarantor is incorporated or created, as applicable, 
or in which the Company or the Guarantor is managed and controlled 
or has a place of business (each, a "Taxing Jurisdiction"), (b) any 
official administrative pronouncement or judicial decision 
interpreting, clarifying or applying such laws or regulations  or (c) a 
threatened challenge asserted by a government or taxing authority 
with respect to the Guarantor or any of its subsidiaries, or a 
threatened challenge asserted in writing by a government or taxing 
authority against any other taxpayer that has raised capital through 
the issuance of securities that are substantially similar to the 
Securities of this series or the Trust Securities related to the 
Securities of this series, which amendment or change is effective or 
which pronouncement, clarification, challenge or decision is 
announced on or after June __, 1998, and that results in their being 
more than an insubstantial risk that (i) the Company is, or will be 
within 90 days of the date thereof, subject to income tax within a 
Taxing Jurisdiction (other than the United Kingdom corporation 
income tax) with respect to interest received or accrued on the 
Intercompany Notes with respect to the Securities of this series, (ii) 
the Company is, or will be within 90 days of the date thereof, subject 
to more than a de minimis amount of other tax, duties or other 
governmental charges, (iii) interest payable by the Company on the 
Securities of this series is not, or within 90 days of the date thereof 
will not be, deductible, in whole or in part for (as appropriate) United 
States Federal or United Kingdom corporation income tax purposes, 
as they accrue by the Company or by a member of any tax group to 
which the Guarantor belongs or (iv) interest payable with respect to 
the Intercompany Notes with respect to the Securities of this series 
by the Guarantor or its Affiliates is not, or within 90 days of the date 
thereof will not be, deductible, in whole or in part, for (as 
appropriate) United States Federal or United Kingdom corporation 
income tax purposes, as it accrues by one of (as appropriate) the 
Guarantor, its shareholders or a member of any tax group to which 
the Guarantor belongs.  "Investment Company Act Event" shall mean 
that the Guarantor or the Company shall have received an opinion of 
independent counsel (which may be counsel to the Guarantor or its 
Affiliates) experienced in such matters to the effect that, as a result of 
the occurrence of a change in law or regulation or a change in 
interpretation or application of law or regulation by any legislative 
body, court, governmental agency or regulatory authority (an 
"Investment Company Act Change"), there is more than an 
insubstantial risk that the Guarantor or the Company is or will be  
considered an "investment company" that is required to be registered 
under the Investment Company Act of 1940, as amended, which 
Investment Company Act Change becomes effective on or after June 
__, 1998.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the 
date fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities of this series for redemption will be 
made by the Trustee in any manner the Trustee deems fair and 
appropriate and that complies with applicable legal and securities 
exchange requirements.
Unless the Company defaults in payment of the 
redemption price, from and after the redemption date, the Securities 
of this series or portions thereof called for redemption will cease to 
bear interest, and the Holders thereof will have no right in respect to 
such Securities of this series except the right to receive the 
redemption price thereof.
In the event of redemption of this Security in part 
only, a new Security of this series and of like tenor for the 
unredeemed portion hereof will be issued to the Holder hereof upon 
the cancellation hereof.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of 
this series may be declared due and payable in the manner and with 
the effect provided in the Indenture.  At any time after such 
declaration of acceleration with respect to Securities of any series has 
been made, but before a judgment or decree for payment of money 
has been obtained by the Trustee as provided in the Indenture, if all 
Events of Default with respect to Securities of this series have been 
cured or waived (other than the non-payment of principal of the 
Securities which has become due solely by reason of such declaration 
of acceleration) then such declaration of acceleration and its 
consequences shall be automatically annulled and rescinded.
The Securities of this series are subject to redemption 
in whole but not in part upon not less than 30 nor more than 60 days' 
notice given as provided in the Indenture, at a price equal to the 
outstanding principal amount thereof, together with Additional 
Amounts, if any, and accrued and unpaid interest thereon, if any, to 
the Redemption Date if (a) the Company or the Guarantor satisfies 
the Trustee prior to the giving of such notice that it has or will 
become obligated to pay Additional Amounts with respect to the 
Securities of this series or the Guarantee as a result of either (i) any 
change in, or amendment to, the laws or regulations of a Taxing 
Jurisdiction or any political subdivision or any authority or agency 
thereof or therein having power to tax or levy duties, or any change 
in the application or interpretation of such laws or regulations, which 
change or amendment becomes effective on or after June __, 1998 or 
(ii) the issuance of Definitive Registered Series A Debentures 
pursuant to any of clauses (a), (b) or (d) of the third following 
paragraph and (b) such obligation cannot be avoided by the Company 
or the Guarantor taking reasonable measures available to it, subject, 
as provided in the Indenture, to the delivery by the Company or the 
Guarantor of an Officers' Certificate stating that such obligation to 
pay Additional Amounts cannot be avoided by the Company or the 
Guarantor taking reasonable measures available to it.
The Indenture permits, with certain exceptions as 
therein provided, the amendment thereof and the modification of the 
Indenture or any supplemental indenture or the rights and obligations 
of the Company and the rights of the Holders of the Securities of 
each series to be affected under the Indenture at any time by the 
Company and the Trustee with the consent of the Holders of a 
majority in aggregate principal amount of the Securities at the time 
Outstanding of all series to be affected (voting as a class).  The 
Indenture also contains provisions permitting the Holders of specified 
percentages in principal amount of the Securities of each series at the 
time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions 
of the Indenture and certain past defaults under the Indenture and 
their consequences.  Any such consent or waiver by the Holder of this 
Security shall be conclusive and binding upon such Holder and upon 
all future Holders of this Security and of any Security issued upon the 
registration of transfer hereof or in exchange herefor or in lieu hereof, 
whether or not notation of such consent or waiver is made upon this 
Security.
No reference herein to the Indenture and no provision 
of this Security or of the Indenture shall alter or impair the obligation 
of the Company, which is absolute and unconditional, to pay the 
principal of and premium, if any and interest, if any, on this Security 
and all payments made pursuant to the Guarantee of this Security at 
the times, place and rate, and in the coin or currency, herein 
prescribed.
This Security shall be exchangeable, in whole or, in 
the case of clause (d) below, in part as provided in the Indenture, for 
Definitive Registered Series A Debentures registered in the names of 
Persons other than the Book-Entry Depositary with respect to such 
series or its nominee only as provided in this paragraph.  This 
Security shall be so exchangeable if (a) DTC notifies the Company 
and the Book-Entry Depositary that it is unwilling or unable to 
continue to hold the Book-Entry Interests or at any time ceases to be 
a "clearing agency" registered as such under the Exchange Act and, 
in either case, a successor is not appointed by the Company within 
120 days, (b) the Book-Entry Depositary for the Securities of this 
series notifies the Company that it is unwilling or unable to continue 
as Book-Entry Depositary with respect to this Security and no 
successor is appointed within 120 days, (c) the Company executes 
and delivers to the Trustee an Officers' Certificate providing that this 
Security shall be so exchangeable, or (d) there shall have occurred 
and be continuing an Event of Default with respect to the Securities 
of this series and the Holder makes an Optional Definitive Security 
Request.  Securities so issued in exchange for this Security shall be of 
the same series, having the same interest rate, if any, and maturity and 
having the same terms as this Security, in authorized denominations 
and in the aggregate having the same principal amount as this 
Security and registered in such names as the Book-Entry Depositary 
for this Security shall direct.
The bearer of this Security shall be treated as the 
owner of it for all purposes, subject to the terms of the Indenture.  As 
provided in the Indenture and subject to certain limitations therein set 
forth, Securities of this series are exchangeable for a like aggregate 
principal amount of Securities of this series and of like tenor of a 
different authorized denomination, as requested by the Holder 
surrendering the same.
No service charge shall be made for any such 
exchange, but the Company may require payment of a sum sufficient 
to cover any tax or other governmental charge payable in connection 
therewith.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or 
any other capacity, may become the owner or pledge of Securities of 
this series and may otherwise deal with the Company, the Guarantor 
or their respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, 
incorporator or Affiliate of the Company or the Guarantor under the 
Securities of this series or the Indenture or for any claim based on, in 
respect of or by reason of, such obligations of their creation.  Each 
Holder of the Securities of this series by accepting Securities this 
series waives and releases all such liability.  The waiver and release 
are part of the consideration for the issuance of the Securities of this 
series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this 
Security.
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the 
Company will cause CUSIP numbers to be printed on the Securities 
of this series as a convenience to the Holders of the Securities of this 
series.  No representation is made as to the accuracy of such numbers 
as printed on the Securities of this series and reliance may be placed 
only on the other identification numbers printed hereon.
THIS SECURITY SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS 
OF THE STATE OF NEW YORK.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a private limited company duly incorporated and 
existing under the laws of England and Wales (the "Guarantor", 
which term includes any successor Person under the Indenture 
referred to in the Security on which this notation is endorsed), hereby 
fully and unconditionally guarantees to the Holder of the 
accompanying Security issued by Yorkshire Power Finance Limited 
(the "Company"), pursuant to the terms of the Guarantee contained 
in Article XV of the Indenture, the due and punctual payment of the 
principal of and premium, if any, and interest on this Security, when 
and as the same shall become due and payable, whether at the Stated 
Maturity, by declaration of acceleration, call for redemption or 
otherwise, in accordance with the terms of this Security and the 
Indenture.  In case of the failure of the Company punctually to pay 
any such principal, premium, if any, or interest, the Guarantor hereby 
agrees to cause any such payment to be made punctually when and as 
the same shall become due and payable as if such payment were made 
by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the 
Indenture are expressly set forth in Article XV of the Indenture, and 
reference is hereby made to such Article and Indenture for the precise 
terms of the Guarantee.
All payments in respect of this Guarantee are, to the 
extent provided in the Indenture, subordinate and subject in right of 
payment to the prior payment in full of all Senior Debt (as defined in 
the Indenture) of the Guarantor, and this Guarantee is issued subject 
to the provisions of the Indenture with respect thereto.  Each holder 
of this Security, by accepting the same, (a) agrees to and shall be 
bound by such provisions, (b) authorizes and directs the Trustee on 
his behalf to take such action as may be necessary or appropriate to 
effectuate the subordination so provided, and (c) appoints the Trustee 
his attorney-in-fact for any and all such purposes.  Each holder 
hereof, by his acceptance hereof, waives any notice of the acceptance 
of the subordination provisions in respect of this Guarantee contained 
herein and in the Indenture by each holder of the Senior Debt of the 
Guarantor, whether now outstanding or hereafter incurred, and 
waives reliance by each such holder upon said provisions.
THIS GUARANTEE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon 
which this notation of the Guarantee is endorsed shall have been 
executed by the Trustee under the Indenture by the manual signature 
of one of its authorized officers.
YORKSHIRE POWER 
GROUP LIMITED

By:______________________
_________________
      Authorized Signatory

SCHEDULE OF ADJUSTMENTS


	The initial aggregate principal amount of Securities evidenced 
by this Certificate to which this Schedule is attached is $___,000,000.  
The notations on the following table evidence decreases and increases 
in the aggregate principal amount of Securities evidenced by such 
Certificate.





Date of Adjustment
Decrease in Aggregate  Principal Amount of Securities
Increase in Aggregate Principal Amount of Securities
Aggregate Principal Amount of Securities Remaining
 After Such Decrease or Increase

Notation by Security Registrar


EXHIBIT B

[FORM OF FACE OF DEFINITIVE REGISTERED SERIES A 
DEBENTURE]
THE INDEBTEDNESS EVIDENCED BY THIS SECURITY IS, 
TO THE EXTENT PROVIDED IN THE INDENTURE 
HEREINAFTER REFERRED TO, SUBORDINATE AND 
SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR 
PAYMENT IN FULL OF ALL SENIOR DEBT OF THE 
COMPANY AND THIS SECURITY IS ISSUED SUBJECT TO 
THE PROVISIONS OF THE INDENTURE WITH RESPECT 
THERETO.
YORKSHIRE POWER FINANCE LIMITED
___% Junior Subordinated Deferrable Interest Debenture due 
_______, 2038
No. _______________
	$______
_____________
	CUSIP 
No.:__________

YORKSHIRE POWER FINANCE LIMITED, a 
private company with limited liability incorporated under the laws of 
the Cayman Islands (herein called the "Company", which term 
includes any successor corporation under the Indenture hereinafter 
referred to), for value received, hereby promises to pay to [name of 
registered owner], or its registered assigns, the principal sum of 
_______________ Dollars? on _______________________, and to 
pay interest thereon from ____________________, or from the most 
recent Interest Payment Date to which interest has been paid or duly 
provided for, quarterly in arrears on __________, __________, 
__________ and _____________ in each year, commencing 
_______________, 1998, at the rate per annum provided in the title 
hereof, until the principal hereof is paid or made available for 
payment.  The interest so payable, and punctually paid or duly 
provided for, on any Interest Payment Date will, as provided in the 
Indenture, be paid to the Person in whose name this Security (or one 
or more Predecessor Securities) is registered at the close of business 
on the Regular Record Date for such interest, which shall be the 
fifteenth day (whether or not a Business Day) immediately preceding 
such Interest Payment Date.  The term "interest" as used herein shall 
be deemed to include interest on quarterly interest payments in 
arrears, Additional Interest and Additional Amounts, as applicable.  
So long as an Extension Period is not occurring, any such interest not 
so punctually paid or duly provided for will forthwith cease to be 
payable to the Person in whose name this Security (or one or more 
Predecessor Securities) is registered on such Regular Record Date 
and may be paid to the Person in whose name this Security (or one or 
more Predecessor Securities) is registered at the close of business on 
a Special Record Date for the payment of such Defaulted Interest to 
be fixed by the Trustee, notice whereof shall be given to Holders of 
Securities of this series not less than 10 days prior to such Special 
Record Date, or be paid at any time in any other lawful manner not 
inconsistent with the requirements of any securities exchange on 
which the Securities of this series may be listed, and upon such notice 
as may be required by such exchange, all as more fully provided in the 
Indenture.
All payments in respect of this Security and all 
payments made pursuant to the Guarantee of this Security shall be 
made in immediately available funds at or through the office or 
agency of the Company maintained for that purpose in the Borough 
of Manhattan, The City of New York, and for so long as this Security 
shall be listed on the Luxembourg Stock Exchange, in Luxembourg, 
in such coin or currency of the United States of America as at the 
time of payment is legal tender for the payment of public and private 
debt; provided, however, that at the option of the Company, payment 
of interest may be made by check mailed to the address of the Person 
entitled thereto as such address shall appear in the Security Register.
Interest payments on this Security may also be made, 
in the case of a holder of at least $1,000,000 aggregate principal 
amount, by wire transfer to a United States Dollar account 
maintained by the payee with a bank in the United States; provided 
that such holder elects payment by wire transfer by giving written 
notice to the Trustee or a Paying Agent to such effect designating 
such account no later than 15 days immediately preceding the 
relevant due date for payment (or such other date as the Trustee may 
accept in its discretion).
So long as no Event of Default has occurred and is 
continuing, the Company shall have the right at any time and from 
time to time during the term of this Security to defer interest 
payments in such Security for up to 20 consecutive quarters but not 
beyond the Stated Maturity of this Security (each, an "Extension 
Period"), during which unpaid interest (together with interest 
thereon) will compound quarterly at the interest rate on this Security 
("Deferred Interest").  Upon the termination of each Extension 
Period, which shall be an Interest Payment Date, the Company shall 
pay all Deferred Interest on such Interest Payment Date to the Person 
in whose name this Security is registered at the close of business on 
the Regular Record Date for such Interest Payment Date, provided 
that any Deferred Interest payable at the Stated Maturity of this 
Security or on any Redemption Date will be paid to the Person to 
whom principal is payable.  Prior to the termination of any such 
Extension Period, the Company may extend the interest payment 
period, provided that such Extension Period together with all such 
previous and further extensions thereof shall not exceed 20 
consecutive quarters or the Stated Maturity of this Security.  Upon 
the termination of any such Extension Period, and the payment of all 
accrued and unpaid interest then due, the Company may commence a 
new Extension Period, subject to the above requirements.  If the 
Company shall have given notice of its election to commence an 
Extension Period, neither the Company nor the Guarantor shall, 
directly or indirectly, (i) declare or pay any cash dividends or 
distributions on, or redeem, purchase, acquire or make a liquidation 
payment with respect to, any of its capital stock (which includes 
common and preferred stock), (ii) make any payments on, or repay, 
repurchase or redeem, any of its debt securities (including any other 
securities issued under the Indenture or other junior subordinated 
securities issued by the Company) that rank pari passu with or junior 
in interest to the Securities or the Guarantee, respectively, (iii) make 
any payments with respect to any guarantee that ranks pari passu with 
or junior in interest to the Securities or the Guarantee, respectively, 
or (iv) make any payments on, or repay, repurchase or redeem, any of 
its debt securities held by, make any loans or advances to, or make 
any payments with respect to any guarantee of the debt of, any 
affiliate, in each case other than (a) dividends or distributions in 
shares of, or options, warrants or rights to subscribe for or purchase 
shares of, common stock of the Company or the Guarantor and 
exchanges or conversions of common stock of one class for common 
stock of another class, (b) payments by the Guarantor under the Trust 
Securities Guarantee (or any other guarantee by the Guarantor with 
respect to any securities issued by its direct or indirect subsidiaries, 
provided that the proceeds from the issuance of such securities were 
used to purchase other securities issued under the Indenture or other 
junior subordinated securities issued by the Company), (c) payments 
by the Guarantor under the Guarantee, (d) any dividend or payment 
by the Guarantor which is applied, directly or indirectly, to the 
payment of any Tax Payments, (e) payments by the Guarantor, 
directly or indirectly, on the Intercompany Notes or any other 
promissory notes held by the Company (or any other direct or 
indirect wholly-owned subsidiary of the Guarantor) evidencing loans 
made with the proceeds from the issuance by the Company (or any 
other direct or indirect wholly-owned subsidiary of the Guarantor) of 
securities guaranteed by the Guarantor or (f) the reinvestment of any 
proceeds received under clause (e) above by the Company (or any 
other direct or indirect wholly-owned subsidiary of the Guarantor) in 
additional debt securities of the Guarantor or any of its other direct or 
indirect wholly-owned subsidiaries.  The Company shall give the 
Holder of this Security and the Trustee notice of its intention to defer 
interest payments at least one Business Day prior to the earlier of (i) 
the next succeeding Interest Payment Date and (ii) the date the 
Company is required to give notice to the New York Stock Exchange 
or other applicable self-regulatory organization or to the Holder of 
this Security of the Regular Record Date or Interest Payment Date, 
but, in any event, not less than one Business Day prior to such 
Regular Record Date.
The indebtedness evidenced by this Security is, to the 
extent provided in the Indenture, subordinate and subject in right of 
payment to the prior payment in full of all Senior Debt (as defined in 
the Indenture) of the Company, and this Security is issued subject to 
the provisions of the Indenture with respect thereto.  Each Holder of 
this security, by accepting the same, (a) agrees to and shall be bound 
by such provisions, (b) authorizes and directs the Trustee on his 
behalf to take such action as may be necessary or appropriate to 
effectuate the subordination so provided, and (c) appoints the Trustee 
his attorney-in-fact for any and all such purposes.  Each Holder 
hereof, by his acceptance hereof, waives any notice of the acceptance 
of the subordination provisions contained herein and in the Indenture 
by each holder of Senior Debt of the Company, whether now 
outstanding or hereafter incurred, and waives reliance by each such 
holder upon said provisions.
All payments of principal of and premium, if any, and 
interest on this Security and all payments made pursuant to the 
Guarantee of this Security shall be made free and clear of, and 
without withholding or deduction for or on account of any present or 
future taxes, duties, assessments or governmental charges of 
whatever nature imposed, levied, collected, withheld or assessed by 
or within a Taxing Jurisdiction or by or within any political 
subdivision thereof or any authority therein or thereof having power 
to tax ("Gross-Up Taxes"), unless such withholding or deduction is 
required by law.  In the event of any such withholding or deduction, 
the Company or the Guarantor, as the case may be, shall pay to the 
relevant Holder such additional amounts that would otherwise have 
been due to such Holder in the absence of such withholding or 
deduction ("Additional Amounts"), except that no such Additional 
Amounts shall be payable:
(a) to, or to a Person on 
behalf of, a Holder who is liable for such Gross-Up Taxes in 
respect of this Security or the Guarantee of this Security by 
reason of such Holder having some connection with the 
relevant Taxing Jurisdiction (including a citizen or resident or 
national of, or carrying on a business or maintaining a 
permanent establishment in, or being physically present in, 
such Taxing Jurisdiction) other than the mere holding of this 
Security or the receipt of principal of, premium, if any, and 
interest in respect thereof or in respect of the Guarantee of 
this Security;
(b) to, or to a Person on 
behalf of, a Holder who presents this Security (where 
presentation is required) for payment more than 30 days after 
the Relevant Date except to the extent that the Holder would 
have been entitled to such Additional Amounts on presenting 
this Security for payments on the last day of such period of 30 
days;
(c) to, or to a Person on 
behalf of, a Holder who presents a Security (where 
presentation is required) in the United Kingdom or Cayman 
Islands;
(d) to, or to a Person on 
behalf of, a Holder who would not be liable or subject to the 
withholding or deduction by making a declaration of 
nonresidence or similar claim for exemption to the relevant 
tax authority; or
(e) to, or to a Person on 
behalf of, a Holder of a Registered Security that is not a 
Global Security issued pursuant to the written request of any 
beneficial owner of interests in such Securities (an "Optional 
Definitive Security Request") following and during the 
continuance of an Event of Default if such Holder (or any 
predecessor Holder) was an owner requesting that such 
Registered Securities be so issued.
Such Additional Amounts will also not be payable 
where, had the beneficial owner of the Security (or any interest 
therein) been the Holder of the Security, he would not have been 
entitled to payment of Additional Amounts by reason of any one or 
more of clauses (a) through (e) above.  If the Company or the 
Guarantor, as applicable, shall determine that Additional Amounts 
will not be payable because of the immediately preceding sentence, 
the Company or the Guarantor, as applicable, will inform such Holder 
promptly after making such determination setting forth the reason(s) 
therefor.
"Relevant Date" means whichever is the later of (i) the 
date on which such payment first becomes due and (ii) if the full 
amount payable has not been received in The City of New York by 
the Trustee or the Holder on or prior to such due date, the date on 
which, the full amount having been so received, notice to that effect 
shall have been given to the Holder in accordance with this Indenture.
References to principal of and premium or interest on 
this Security or payments under the Guarantee of this Security shall 
be deemed to include to any Additional Amounts which may be 
payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing 
payment of Gross-Up Taxes.  Copies of such receipts shall be made 
available to the Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series 
will be published in a leading newspaper having general circulation in 
Luxembourg (which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE 
FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON 
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS 
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF 
SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has 
been executed by the Trustee referred to on the reverse hereof by 
manual signature, this Security shall not be entitled to any benefit 
under the Indenture or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Company has caused 
this instrument to be duly executed by an authorized signatory of the 
Company.
	YORKSHIRE POWER 
FINANCE
	LIMITED



	By              
		Authorized 
Signatory

CERTIFICATE OF AUTHENTICATION


	This is one of the Securities of the series designated 
herein and referred to in the within-mentioned Indenture.


		THE BANK OF NEW 
YORK,
		as Trustee


	
	By:_________________________________
		     Authorized 
Signatory


Dated:

[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
___% Junior Subordinated Deferrable Interest Debenture,
Series A due __________, 2038
This Security is one of a duly authorized issue of 
securities of the Company (herein called the "Securities"), issued and 
to be issued in one or more series under an Indenture, dated as of 
June 1, 1998 (herein called the "Original Indenture"), among the 
Company, Yorkshire Power Group Limited, as guarantor (the 
"Guarantor"), The Bank of New York, as trustee principal paying 
agent, register and transfer agent (herein called the "Trustee", which 
term includes any successor trustee under the Indenture), and Banque 
Generale du Luxembourg S.A., as paying and transfer agent (the 
"Paying and Transfer Agent"), as supplemented by the First 
Supplemental Indenture, dated as of June 1, 1998 (together with the 
Original Indenture and any other supplements thereto, the 
"Indenture") among the Company, the Guarantor, the Trustee and the 
Paying and Transfer Agent to which Indenture and all indentures 
supplemental thereto reference is hereby made for a statement of the 
respective rights, limitations of rights, duties and immunities 
thereunder of the Company, the Guarantor, the Trustee, the Paying 
and Transfer Agent and the Holders of the Securities and of the terms 
upon which the Securities are, and are to be, authenticated and 
delivered.  This Security is one of the series designated on the face 
hereof, limited in aggregate principal amount to $275,000,000.
The Company shall have the right, subject to the terms 
and conditions of the Indenture, to redeem this Security at any time 
or from time to time on or after ___________, 2003, without 
premium or penalty, in whole or in part, at a Redemption Price equal 
to 100% of the principal amount thereof plus any accrued and unpaid 
interest, thereon to the Redemption Date; provided, however, that if a 
redemption in part shall result in the delisting of the Trust Securities, 
the Company may only redeem this Security in whole.  Following the 
occurrence of a Special Event (as defined below) at any time, the 
Company may, within 90 days following the occurrence thereof and 
subject to the terms and conditions of the Indenture, redeem this 
Security without premium or penalty, in whole (but not in part), at a 
Redemption Price equal to 100% of the principal amount thereof plus 
any accrued and unpaid interest thereon, to the Redemption Date.  A 
Special Event may be a Tax Event or an Investment Company Act 
Event.  
		"Tax Event" means the receipt by the Guarantor or 
the Company of an opinion of independent  counsel (which may be 
counsel to the Guarantor or its Affiliates) experienced in such matters 
to the effect that there has been (a) any amendment to, or change 
(including any announced prospective change) in, the laws (or any 
regulations thereunder) of any supranational federation to which the 
United Kingdom belongs or the jurisdiction (or any political 
subdivision or taxing authority thereof or therein) in which the 
Company or the Guarantor is incorporated or created, as applicable, 
or in which the Company or the Guarantor is managed and controlled 
or has a place of business (each, a "Taxing Jurisdiction"), (b) any 
official administrative pronouncement or judicial decision 
interpreting, clarifying or applying such laws or regulations  or (c) a 
threatened challenge asserted by a government or taxing authority 
with respect to the Guarantor or any of its subsidiaries, or a 
threatened challenge asserted in writing by a government or taxing 
authority against any other taxpayer that has raised capital through 
the issuance of securities that are substantially similar to the 
Securities of this series or the Trust Securities related to the 
Securities of this series, which amendment or change is effective or 
which pronouncement  clarification, challenge or decision is 
announced on or after June __, 1998, and that results in their being 
more than an insubstantial risk that (i) the Company is, or will be 
within 90 days of the date thereof , subject to income tax within a 
Taxing Jurisdiction (other than the United Kingdom corporation 
income tax) with respect to interest received or accrued on the 
Intercompany Notes with respect to the Securities of this series, (ii) 
the Company is, or will be within 90 days of the date thereof, subject 
to more than a de minimis amount of other tax, duties or other 
governmental charges, (iii) interest payable by the Company on the 
Securities of this series is not, or within 90 days of the date thereof 
will not be, deductible, in whole or in part for (as appropriate) United 
States Federal or United Kingdom corporation income tax purposes, 
as they accrue by the Company or by a member of any tax group to 
which the Guarantor belongs or (iv) interest payable with respect to 
the Intercompany Notes with respect to the Securities of this series 
by the Guarantor or its Affiliates is not, or within 90 days of the date 
thereof will not be, deductible, in whole or in part, for (as 
appropriate) United States Federal or United Kingdom corporation 
income tax purposes, as it accrues by one of (as appropriate) the 
Guarantor, its shareholders or a member of any tax group to which 
the Guarantor belongs.  "Investment Company Act Event" shall mean 
that the Guarantor or the Company shall have received an opinion of 
independent counsel (which may be counsel to the Guarantor or its 
Affiliates) experienced in such matters to the effect that, as a result of 
the occurrence of a change in law or regulation or a change in 
interpretation or application of law or regulation by any legislative 
body, court, governmental agency or regulatory authority (an 
"Investment Company Act Change"), there is more than an 
insubstantial risk that the Guarantor or the Company is or will be  
considered an "investment company" that is required to be registered 
under the Investment Company Act of 1940, as amended, which 
Investment Company Act Change becomes effective on or after June 
__, 1998.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the 
date fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities for redemption will be made by the 
Trustee in any manner the Trustee deems fair and appropriate and 
that complies with applicable legal and securities exchange 
requirements.
Unless the Company defaults in payment of the 
redemption price, from and after the redemption date, the Securities 
of this series or portions thereof called for redemption will cease to 
bear interest, and the Holders thereof will have no right in respect to 
such Securities of this series except the right to receive the 
redemption price thereof.
In the event of redemption of this security in part only, 
a new Security or Securities of this series and of like tenor for the 
unredeemed portion hereof will be issued in the name of the Holder 
hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of 
this series may be declared due and payable in the manner and with 
the effect provided in the Indenture.  At any time after such 
declaration of acceleration with respect to Securities of any series has 
been made, but before a judgment or decree for payment of money 
has been obtained by the Trustee as provided in the Indenture, if all 
Events of Default with respect to Securities of this series have been 
cured or waived (other than the nonpayment of principal of the 
Securities which has become due solely by reason of such declaration 
of acceleration) then such declaration of acceleration and its 
consequences shall be automatically annulled and rescinded.
The Securities of this series are subject to redemption 
in whole but not in part upon not less than 30 nor more than 60 days' 
notice given as provided in the Indenture, at a price equal to the 
outstanding principal amount thereof, together with Additional 
Amounts, if any, and accrued and unpaid interest thereon, if any, to 
the Redemption Date if (a) the Company or the Guarantor satisfies 
the Trustee prior to the giving of such notice that it has or will 
become obligated to pay Additional Amounts with respect to the 
Securities of this series or the Guarantee as a result of either (i) any 
change in, or amendment to, the laws or regulations of a Taxing 
Jurisdiction or any political subdivision or any authority or agency 
thereof or therein having power to tax or levy duties, or any change 
in the application or interpretation of such laws or regulations, which 
change or amendment becomes effective on or after June __, 1998 or 
(ii) the issuance of Definitive Registered Series A Debentures as a 
result of (A) DTC having notified the Company and the Book-Entry 
Depositary that it was unwilling or unable to continue to hold the 
Book-Entry Interests or at any time ceasing to be a "clearing agency" 
registered as such under the Securities Exchange Act of 1934 and, in 
either case, a successor has not been appointed by the Company 
within 120 days; (B) the Book-Entry Depositary for the securities of 
this series having notified the Company that it was unwilling or 
unable to continue as Book-Entry Depositary with respect to a 
Global Security of this series and no successor Book-Entry 
Depositary has been appointed by the Company within 120 days or 
(C) any Event of Default with respect to the Securities of this series 
having occurred and is continuing and a Holder has made an Optional 
Definitive Security Request and (b) such obligation cannot be avoided 
by the Company or the Guarantor taking reasonable measures 
available to it, subject, as provided in the Indenture, to the delivery by 
the Company or the Guarantor of an Officers' Certificate stating that 
such obligation to pay Additional Amounts cannot be avoided by the 
Company or the Guarantor taking reasonable measures available to it.
The Indenture permits, with certain exceptions as 
therein provided, the amendment thereof and the modification of the 
Indenture or any supplemental indenture or the rights and obligations 
of the Company and the rights of the Holders of the Securities of 
each series to be affected under the Indenture at any time by the 
Company and the Trustee with the consent of the Holders of a 
majority in aggregate principal amount of the Securities at the time 
Outstanding of all series to be affected (voting as a class).  The 
Indenture also contains provisions permitting the Holders of specified 
percentages in principal amount of the securities of each series at the 
time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions 
of the Indenture and certain past defaults under the Indenture and 
their consequences.  Any such consent or waiver by the Holder of this 
Security shall be conclusive and binding upon such Holder and upon 
all future Holders of this Security and of any Security issued upon the 
registration of transfer hereof or in exchange herefor or in lieu hereof, 
whether or not notation of such consent or waiver is made upon this 
Security.
No reference herein to the Indenture and no provision 
of this Security or of the Indenture shall alter or impair the obligation 
of the Company, which is absolute and unconditional, to pay the 
principal of, premium, if any, and interest, if any, on this Security and 
all payments made pursuant to the Guarantee of the Security at the 
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain 
limitations therein set forth, the transfer of this Security is registrable 
in the Security Register, upon surrender of this Security for 
registration of transfer at the office or agency of the Company in any 
place where the principal of, premium, if any, and interest, if any, on 
this Security are payable, duly endorsed by, or accompanied by a 
written instrument of transfer in form satisfactory to the Company 
and the Security Registrar duly executed by the Holder hereof or his 
attorney duly authorized in writing, and thereupon one or more new 
Securities of this series and of like tenor, of authorized denominations 
and for the same aggregate principal amount, will be issued to the 
designated transferee or transferees.
The Securities of this series are issuable only in 
registered form without coupons in denominations of $25 and any 
integral multiple thereof.  As provided in the Indenture and subject to 
certain limitations therein set forth, Securities of this series are 
exchangeable for a like aggregate principal amount of Securities of 
this series and of like tenor of a different authorized denomination, as 
requested by the Holder surrendering the same.
No service charge shall be made for any such 
registration of transfer or exchange, but the Company may require 
payment of a sum sufficient to cover any tax or other governmental 
charge payable in connection therewith.
Prior to due presentment of this Security for 
registration of transfer, the Company, the Trustee and any agent of 
the Company or the Trustee may treat the Person in whose name this 
Security is registered as the owner hereof for all purposes, whether or 
not this Security be overdue, and neither the Company, the Trustee 
nor any such agent shall be affected by notice to the contrary.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or 
any other capacity, may become the owner or pledge of Securities of 
this series and may otherwise deal with the Company, its Subsidiaries 
or their respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, 
incorporator or Affiliate of the Company shall have any liability for 
any obligation of the Company under the Securities of this series or 
the Indenture or for any claim based on, in respect of or by reason of, 
such obligations or their creation.  Each Holder of the Securities of 
this series by accepting a Security of this series waives and releases all 
such liability.  The waiver and release are part of the consideration for 
the issuance of the Securities of this series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this 
Security.
Customary abbreviations may be used in the name of a 
Holder of a Securities of this series or an assignee, such as: TEN 
COM (= tenants in common), TEN ENT (= tenants by the entireties), 
JT TEN (= joint tenants with right of survivorship and not as tenants 
in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to 
Minors Act).
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the 
Company will cause CUSIP numbers to be printed on the Securities 
of this series as a convenience to the Holders of the Securities of this 
series.  No representation is made as to the accuracy of such numbers 
as printed on the Securities of this series and reliance may be placed 
only on the other identification numbers printed hereon.
THIS SECURITY SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS 
OF THE STATE OF NEW YORK.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.


GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a company duly incorporated and existing under 
the laws of England and Wales (the "Guarantor", which term includes 
any successor Person under the Indenture referred to in the Security 
on which this notation is endorsed), hereby fully and unconditionally 
guarantees to the Holder of the accompanying Security issued by 
Yorkshire Power Finance Limited (the "Company"), pursuant to the 
terms of the Guarantee contained in Article XV of the Indenture, the 
due and punctual payment of the principal of and premium, if any, 
and interest on this Security, when and as the same shall become due 
and payable, whether at the Stated Maturity, by declaration of 
acceleration, call for redemption or otherwise, in accordance with the 
terms of this Security and the Indenture.  In case of the failure of the 
Company punctually to pay any such principal, premium, if any, or 
interest, the Guarantor hereby agrees to cause any such payment to 
be made punctually when and as the same shall become due and 
payable as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the 
Indenture are expressly set forth in Article XV of the Indenture, and 
reference is hereby made to such Article and Indenture for the precise 
terms of the Guarantee.
All payments in respect of this Guarantee are, to the 
extent provided in the Indenture, subordinate and subject in right of 
payment to the prior payment in full of all Senior Debt (as defined in 
the Indenture) of the Guarantor, and this Guarantee is issued subject 
to the provisions of the Indenture with respect thereto.  Each holder 
of this Security, by accepting the same, (a) agrees to and shall be 
bound by such provisions, (b) authorizes and directs the Trustee on 
his behalf to take such action as may be necessary or appropriate to 
effectuate the subordination so provided, and (c) appoints the Trustee 
his attorney-in-fact for any and all such purposes.  Each holder 
hereof, by his acceptance hereof, waives any notice of the acceptance 
of the subordination provisions in respect of this Guarantee contained 
herein and in the Indenture by each holder of the Senior Debt of the 
Guarantor, whether now outstanding or hereafter incurred, and 
waives reliance by each such holder upon said provisions.
THIS GUARANTEE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE STATE OF NEW YORK.

The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon 
which this notation of the Guarantee is endorsed shall have been 
executed by the Trustee under the Indenture by the manual signature 
of one of its authorized officers.
YORKSHIRE POWER 
GROUP LIMITED


By:______________________
_________________
      Authorized Signatory

SCHEDULE OF ADJUSTMENTS


	The initial aggregate principal amount of Securities evidenced 
by this Certificate to which this Schedule is attached is $___,000,000.  
The notations on the following table evidence decreases and increases 
in the aggregate principal amount of Securities evidenced by such 
Certificate.




Date of Adjustment
Decrease in Aggregate Principal Amount of Securities
Increase in Aggregate Principal Amount of Securities
Aggregate Principal Amount of Securities Remaining
 After Such Decrease or Increase
Notation by Security Registrar


? Reference is made to Schedule A attached hereto with respect to 
decreases and increases in the aggregate principal amount of Securities
evidenced by this Certificate.
? Reference is made to Schedule A attached hereto with respect to 
decreases and increases in the aggregate principal amount of Securities
evidenced by this Certificate.
2035

-continued from the preceding page
continued on the following page-
8 179628
A - 17
179628.5
A - 1
179628.5
B - 20
179628.5
B - 1
179628.5

EXHIBIT 4.5

AMENDED AND RESTATED TRUST AGREEMENT

THIS AMENDED AND RESTATED TRUST 
AGREEMENT is made as of June 1, 1998, by and among (i) AEP 
Resources, Inc., an Ohio company (the "Depositor"), (ii) Yorkshire 
Cayman Holding Limited, a private company with limited liability 
incorporated under the laws of the Cayman Islands ("Yorkshire Cayman"), 
as holder of the Control Certificate (as herein defined) (the "Control 
Party"), (iii) The Bank of New York, a banking corporation duly 
organized and existing under the laws of New York, as trustee (the 
"Property Trustee" and, in its separate corporate capacity and not in its 
capacity as Property Trustee, the "Bank"), (iv) The Bank of New York 
(Delaware), a banking corporation duly organized under the laws of 
Delaware, as Delaware trustee (the "Delaware Trustee" and, in its 
separate corporate capacity and not in its capacity as Delaware Trustee, 
the "Delaware Bank"), (v) Jeffrey D. Cross, an individual, Stephan T. 
Haynes, an individual, Brian P. Jackson, an individual, and Teresa S. 
Madden, an individual, as administrative trustees (each an "Administrative 
Trustee" and together the "Administrative Trustees") (the Property 
Trustee, the Delaware Trustee and the Administrative Trustees referred to 
collectively as the "Trustees"), and (vi) the several Holders, as hereinafter 
defined.
WITNESSETH:
WHEREAS, the Depositor, Stephan T. Haynes, as initial 
Administrative Trustee, the Property Trustee and the Delaware Trustee 
have heretofore duly declared and established a business trust, to be 
known as Yorkshire Capital Trust I (the "Trust"), pursuant to the 
Delaware Business Trust Act ( as defined herein) by the entering into of 
that certain Trust Agreement, dated as of February 1, 1998 (the "Original 
Trust Agreement"), and by the execution and filing by the Delaware 
Trustee with the Secretary of State of the State of Delaware of the 
Certificate of Trust, dated February 4, 1998; and
WHEREAS, pursuant to the terms of the Original Trust 
Agreement, subsequent to the establishment of the Trust, (i) the Trust 
established and issued to the Depositor a control certificate which 
bestowed to the holder thereof certain administrative and appointment 
powers in the Trust (the "Control Certificate"); (ii) the Depositor 
transferred the Control Certificate to Yorkshire Power Group Limited, a 
private company with limited liability incorporated under the laws of 
England and Wales ("Yorkshire Group"); and (iii) Yorkshire Group, in 
turn, transferred the Control Certificate to the Control Party; and
WHEREAS, the parties hereto desire to amend and 
restate the Original Trust Agreement in its entirety as set forth herein to 
provide for, among other things, (i) the addition of Jeffrey D. Cross, Brian 
P. Jackson, and Teresa S. Madden as administrative trustees of the Trust, 
(ii) the acquisition by the Trust of all of the right, title and interest in 
theJunior Subordinated Debentures (as defined herein) issued by Yorkshire 
Power Finance Limited, a private company with limited liability 
incorporated under the laws of the Cayman Islands ("Yorkshire Finance"), 
and (iii) the issuance and sale of the Trust Securities (as defined herein) by 
the Trust pursuant to the Underwriting Agreement.
NOW, THEREFORE, in consideration of the agreements 
and obligations set forth herein and for other good and valuable 
consideration, the sufficiency of which is hereby acknowledged, each 
party, for the benefit of the other parties and for the benefit of the 
Securityholders, hereby amends and restates the Original Trust Agreement 
in its entirety and agrees as follows:
ARTICLE I	

Defined Terms
Section 1.01  	Definitions.  For all purposes of this Trust 
Agreement, except as otherwise expressly provided or unless the context 
otherwise requires:
(a)  	the terms defined in this Article have the meanings 
assigned to them in this Article and include the plural as well as the 
singular;
(b)  	all other terms used herein that are defined in the 
Trust Indenture Act, either directly or by reference therein, have the 
meanings assigned to them therein;
(c)  	unless the context otherwise requires, any reference 
to an "Article" or a "Section" refers to an Article or a Section, as the case 
may be, of this Trust Agreement; and
(d)  	the words "herein," "hereof" and "hereunder" and 
other words of similar import refer to this Trust Agreement as a whole 
and not to any particular Article, Section or other subdivision.
"Act" has the meaning specified in Section 7.08.
"Additional Sums" means, with respect to Trust Securities 
of a given Liquidation Amount and/or a given period, an amount equal to 
Additional Amounts and Additional Interest (each as defined in the 
Subordinated Indenture) paid by Yorkshire Finance on a Like Amount of 
Junior Subordinated Debentures for such period.
"Administrative Trustee" means each of the individuals 
identified as an "Administrative Trustee" in the preamble to this Trust 
Agreement solely in their capacities as Administrative Trustees of the 
Trust and not in their individual capacities, or such trustee's successor(s) 
in interest in such capacity, or any successor "Administrative Trustee" 
appointed as herein provided.
"Affiliate" of any specified Person means any other Person 
directly or indirectly controlling or controlled by or under direct or 
indirect common control with such specified Person.  For the purposes of 
this definition, "control" when used with respect to any specified Person 
means the power to direct the management and policies of such Person, 
directly or indirectly, whether through the ownership of voting securities, 
by contract or otherwise; and the terms "controlling" and "controlled" 
have meanings correlative to the foregoing.
"Bank" has the meaning specified in the preamble to this 
Trust Agreement.
"Bankruptcy Event" means, with respect to any Person:
(i)  	the entry of a decree or order by a court having 
jurisdiction in the premises judging such Person a bankrupt or 
insolvent, or approving as properly filed a petition seeking 
reorganization, arrangement, adjudication or composition of or in 
respect of such Person under federal bankruptcy law or any other 
applicable federal or state law, or appointing a receiver, liquidator, 
assignee, trustee, sequestrator or other similar official of such 
Person or of any substantial part of its property, or ordering the 
winding up or liquidation of its affairs, and the continuance of such 
decree or order unstayed and in effect for a period of 60 
consecutive days; or
(ii)  	the institution by such Person of proceedings to be 
adjudicated a bankrupt or insolvent, or the consent by it to the 
institution of bankruptcy or insolvency proceedings against it, or 
the filing by it of a petition or answer or consent seeking 
reorganization or relief under federal bankruptcy law or any other 
applicable federal or state law, or the consent by it to the filing of 
such petition or to the appointment of a receiver, liquidator, 
assignee, trustee, sequestrator or similar official of such Person or 
of any substantial part of its property, or the making by it of an 
assignment for the benefit of creditors, or the admission by it in 
writing of its inability to pay its debts generally as they become 
due, or the taking of action by such Person in furtherance of any 
such action.
"Bankruptcy Laws" has the meaning specified in Section 
11.09.
"Board Resolution" means, with respect to any Person 
(who is not an individual), a copy of a resolution certified by a Director or 
the Secretary or an Assistant Secretary of such Person to have been duly 
adopted by such Person's Board of Directors or a duly authorized 
committee thereof and to be in full force and effect on the date of such 
certification, and delivered to the Trustees.
"Book-Entry Trust Securities Certificates" means 
certificates representing Trust Securities issued in global, fully registered 
form to the Clearing Agency (or its nominee) as provided in Section 5.10.
"Business Day" means a day other than (i) a Saturday or a 
Sunday, (ii) a day on which banking institutions in The City of New York 
are authorized or required by law or executive order to remain closed or 
(iii) a day on which the Corporate Trust Office or the Indenture Trustee's 
principal corporate trust office is closed for business. 
"Certificate Depository Agreement" means the agreement 
among the Trust, the Property Trustee and The Depository Trust 
Company, as the initial Clearing Agency, dated June 9, 1998, relating to 
the Book-Entry Trust Securities Certificates, as the same may be amended 
and supplemented from time to time.
"Clearing Agency" means an organization registered as a 
"clearing agency" pursuant to Section 17A of the Exchange Act.  The 
Depository Trust Company will be the initial Clearing Agency.
"Clearing Agency Participant" means a broker, dealer, 
bank, other financial institution or other Person for whom from time to 
time a Clearing Agency effects book-entry transfers and pledges of 
securities deposited with the Clearing Agency.
"Code" means the Internal Revenue Code of 1986, as 
amended.
"Commission" means the Securities and Exchange 
Commission, as from time to time constituted, created under the 
Exchange Act, or, if at any time after the execution of this instrument such 
Commission is not existing and performing the duties now assigned to it 
under the Trust Indenture Act, then the body performing such duties at 
such time.
"Control Certificate" has the meaning specified in the 
preamble to this Trust Agreement and a form of which is attached hereto 
as Exhibit A.
"Control Party" means the holder from time to time of the 
Control Certificate, which shall be a direct or indirect wholly owned 
subsidiary of Yorkshire Group (or successor thereto as permitted pursuant 
to the Subordinated Indenture) that is not resident in the United Kingdom 
for purposes of United Kingdom taxation.  As of the date of this Trust 
Agreement, the Control Party is Yorkshire Cayman.
"Corporate Trust Office" means the office of the Property 
Trustee at which its corporate trust business shall be principally 
administered.
"Debentures Guarantee" means the guarantee of Yorkshire 
Group of the Junior Subordinated Debentures pursuant to Article XV of 
the Subordinated Indenture and Section 2.05 of the Supplemental 
Indenture.
"Definitive Trust Securities Certificates" means Trust 
Securities Certificates issued in certificated, fully registered form as 
provided in Section 5.12.
"Delaware Bank" has the meaning specified in the preamble 
to this Trust Agreement.
"Delaware Business Trust Act" means Chapter 38 of Title 
12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be 
amended from time to time.
"Delaware Trustee" means the commercial bank or trust 
company or any other Person identified as the "Delaware Trustee" and has 
the meaning specified in the preamble to this Trust Agreement solely in its 
capacity as Delaware Trustee of the Trust and not in its individual 
capacity, or its successor in interest in such capacity, or any successor 
Delaware Trustee appointed as herein provided.
"Depositor" means AEP Resources, Inc., an Ohio 
corporation, in its capacity as "Depositor" under this Trust Agreement, its 
successors and assigns.
"Distribution Date" has the meaning specified in Section 
4.01(a).
"Distributions" means amounts payable in respect of the 
Trust Securities as provided in Section 4.01.
"Event of Default" means any one of the following events 
(whatever the reason for such Event of Default and whether it shall be 
voluntary or involuntary or be effected by operation of law or pursuant to 
any judgment, decree or order of any court or any order, rule or 
regulation of any administrative or governmental body):
(i)  	the occurrence of an Indenture Event of Default; or
(ii)  	default by the Trust in the payment of any 
Distribution when it becomes due and payable (subject to an 
Extension Period) and the continuation of such default for a period 
of 60 days; or
(iii)  	default by the Trust in the payment of any 
Redemption Price of any Trust Security when it becomes due and 
payable; or
(iv)  	default in the performance, or breach, of any 
covenant or warranty of the Trustees in this Trust Agreement 
(other than a covenant or warranty a default in the performance of 
which is covered by clause (ii) or (iii) above), and continuation of 
such default or breach for a period of 60 days after there has been 
given, by registered or certified mail, to the Trustees by the 
Holders of at least 33% in aggregate Liquidation Amount of the 
Outstanding Trust Securities a written notice specifying such 
default or breach and requiring it to be remedied and stating that 
such notice is a "Notice of Default" hereunder; or
(v)  	the occurrence of a Bankruptcy Event with respect 
to the Trust.
"Exchange Act" means the Securities Exchange Act of 1934, 
as amended from time to time, or any successor legislation.
"Expense Agreement" means the Agreement as to 
Expenses and Liabilities among the US Affiliates and the Trust, 
substantially in the form attached as Exhibit B, as amended from time to 
time.
"Extension Period" has the meaning set forth in Section 
4.01(b).
"Guarantee" means the Trust Securities Guarantee Agreement 
dated as of June 1, 1998 executed and delivered by Yorkshire Group and The 
Bank of New York, as Guarantee Trustee, contemporaneously with the 
execution and delivery of this Trust Agreement, for the benefit of the Holders 
of the Trust Securities, as amended from time to time.
"Indenture Event of Default" means an "Event of Default" as 
defined in the Subordinated Indenture.
"Indenture Redemption Date" means "Redemption Date," as 
defined in the Subordinated Indenture.
"Indenture Trustee" means the trustee under the 
Subordinated Indenture.
"Investment Company Act" means the Investment 
Company Act of 1940, as amended from time to time, or any successor 
legislation.
"Issue Date" means the date of the delivery of the Trust 
Securities.
"Junior Subordinated Debentures" means $275,000,000 
aggregate principal amount of Yorkshire Finance's 8.08% Junior 
Subordinated Deferrable Interest Debentures, Series A due June 30, 2038, 
issued pursuant to the Subordinated Indenture.
"Lien" means any lien, pledge, charge, encumbrance, 
mortgage, deed of trust, adverse ownership interest, hypothecation, 
assignment, security interest or preference, priority or other security 
agreement or preferential arrangement of any kind or nature whatsoever.
"Like Amount" means (i) with respect to a repayment or 
redemption of Trust Securities, Trust Securities having a Liquidation 
Amount equal to that portion of the principal amount of Junior 
Subordinated Debentures to be contemporaneously repaid or redeemed in 
accordance with the Subordinated Indenture and the proceeds of which 
will be used to pay the Redemption Price of such Trust Securities and (ii) 
with respect to a distribution of Junior Subordinated Debentures to 
Holders of the Trust Securities in connection with a dissolution and 
liquidation of the Trust or a payment of any Additional Sums on Trust 
Securities, Junior Subordinated Debentures having a principal amount 
equal to the Liquidation Amount of the Trust Securities of the Holder to 
whom such Junior Subordinated Debentures are distributed or such 
payment is being made.
"Liquidation Amount" means the stated amount of $25 per 
Trust Security.
"Liquidation Date" means the date on which Junior 
Subordinated Debentures are to be distributed to Holders of Trust 
Securities in connection with a dissolution and liquidation of the Trust 
pursuant to Section 10.04.
"Liquidation Distribution" has the meaning specified in 
Section 10.05.
"Officers' Certificate" means, with respect to any Person 
(who is not an individual), a certificate signed by the Chairman of the 
Board, a Vice Chairman of the Board, a Director, the President or a Vice 
President, and by the Treasurer, an Assistant Treasurer, the Secretary or 
an Assistant Secretary, of such Person, and delivered to the appropriate 
Trustee.  An Officers' Certificate delivered with respect to compliance 
with a condition or covenant provided for in this Trust Agreement shall 
include:
(a)  	a statement that each officer signing the Officers' 
Certificate has read the covenant or condition and the definitions relating 
thereto;
(b)  	a brief statement of the nature and scope of the 
examination or investigation undertaken by each officer in 
rendering the Officers' Certificate;
(c)  	a statement that each such officer has made such 
examination or investigation as is necessary, in such officer's 
opinion, to express an informed opinion as to whether or not such 
covenant or condition has been complied with; and
(d)  	a statement as to whether, in the opinion of each 
such officer, such condition or covenant has been complied with.
"Opinion of Counsel" means a written opinion of 
independent counsel experienced in the matters to be opined on, who may 
be counsel for the Trust, the Property Trustee, the Delaware Trustee, the 
Control Party or Yorkshire Finance, but not an employee of any thereof, 
who shall be reasonably acceptable to the Property Trustee.  Any Opinion 
of Counsel pertaining to United States federal income tax matters may rely 
on published rulings of the Internal Revenue Service.
"Original Trust Agreement" has the meaning specified in 
the recitals to this Trust Agreement.
"Outstanding", when used with respect to Trust Securities, 
means, as of the date of determination, all Trust Securities theretofore 
authenticated and delivered under this Trust Agreement, except:
(i)  	Trust Securities theretofore canceled by the 
Securities Registrar or delivered to the Securities Registrar for 
cancellation;
(ii)  	Trust Securities for whose payment or redemption 
money in the necessary amount has been theretofore deposited 
with the Property Trustee or any Paying Agent for the Holders of 
such Trust Securities; provided that if such Trust Securities are to 
be redeemed, notice of such redemption has been duly given 
pursuant to this Trust Agreement; and
(iii)  	Trust Securities in exchange for or in lieu of which 
other Trust Securities have been authenticated and delivered 
pursuant to this Trust Agreement;
provided, however, that in determining whether the Holders of the 
requisite Liquidation Amount of the Outstanding Trust Securities have 
given any request, demand, authorization, direction, notice, consent or 
waiver hereunder, Trust Securities owned by Yorkshire Group, Yorkshire 
Finance, the Control Party, the US Affiliates, any Administrative Trustee 
or any Affiliate of Yorkshire Group, Yorkshire Finance, the Control Party, 
the US Affiliates or any Administrative Trustee shall be disregarded and 
deemed not to be Outstanding, except that (a) in determining whether any 
Trustee shall be protected in relying upon any such request, demand, 
authorization, direction, notice, consent or waiver, only Trust Securities 
which such Trustee actually knows to be so owned shall be so disregarded 
and (b) the foregoing shall not apply at any time when all of the 
Outstanding Trust Securities are owned by Yorkshire Group, Yorkshire 
Finance, the Control Party, the US Affiliates, one or more Administrative 
Trustees and/or any such Affiliate.  Trust Securities so owned which have 
been pledged in good faith may be regarded as Outstanding if the pledgee 
establishes to the satisfaction of the Administrative Trustees the pledgee's 
right so to act as pledgee with respect to such Trust Securities and that 
the pledgee is not Yorkshire Group, Yorkshire Finance, the Control Party, 
a US Affiliate, or any Affiliate of Yorkshire Group, Yorkshire Finance, the 
Control Party or a US Affiliate.
"Owner" means each Person who is the beneficial owner of 
a Book-Entry Trust Securities Certificate as reflected in the records of the 
Clearing Agency or, if a Clearing Agency Participant is not the Owner, 
then as reflected in the records of a Person maintaining an account with 
such Clearing Agency (directly or indirectly, in accordance with the rules 
of such Clearing Agency).
"Paying Agent" means any paying agent or co-paying agent 
appointed pursuant to Section 5.09 and shall initially be the Property 
Trustee.
"Payment Account" means a segregated non-interest-
bearing corporate trust account maintained by the Property Trustee with 
the Bank in its trust department for the benefit of the Securityholders in 
which all amounts paid in respect of the Junior Subordinated Debentures 
will be held and from which the Property Trustee shall make payments to 
the Securityholders in accordance with Sections 4.01 and 4.02.
"Person" means an individual, corporation, partnership, 
joint venture, trust, limited liability company or corporation, 
unincorporated organization or government or any agency or political 
subdivision thereof, or any other entity of whatever nature.
"Property Trustee" means the commercial bank or trust 
company identified as the "Property Trustee" in the preamble to this Trust 
Agreement solely in its capacity as Property Trustee or as Paying Agent 
and not in its individual capacity, or its successor in interest in such 
capacity, or any successor "Property Trustee" as herein provided.
"Redemption Date" means, with respect to any Trust 
Security to be redeemed, the date fixed for such redemption by or 
pursuant to this Trust Agreement; provided that each Indenture 
Redemption Date shall be a Redemption Date for a Like Amount of Trust 
Securities.
"Redemption Price" means, with respect to any 
Redemption Date of any Trust Security, the Liquidation Amount of such 
Trust Security, plus accumulated and unpaid Distributions to such 
Redemption Date.
"Relevant Trustee" has the meaning specified in Section 
9.10.
"Responsible Officer" means, with respect to the Property 
Trustee, any managing director, any vice president, any assistant vice 
president, any assistant secretary, any assistant treasurer, or any other 
officer of the Corporate Trust and Agency group of the Property Trustee 
customarily performing functions similar to those performed by any of the 
above designated officers and also means, with respect to a particular 
corporate trust matter, any other officer to whom such matter is referred 
because of that officer's knowledge of and familiarity with the particular 
subject.
"Securities Act" means the Securities Act of 1933, as 
amended from time to time, or any successor legislation.
"Securities Register" and "Securities Registrar" are 
described in Section 5.04.
"Securityholder" or "Holder" means a Person in whose 
name a Trust Security or Securities is registered in the Securities Register; 
any such Person is a beneficial owner within the meaning of the Delaware 
Business Trust Act.
"Subordinated Indenture" means the Subordinated 
Debenture Indenture, dated as of June 1, 1998, among Yorkshire Finance, 
Yorkshire Group, the Indenture Trustee and Banque Generale du 
Luxembourg S.A., as paying agent and transfer agent (the "Debenture 
Paying Agent"), as supplemented by the Supplemental Indenture.
"Supplemental Indenture" means the First Supplemental 
Indenture, dated as of June 1, 1998, by and among Yorkshire Finance, 
Yorkshire Group, the Indenture Trustee and the Debenture Paying Agent.
"Trust" means the Delaware business trust continued 
hereby and identified on the cover page to this Trust Agreement.
"Trust Agreement" means this Amended and Restated 
Trust Agreement, as the same may be modified, amended or supplemented 
in accordance with the applicable provisions hereof, including all exhibits 
hereto, including, for all purposes of this Amended and Restated Trust 
Agreement and any modification, amendment or supplement, the 
provisions of the Trust Indenture Act that are deemed to be a part of and 
govern this Amended and Restated Trust Agreement and any such 
modification, amendment or supplement, respectively.
"Trust Indenture Act" means the Trust Indenture Act of 
1939 as in force at the date as of which this instrument was executed; 
provided, however, that in the event the Trust Indenture Act of 1939 is 
amended after such date, "Trust Indenture Act" means, to the extent 
required by any such amendment, the Trust Indenture Act of 1939 as so 
amended.
"Trust Property" means (i) the Junior Subordinated 
Debentures, (ii) any cash on deposit in, or owing to, the Payment 
Account, and (iii) all proceeds and rights in respect of the foregoing for 
the time being held or deemed to be held by the Property Trustee pursuant 
to this Trust Agreement.
"Trust Security" means a vested, undivided and concurrent 
beneficial ownership interest in the underlying income and assets of the 
Trust having a Liquidation Amount of $25 and having rights provided 
therefor in this Trust Agreement, including the right to receive 
Distributions and a Liquidation Distribution as provided herein.
"Trust Securities Certificate" means a certificate evidencing 
ownership of a Trust Security or Securities, either as Book-Entry Trust 
Securities Certificates or Definitive Trust Securities Certificates, 
substantially in the form attached as Exhibit C.
"Trustees" means the Persons identified as "Trustees" in 
the preamble to this Trust Agreement solely in their capacities as trustees 
and not in their individual capacities, or their successor in interest in such 
capacity, or any successor trustee appointed as herein provided.
"Underwriting Agreement" means the Underwriting 
Agreement, dated June 3, 1998, relating to the Trust Securities, among 
Yorkshire Group, Yorkshire Finance, the Trust and the Underwriters 
named therein.
"US Affiliates" means AEP Resources, Inc., an Ohio 
corporation, and New Century International, Inc., a Delaware 
corporation, and their successors and assigns.
ARTICLE II	

Establishment of the Trust
Section 2.01  	Name.  The Trust continued hereby shall be 
known as "Yorkshire Capital Trust I", in which name the Trustees may 
conduct the business of the Trust, make and execute contracts and other 
instruments on behalf of the Trust and sue and be sued.  The 
Administrative Trustees may change the name of the Trust from time to 
time following written notice to the Holders and the other Trustees.
Section 2.02  	Offices of the Trustees; Principal Place of 
Business.  The address of the Property Trustee is 101 Barclay Street, New 
York, New York 10286, or at such other address as the Property Trustee 
may designate by written notice to the Securityholders, Yorkshire Group 
and Yorkshire Finance.  The principal place of business of the Delaware 
Trustee is White Clay Center, Route 273, Newark, Delaware 19711, or at 
such other address in Delaware as the Delaware Trustee may designate by 
notice to Yorkshire Group and Yorkshire Finance.  The address of the 
Administrative Trustees is c/o American Electric Power Service 
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215.  The principal 
place of business of the Trust is c/o American Electric Power Service 
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215.  The Depositor 
may change the principal place of business of the Trust at any time by 
giving notice thereof to the Trustees.
Section 2.03  	Initial Contribution of Trust Property; 
Organizational Expenses.  The Delaware Trustee acknowledges receipt in 
trust from the Depositor in connection with the Original Trust Agreement 
of the sum of $10, which constituted the initial Trust Property.  Pursuant 
to the Expense Agreement, the US Affiliates shall pay organizational 
expenses of the Trust as they arise or shall, upon request of the Trustees, 
promptly reimburse the Trustees for any such expenses paid by the 
Trustees.  The US Affiliates shall make no claim upon the Trust Property 
for the payment of such expenses.
Section 2.04  	Issuance of the Trust Securities.  
Contemporaneously with the execution and delivery of this Trust 
Agreement, at least one Administrative Trustee, on behalf of the Trust, 
shall execute, in accordance with Section 5.02, and cause to be 
authenticated pursuant to Section 5.03 and delivered in accordance with 
the Underwriting Agreement, Book-Entry Trust Securities Certificates, 
registered in the name of the nominee of the initial Clearing Agency, in an 
aggregate amount of 11,000,000 Trust Securities having an aggregate 
Liquidation Amount of $275,000,000, against receipt of the aggregate 
purchase price of such Trust Securities of $275,000,000, which amount 
shall be delivered to the Property Trustee.
Section 2.05  	Subscription and Purchase of Junior 
Subordinated Debentures.  Contemporaneously with the execution and 
delivery of this Trust Agreement, the Administrative Trustees, on behalf 
of the Trust, shall subscribe to and purchase the Junior Subordinated 
Debentures, to be held by or on behalf of the Property Trustee, from 
Yorkshire Finance on behalf of the Trust and the Holders, and having an 
aggregate principal amount equal to $275,000,000, and, in satisfaction of 
the purchase price for such Junior Subordinated Debentures, the Property 
Trustee, on behalf of the Trust, shall deliver to Yorkshire Finance the sum 
of $275,000,000.
Section 2.06  	Declaration of Trust.  The exclusive 
purposes and functions of the Trust are (i) to issue and sell the Trust 
Securities and use the proceeds from such sale to acquire the Junior 
Subordinated Debentures, and (ii) to engage in only those other activities 
necessary, incidental, appropriate or convenient thereto.  The Control 
Party hereby appoints each of the Bank, the Delaware Bank, Jeffrey D. 
Cross, Stephan T. Haynes, Brian P. Jackson and Teresa S. Madden as 
trustees of the Trust, to have all the rights, powers and duties to the extent 
set forth herein.  The Property Trustee hereby declares that it will hold the 
Trust Property in trust upon and subject to the conditions set forth herein 
for the benefit of the Securityholders.  The Trustees shall have all rights, 
powers and duties set forth herein and in accordance with applicable law 
with respect to accomplishing the purposes of the Trust.  The Delaware 
Trustee shall not be entitled to exercise any powers, nor shall the 
Delaware Trustee have any of the duties and responsibilities, of the 
Property Trustee or the Administrative Trustees set forth herein.  The 
Delaware Trustee shall be one of the Trustees for the sole and limited 
purpose of fulfilling the requirements of the Delaware Business Trust Act.
Section 2.07  	Authorization to Enter into Certain 
Transactions.  The Trustees shall conduct the affairs of the Trust in 
accordance with the terms of this Trust Agreement.  Subject to the 
limitations set forth in paragraph C of this Section and Article IX, and in 
accordance with the following paragraphs A and B, the Trustees shall 
have the authority to enter into all transactions and agreements determined 
by the Trustees to be appropriate in exercising the authority, express (in 
the case of the Property Trustee) or implied, otherwise granted to the 
Trustees under this Trust Agreement, and to perform all acts in 
furtherance thereof, including, without limitation, the following:
A.  	As among the Trustees, the Administrative 
Trustees, acting singly or collectively, shall have the exclusive power, duty 
and authority to act on behalf of the Trust with respect to the following 
matters:
(i)  	to acquire the Junior Subordinated Debentures with 
the proceeds of the issuance and sale of the Trust Securities; 
provided, however, the Administrative Trustees shall cause legal 
title to all of the Junior Subordinated Debentures to be vested in, 
and the Junior Subordinated Debentures to be held by or on behalf 
of, the Property Trustee for the benefit of the Holders of the Trust 
Securities;
(ii)  	to give Yorkshire Group, the Control Party and the 
Property Trustee prompt written notice of the occurrence of any 
Special Event (as defined in the Supplemental Indenture) and to 
take any ministerial actions in connection therewith; provided, that 
the Administrative Trustees shall consult with Yorkshire Group, 
the Control Party and the Property Trustee before taking or 
refraining to take any ministerial action in relation to a Special 
Event;
(iii)  	to establish a record date with respect to all actions 
to be taken hereunder that require a record date be established, 
including for the purposes of Section 316(c) of the Trust Indenture 
Act and with respect to Distributions, voting rights, redemptions, 
and exchanges, and to issue relevant notices to Holders of the 
Trust Securities and the Control Party as to such actions and 
applicable record dates;
(iv)  	to bring or defend, pay, collect, compromise, 
arbitrate, resort to legal action, or otherwise adjust claims or 
demands of or against the Trust ("Legal Action"), unless pursuant 
to Section 2.07(B)(iii) the Property Trustee has the power to bring 
such Legal Action;
(v)  	to employ or otherwise engage employees and 
agents (who may be designated as officers with titles) and 
managers, contractors, advisors, and consultants and pay 
reasonable compensation for such services;
(vi)  	to cause the Trust to comply with the Trust's 
obligations under the Trust Indenture Act;
(vii)  	to give the certificate to the Property Trustee 
required by Section 314(a)(4) of the Trust Indenture Act;
(viii)  	to take all actions and perform such duties as may 
be required of the Administrative Trustees pursuant to the terms of 
this Trust Agreement;
(ix)  	to take all action that may be necessary or 
appropriate for the preservation and the continuation of the 
Trust's valid existence, rights, franchises and privileges as a 
statutory business trust under the laws of the State of Delaware 
and of each other jurisdiction in which such existence is necessary 
to protect the limited liability of the Holders of the Trust Securities 
or to enable the Trust to effect the purposes for which the Trust 
has been created; 
(x)  	to take all action necessary to cause all applicable 
tax returns and tax information reports that are required to be filed 
with respect to the Trust to be duly prepared and filed by the 
Administrative Trustees, on behalf of the Trust;
(xi)  	to issue and sell the Trust Securities and perform 
the Underwriting Agreement on behalf of the Trust;
(xii)  	to cause the Trust to enter into, and to execute, 
deliver and perform on behalf of the Trust, the Expense 
Agreement and the Certificate Depository Agreement and such 
other agreements as may be necessary or desirable in connection 
with the consummation hereof;
(xiii)  	to assist in the registration of the Trust Securities 
under the Securities Act and under state securities or blue sky 
laws, and the qualification of this Trust Agreement as a trust 
indenture under the Trust Indenture Act;
(xiv)  	to assist in the listing of the Trust Securities upon 
such securities exchange or exchanges or other organizations, if 
any, as shall be determined by the Depositor and, if required, the 
registration of the Trust Securities under the Exchange Act, and 
the preparation and filing of all periodic and other reports and 
other documents pursuant to the foregoing;
(xv)  	to send notices (other than notices of default) and 
other information regarding the Trust Securities and the Junior 
Subordinated Debentures to the Securityholders and the Control 
Party in accordance with this Trust Agreement;
(xvi)  	to appoint a Paying Agent (subject to Section 
5.09), any authenticating agent and the Securities Registrar in 
accordance with this Trust Agreement;
(xvii)  	to register transfers of the Trust Securities in 
accordance with this Trust Agreement;
(xviii)  	to assist in, to the extent provided in this Trust 
Agreement, the winding up of the affairs of and termination of the 
Trust and the preparation, execution and filing of the certificate of 
cancellation with the Secretary of State of the State of Delaware;
(xix)  	to take any action incidental to the foregoing as the 
Administrative Trustees may from time to time determine is 
necessary, appropriate, convenient or advisable to give effect to 
the terms of this Trust Agreement for the benefit of the 
Securityholders (without consideration of the effect of any such 
action on any particular Securityholder);
(xx)  	to prepare for filing by the Trust an application to 
the New York Stock Exchange or any other national stock 
exchange or the Nasdaq Stock Market's National Market for the 
listing upon notice of issuance of the Trust Securities; and
(xxi)  	to prepare for filing by the Trust with the 
Commission a registration statement on Form 8-A relating to the 
registration of the Trust Securities under Section 12(b) of the 
Exchange Act, including any amendments thereto.
Any expenses incurred by the Administrative Trustees 
pursuant to this Section 2.07(A) shall be paid by the US Affiliates 
pursuant to the Expense Agreement.
B.  	As among the Trustees, the Property Trustee shall 
have the exclusive power, duty and authority to act on behalf of the Trust 
with respect to the following matters:
(i)  	to engage in such ministerial activities as shall be 
necessary or appropriate to effect the redemption of the Trust 
Securities to the extent the Junior Subordinated Debentures are 
redeemed or mature;
(ii)  	upon notice of distribution issued by the 
Administrative Trustees in accordance with the terms of this Trust 
Agreement, to engage in such ministerial activities as shall be 
necessary or appropriate to effect the distribution pursuant to the 
terms of this Trust Agreement of Junior Subordinated Debentures 
to Holders of Trust Securities;
(iii)  	subject to the terms hereof, to take any legal action 
which arises out of or in connection with (a) an Event of Default 
of which a Responsible Officer of the Property Trustee has actual 
knowledge or (b) the Property Trustee's duties and obligations 
under this Trust Agreement or the Trust Indenture Act;
(iv)	to collect interest, principal and other payments 
made in respect of, and exercise all of the rights, powers and 
privileges of a holder of, the Junior Subordinated Debentures;
(v)	to distribute amounts owed to the Securityholders 
in respect of the Trust Securities in accordance with the terms of 
this Trust Agreement (but only if at such time the entity which is 
the Property Trustee is also the entity which is the Paying Agent);
(vi)	to register transfers of the Trust Securities in 
accordance with the terms of this Trust Agreement (but only if at 
such time the entity which is the Property Trustee is also the entity 
which is the Securities Registrar);
(vii)	after such an Event of Default, to take any action 
incidental to the foregoing as the Property Trustee may from time 
to time determine is necessary, appropriate, convenient or 
advisable to effect the terms of this Trust Agreement and protect 
and conserve the Trust Property for the benefit of the 
Securityholders (without consideration of the effect of any such 
action on any particular Securityholder); and
(viii)	to take all actions and perform such duties as may 
be specifically required of the Property Trustee pursuant to the 
terms of this Trust Agreement.
Any expenses incurred by the Property Trustee pursuant to 
this Section 2.07(B) shall be paid by the US Affiliates pursuant to the 
Expense Agreement.
C.  	So long as this Trust Agreement remains in effect, 
the Trust (or the Trustees acting on behalf of the Trust) shall not 
undertake any business, activities or transaction except as expressly 
provided herein or contemplated hereby.  In particular, the Trustees shall 
not (i) acquire any investments or engage in any activities not authorized 
by this Trust Agreement, (ii) sell, assign, transfer, exchange, pledge, set-
off or otherwise dispose of any of the Trust Property or interests therein, 
including to Securityholders, except as expressly provided herein, (iii) take 
any action that would (x) cause the Trust to fail or cease to qualify as a 
grantor trust for United States federal income tax purposes, (y) cause the 
Trust to be treated as a company or treated as a trust under which the 
beneficiaries are not fully entitled to the underlying income of the trust as 
it arises, in either case, for purposes of United Kingdom tax law or (z) 
cause Yorkshire Finance to be classified as an association or publicly 
traded partnership taxable as a corporation for United States federal 
income tax purposes, (iv) incur any indebtedness for borrowed money or 
issue any other debt, (v) take or consent to any action that would result in 
the placement of a Lien on any of the Trust Property, (vi) permit to be 
issued any securities other than the Trust Securities or the Control 
Certificate, or (vii) have any power to, or agree to any action by the 
Control Party that would, vary the investment (within the meaning of 
Treasury Regulation Section 301.7701-4(c)) of the Trust or of the 
Securityholders.  The Trustees shall defend against all claims and demands 
of all Persons at any time claiming any Lien on any of the Trust Property 
adverse to the interest of the Trust or the Securityholders in their capacity 
as Securityholders.
D.  	In connection with the issue and sale of the Trust 
Securities, the Control Party shall have the right and responsibility to 
assist the Trust with respect to, or effect on behalf of the Trust, the 
following (and any actions taken by the Control Party in furtherance of the 
following prior to the date of this Trust Agreement are hereby ratified and 
confirmed in all respects):
(i)  	to prepare for filing by the Trust with the 
Commission a registration statement under the Securities Act in 
relation to the Trust Securities, including any amendments thereto;
(ii)  	to determine the states in which to take appropriate 
action to qualify or register for sale all or part of the Trust 
Securities and to do any and all such acts, other than actions which 
must be taken by or on behalf of the Trust, and advise the Trustees 
of actions they must take on behalf of the Trust, and prepare for 
execution and filing any documents to be executed and filed by the 
Trust or on behalf of the Trust, as shall in all circumstances be 
necessary or advisable in order to comply with the applicable laws 
of any such States;
(iii)  	to negotiate the terms of the Underwriting 
Agreement providing for the issuance and sale of the Trust 
Securities; and
(iv)  	any other actions necessary, incidental, appropriate 
or convenient to carry out any of the foregoing activities.
Any expenses incurred by the Control Party pursuant to 
this Section 2.07(D) shall be paid by the US Affiliates pursuant to the 
Expense Agreement.
E.  	Notwithstanding anything herein to the contrary, 
the Administrative Trustees are authorized and directed to conduct the 
affairs of the Trust and to operate the Trust in such a way that (i) neither 
the Control Party, Yorkshire Finance nor the Trust will be deemed to be 
an "investment company" required to be registered under the Investment 
Company Act, (ii) the Trust will not be classified as other than a grantor 
trust for United States federal income tax purposes, (iii) the Junior 
Subordinated Debentures will be treated as indebtedness for United States 
federal income tax purposes, (iv) the Trust will not be treated as a 
company for purposes of United Kingdom tax law, (v) the Trust will be 
classified as a trust under which the beneficiaries are fully entitled to the 
underlying income of the Trust as it arises, for purposes of United 
Kingdom tax law and (vi) Yorkshire Finance will not be classified as an 
association or a publicly traded partnership taxable as a corporation for 
United States federal income tax purposes.  In this connection, the 
Control Party and the Administrative Trustees are authorized to take any 
action, not inconsistent with applicable law, the Certificate of Trust or this 
Trust Agreement, that each of the Control Party and the Administrative 
Trustees determines in their discretion to be necessary or desirable for 
such purposes, as long as such action does not materially and adversely 
affect the interests of the Holders of the Trust Securities.
Section 2.08  	Assets of Trust.  The assets of the Trust 
shall consist of the Trust Property.
Section 2.09  	Title to Trust Property. Legal title to all 
Trust Property shall be vested at all times in the Property Trustee (in its 
capacity as such) and shall be held and administered by the Property 
Trustee for the benefit of the Securityholders and the Trust in accordance 
with this Trust Agreement.  The Securityholders shall be entitled to vested 
undivided concurrent ownership interests in the underlying income and 
assets of the Trust with such interests to be represented by the Trust 
Securities.  The right, title and interest of the Property Trustee to the 
Junior Subordinated Debentures shall, to the greatest extent possible, vest 
automatically in each Person who may thereafter be appointed as Property 
Trustee in accordance with the terms hereof.  Such vesting and cessation 
of title shall be effective, to the greatest extent possible, whether or not 
any necessary conveyancing documents have been executed and delivered.
Section 2.10  	Mergers and Consolidations of the Trust.  
The Trust may not merge with or into, convert into, consolidate, 
amalgamate, or be replaced by, or convey, transfer or lease its properties 
and assets substantially as an entirety to any corporation or other Person, 
except as described below or otherwise described in this Trust Agreement.  
The Trust may, at the request of the Control Party, with the consent of the 
Administrative Trustees and without the consent of the Holders of the 
Trust Securities, merge with or into, convert into consolidate, 
amalgamate, or be replaced by or convey, transfer or lease its properties 
and assets substantially as an entirety to a trust organized as such under 
the laws of any jurisdiction; provided, that (i) such successor entity either 
(x) expressly assumes all of the obligations of the Trust with respect to the 
Trust Securities or (y) substitutes for the Trust Securities other securities 
having substantially the same terms as the Trust Securities (herein referred 
to as the "Successor Securities") so long as the Successor Securities rank 
the same as the Trust Securities rank in priority with respect to 
Distributions and payments upon liquidation, redemption and otherwise, 
(ii) such successor entity transfers to the Control Party, directly or 
indirectly, a control certificate (or similar instrument) or common 
securities relating to such successor entity, (iii) the Control Party 
expressly appoints a trustee of such successor entity possessing the same 
powers and duties as the Property Trustee as the holder, directly or 
indirectly, of the Junior Subordinated Debentures, (iv) Successor 
Securities are listed or traded, or any Successor Securities will be listed or 
traded upon notification of issuance, on any national securities exchange 
or other organization on which the Trust Securities are then listed, 
(v) such merger, conversion, consolidation, amalgamation, replacement, 
conveyance, transfer or lease does not cause the Trust Securities 
(including any Successor Securities) to be downgraded by any nationally 
recognized statistical rating organization, (vi) such merger, conversion, 
consolidation, amalgamation, replacement, conveyance, transfer or lease 
does not adversely affect the rights, preferences and privileges of the 
Holders of the Trust Securities (including any Successor Securities) in any 
material respect, (vii) such successor entity has a purpose substantially 
identical to that of the Trust, (viii) prior to such merger, conversion, 
consolidation, amalgamation, replacement, conveyance, transfer or lease, 
the Control Party has received an Opinion of Counsel to the effect that 
(A) such merger, conversion, consolidation, amalgamation, replacement, 
conveyance, transfer or lease does not adversely affect the rights, 
preferences and privileges of the Holders of the Trust Securities (including 
any Successor Securities) in any material respect, and (B) following such 
merger, consolidation, conversion, amalgamation, replacement, 
conveyance, transfer or lease, none of the Trust, the Control Party, 
Yorkshire Finance nor such successor entity will be required to register as 
an "investment company" under the Investment Company Act and 
(ix) Yorkshire Group or any permitted successor or assignee guarantees 
the obligations of such successor entity under the Successor Securities at 
least to the extent provided by the Guarantee.  Notwithstanding the 
foregoing, the Trust shall not, except with the consent of Holders of 
100% of the Liquidation Amount of the Trust Securities, consolidate, 
amalgamate, merge with or into, convert into, or be replaced by or 
convey, transfer or lease its properties and assets substantially as an 
entirety to any other entity or permit any other entity to consolidate, 
amalgamate, merge with or into, convert into, or replace it, if such 
consolidation, amalgamation, merger, conversion or replacement would 
cause (A) the Trust or the successor entity to be classified as other than a 
grantor trust for United States federal income tax purposes, (B) the Trust 
or the successor entity to be classified as a company or as a trust under 
which the beneficiaries are not fully entitled to the underlying income of 
the Trust as it arises, in either case, for purposes of United Kingdom tax 
law, (C) the Control Party, Yorkshire Finance, the Trust or the successor 
entity to be required to register as an "investment company" under the 
Investment Company Act or (D) Yorkshire Finance to be classified as an 
association or a publicly traded partnership taxable as a corporation for 
United States federal income tax purposes.
Section 2.11  	Ratification of Certain Actions.  Upon the 
execution and delivery of this Trust Agreement, the parties hereto hereby 
ratify the following actions:  (i) the issuance of the Control Certificate by 
the Trust to the Depositor, (ii) the transfer of the Control Certificate by 
the Depositor to Yorkshire Group, (iii) the transfer of the Control 
Certificate by Yorkshire Group to the Control Party and (iv) the execution 
by the Depositor of the registration statement, as amended, relating to the 
Trust Securities, and the Underwriting Agreement.
ARTICLE III	

Payment Account
Section 3.01  	Payment Account.
(a)  	On or prior to the Issue Date, the Property Trustee 
shall establish the Payment Account.  The Property Trustee and an agent 
of the Property Trustee shall have exclusive control and sole right of 
withdrawal with respect to the Payment Account for the purpose of 
making deposits in and withdrawals from the Payment Account in 
accordance with this Trust Agreement.  All monies and other property 
deposited or held from time to time in the Payment Account (which shall 
be a separate and segregated account) shall be held by the Property 
Trustee in the Payment Account for the exclusive benefit of the 
Securityholders and for distribution as herein provided, including (and 
subject to) any priority of payments provided for herein.
(b)  	The Property Trustee shall deposit in the Payment 
Account, promptly upon receipt, all payments of principal of or interest 
on, and any other payments or proceeds with respect to, the Junior 
Subordinated Debentures.  Amounts held in the Payment Account shall 
not be invested by the Property Trustee pending distribution thereof.
(c)  	Any money deposited by the Property Trustee in 
the Payment Account in trust for payment on the Trust Securities and 
remaining unclaimed for a period of two years after such payment has 
become due and payable shall be paid to the Depositor upon written 
request from the Depositor to the Property Trustee to hold as nominee for 
the relevant Securityholders.  The relevant Securityholder shall thereafter 
look only to the Depositor for payment thereof and all liability of the 
Property Trustee with respect to such money shall thereupon cease.
ARTICLE IV	

Distributions; Redemption
Section 4.01  	Distributions.
(a)  	Distributions on the Trust Securities shall be 
cumulative and accumulate from the Issue Date and, except in the event 
that Yorkshire Finance exercises its right to defer the interest payments on 
the Junior Subordinated Debentures pursuant to Section 204 of the 
Supplemental Indenture, shall be fixed at a rate of 8.08% per annum of the 
Liquidation Amount of the Trust Securities payable quarterly in arrears on 
March 31, June 30, September 30 and December 31 of each year, 
commencing on June 30, 1998.  If any date on which Distributions are 
otherwise payable on the Trust Securities is not a Business Day, then the 
payment of such Distribution shall be made on the next succeeding day 
which is a Business Day (and without any interest or other payment in 
respect of any such delay) except that, if such Business Day is in the next 
succeeding calendar year, payment of such Distribution shall be made on 
the immediately preceding Business Day, in each case with the same force 
and effect as if made on such date (each date on which Distributions are 
payable in accordance with the foregoing, a "Distribution Date").
(b)  	The amount of Distributions payable for any full 
quarterly period shall be computed on the basis of twelve 30-day months 
and a 360-day year and for any partial period shall be computed on the 
basis of the number of days elapsed in a 360-day year of twelve 30-day 
months.  If Yorkshire Finance exercises its right to defer interest payments 
on the Junior Subordinated Debentures pursuant to Section 204 of the 
Supplemental Indenture (an "Extension Period"), then the rate per annum 
at which Distributions on the Trust Securities accumulate shall be 
increased by an amount such that the aggregate amount of Distributions 
that accumulate on all Trust Securities during any such Extension Period 
is equal to the Deferred Interest (as defined in the Supplemental 
Indenture) that accrues during any such Extension Period on the Junior 
Subordinated Debentures.  The payment of Deferred Interest will be 
distributed to the Holders of the Trust Securities as received at the end of 
any Extension Period.  Additional Sums received by the Trust for any 
period shall be distributed to the Holders of Trust Securities in respect of 
such period in order that the entire amount payable for such period under 
this Section 4.01 shall be distributed when payable and, for purposes of 
this Agreement, the term "Distributions" shall be deemed to include any 
such Additional Sums.
(c)  	Distributions on the Trust Securities shall be made 
and shall be deemed payable on each Distribution Date only to the extent 
that the Trust has sufficient funds available in the Payment Account for 
the payment of such Distributions.
(d)  	Distributions, if any, on the Trust Securities on 
each Distribution Date shall be payable to the Holders thereof as they 
appear on the Securities Register for the Trust Securities on the relevant 
record date, which, as long as the Trust Securities are represented by 
Book-Entry Trust Securities Certificates, shall be one Business Day prior 
to the relevant Distribution Date.  In the event that any Trust Securities 
are not so represented, the relevant record date for such Trust Securities 
shall be the close of business on the fifteenth calendar day prior to the 
relevant Distribution Date.
Each Trust Security upon registration of transfer of or in 
exchange for or in lieu of any other Trust Security shall carry the rights of 
Distributions accumulated and unpaid, and to accumulate, which were 
carried by such other Trust Security.
Section 4.02  	Redemption.
(a)  	On each Indenture Redemption Date with respect 
to, and on the Stated Maturity (as defined in the Supplemental Indenture) 
of, the Junior Subordinated Debentures, the Trust will be required to 
redeem a Like Amount of Trust Securities at the Redemption Price.
(b)  	Provided that the Property Trustee has received a 
written direction from the Control Party to effect such redemption at least 
45 days prior to the Redemption Date, notice of redemption shall be given 
by the Property Trustee by first-class mail, postage prepaid, mailed not 
less than 30 nor more than 60 days' prior to the Redemption Date to each 
Holder of Trust Securities to be redeemed, at such Holder's address 
appearing in the Securities Register.  All notices of redemption shall state:
(i)  	the Redemption Date;
(ii)  	the Redemption Price;
(iii)  	the CUSIP number;
(iv)  	if less than all the Outstanding Trust Securities are 
to be redeemed, the identification of the total Liquidation Amount 
of the particular Trust Securities selected by the Property Trustee 
to be redeemed; and
(v)  	that on the Redemption Date the Redemption Price 
will become due and payable upon each such Trust Security to be 
redeemed and that Distributions thereon will cease to accumulate 
on and after such date.
(c)  	The Trust Securities redeemed on each Redemption 
Date shall be redeemed at the Redemption Price with the applicable 
proceeds from the contemporaneous repayment or redemption of Junior 
Subordinated Debentures.  Redemptions of the Trust Securities shall be 
made, and the Redemption Price shall be deemed payable, on each 
Redemption Date only to the extent that the Trust has sufficient funds 
available in the Payment Account at 10:00 AM, New York City time, on 
the Redemption Date for the payment of such Redemption Price.
(d)  	If the Property Trustee gives a notice of 
redemption in respect of any Trust Securities, then, by 12:00 noon, New 
York City time, on the Redemption Date, subject to Section 4.02(c), the 
Property Trustee will, so long as the Trust Securities are represented by 
Book-Entry Trust Securities Certificates, irrevocably deposit with the 
Clearing Agency funds sufficient to pay the applicable Redemption Price 
and will give the Clearing Agency irrevocable instructions and authority to 
pay the Redemption Price to the Holders thereof.  If the Trust Securities 
are not represented by Book-Entry Trust Securities Certificates, the 
Property Trustee, subject to Section 4.02(c), will irrevocably deposit with 
the Paying Agent funds sufficient to pay the applicable Redemption Price 
and will give the Paying Agent irrevocable instructions and authority to 
pay the Redemption Price to the Holders thereof upon surrender of their 
Trust Securities Certificates.  Notwithstanding the foregoing, 
Distributions payable on or prior to the Redemption Date for any Trust 
Securities called for redemption shall be payable to the Holders of such 
Trust Securities as they appear on the Securities Register for the Trust 
Securities on the relevant record dates for the related Distribution Dates.  
If notice of redemption shall have been given and funds deposited as 
required, then upon the date of such deposit, all rights of Securityholders 
holding Trust Securities so called for redemption will cease, except the 
right of such Securityholders to receive the Redemption Price, but without 
interest, and such Trust Securities will cease to be Outstanding.  In the 
event that any Redemption Date is not a Business Day, then payment of 
the Redemption Price payable on such date shall be made on the next 
succeeding day which is a Business Day (and without any interest or other 
payment in respect of any such delay), except that, if such Business Day 
falls in the next succeeding calendar year, such payment will be made on 
the immediately preceding Business Day, in each case with the same force 
and effect as if made on such date.  In the event that payment of the 
Redemption Price in respect of Trust Securities is improperly withheld or 
refused and not paid either by the Trust or by Yorkshire Group pursuant 
to the Guarantee or the Debentures Guarantee, Distributions on such 
Trust Securities will continue to accumulate at the then applicable rate 
from such Redemption Date originally established by the Trust for such 
Trust Securities to the date such Redemption Price is actually paid, in 
which case the actual payment date will be the date fixed for redemption 
for purposes of calculating the Redemption Price.
(e)  	If less than all of the Trust Securities are to be 
redeemed on a Redemption Date, the particular Trust Securities to be 
redeemed shall be selected on a pro rata basis not more than 60 days prior 
to the Redemption Date by the Property Trustee from the Outstanding 
Trust Securities not previously called for redemption, and which shall 
provide for the selection for redemption of portions (equal to $25 or an 
integral multiple of $25 in excess thereof) of the aggregate Liquidation 
Amount of Trust Securities of a denomination larger than $25.  The 
Property Trustee shall promptly notify the Securities Registrar in writing 
of the Trust Securities selected for redemption and, in the case of any 
Trust Securities selected for partial redemption, the Liquidation Amount 
thereof to be redeemed.  For all purposes of this Trust Agreement, unless 
the context otherwise requires, all provisions relating to the redemption of 
Trust Securities shall relate, in the case of any Trust Securities redeemed 
or to be redeemed only in part, to the portion of the Liquidation Amount 
of Trust Securities which has been or is to be redeemed.
(f)  	Subject to the foregoing provisions of this Section 
4.02 and to applicable law (including, without limitation, applicable United 
States federal securities laws), the Control Party, Yorkshire Finance, the 
US Affiliates or their Affiliates may, at any time and from time to time, 
purchase Outstanding Trust Securities by tender, in the open market or by 
private agreement, subject to receiving an Opinion of Counsel that any 
purchase as aforementioned will not have any material adverse effect 
under the laws of the United Kingdom on Yorkshire Finance, Yorkshire 
Group, the US Affiliates or their respective Affiliates.
Section 4.03  	Payment Procedures.  Payments in respect 
of the Trust Securities shall be made by check mailed to the address of the 
Person entitled thereto as such address shall appear on the Securities 
Register or, if the Trust Securities are held by a Clearing Agency, such 
Distributions shall be made in immediately available funds to the Clearing 
Agency, which shall credit the relevant Persons' accounts at such Clearing 
Agency on the applicable Distribution Dates.
Section 4.04  	Tax Returns and Reports.  The 
Administrative Trustees shall prepare (or cause to be prepared), at the 
expense of the US Affiliates pursuant to the Expense Agreement, and file 
all United States federal, state and local tax and information returns and 
reports required to be filed by or in respect of the Trust.  The 
Administrative Trustees shall provide or cause to be provided on a timely 
basis to each Holder any Internal Revenue Service form required to be so 
provided in respect of the Trust Securities.  The Property Trustee shall 
comply with United States federal withholding and back-up withholding 
tax laws and information reporting requirements with respect to any 
payments to Securityholders.
ARTICLE V	

Trust Securities Certificates
Section 5.01  	Initial Ownership.  Upon the creation of the 
Trust by the contribution by the Depositor pursuant to Section 2.03 and 
until the issuance of the Trust Securities, and at any time during which no 
Trust Securities are outstanding, the Depositor shall be the sole beneficial 
owner of the Trust.
Section 5.02  	The Trust Securities Certificates.  Each of 
the Trust Securities Certificates shall be issued in minimum denominations 
of $25 and integral multiples in excess thereof.  The Trust Securities 
Certificates shall be executed on behalf of the Trust by manual or facsimile 
signature of at least one Administrative Trustee.  Trust Securities 
Certificates bearing the manual or facsimile signatures of individuals who 
were, at the time when such signatures shall have been affixed, authorized 
to sign on behalf of the Trust, shall be validly issued and entitled to the 
benefits of this Trust Agreement, notwithstanding that such individuals or 
any of them shall have ceased to be so authorized prior to the 
authentication and delivery of such Trust Securities Certificates or did not 
hold such offices at the date of authentication and delivery of such Trust 
Securities Certificates.  A transferee of a Trust Securities Certificate shall 
become a Securityholder, and shall be entitled to the rights and subject to 
the obligations of a Securityholder hereunder, upon due registration of 
such Trust Securities Certificate in such transferee's name pursuant to 
Section 5.04, 5.10 or 5.12.
Section 5.03  	Authentication of Trust Securities 
Certificates.  On the Issue Date, the Administrative Trustees shall cause 
Trust Securities Certificates, in an aggregate Liquidation Amount as 
provided in Section 2.04, to be executed on behalf of the Trust, by at least 
one Administrative Trustee, authenticated, as provided herein, and 
delivered in accordance with the Underwriting Agreement without further 
corporate action by the Control Party, in authorized denominations 
pursuant to Section 2.04.  No Trust Securities Certificate shall entitle its 
holder to any benefit under this Trust Agreement, or shall be valid for any 
purpose, unless there shall appear on such Trust Securities Certificate a 
certificate of authentication substantially in the form set forth in Exhibit C 
executed by the Property Trustee by manual or facsimile signature; such 
authentication shall constitute conclusive evidence that such Trust 
Securities Certificate shall have been duly authenticated and delivered 
hereunder.  All Trust Securities Certificates shall be dated the date of their 
authentication.
Section 5.04  	Registration of Transfer and Exchange of 
Trust Securities Certificates.  The Securities Registrar shall keep or cause 
to be kept, at the office or agency maintained pursuant to Section 5.08, a 
Securities Register in which, subject to such reasonable regulations as it 
may prescribe, the Securities Registrar shall provide for the registration of 
Trust Securities Certificates and registration of transfers and exchanges of 
Trust Securities Certificates as herein provided.  The Property Trustee 
shall be the initial Securities Registrar.
Upon surrender for registration of transfer of any Trust 
Securities Certificate at the office or agency maintained pursuant to 
Section 5.08, at least one of the Administrative Trustees shall execute and 
deliver in the name of the designated transferee or transferees one or more 
new Trust Securities Certificates in authorized denominations of a like 
aggregate Liquidation Amount dated the date of authentication by the 
Property Trustee.  The Securities Registrar shall not be required to 
register the transfer of any Trust Securities that have been called for 
redemption.  At the option of a Holder, Trust Securities Certificates may 
be exchanged for other Trust Securities Certificates in authorized 
denominations of the same class and of a like aggregate Liquidation 
Amount upon surrender of the Trust Securities Certificates to be 
exchanged at the office or agency maintained pursuant to Section 5.08.
Every Trust Securities Certificate presented or surrendered 
for registration of transfer or exchange shall be accompanied by a written 
instrument of transfer in form satisfactory to the Administrative Trustees 
and the Securities Registrar duly executed by the Holder or his attorney 
duly authorized in writing.  Each Trust Securities Certificate surrendered 
for registration of transfer or exchange shall be canceled and subsequently 
disposed of by the Securities Registrar in accordance with its customary 
practice.  The Trust shall not be required to register the transfer of or 
exchange any Trust Securities after the date such Trust Securities have 
been called for redemption.
No service charge shall be made for any registration of 
transfer or exchange of Trust Securities Certificates, but the Securities 
Registrar or the Administrative Trustees may require payment of a sum 
sufficient to cover any tax or governmental charge that may be imposed in 
connection with any transfer or exchange of Trust Securities Certificates.
Section 5.05  	Mutilated, Destroyed, Lost or Stolen Trust 
Securities Certificates.  If (a) any mutilated Trust Securities Certificate 
shall be surrendered to the Securities Registrar, or if the Securities 
Registrar shall receive evidence to its satisfaction of the destruction, loss 
or theft of any Trust Securities Certificate and (b) there shall be delivered 
to the Securities Registrar and the Administrative Trustees such security 
or indemnity as may be required by them to save each of them harmless, 
then in the absence of notice that such Trust Securities Certificate shall 
have been acquired by a bona fide purchaser, the Administrative Trustees 
or any one of them on behalf of the Trust shall execute and cause to be 
authenticated and make available for delivery, in exchange for or in lieu of 
any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a 
new Trust Securities Certificate of like class, tenor and denomination.  In 
connection with the issuance of any new Trust Securities Certificate under 
this Section, the Administrative Trustees or the Securities Registrar may 
require the payment of a sum sufficient to cover any tax or other 
governmental charge that may be imposed in connection therewith.  Any 
duplicate Trust Securities Certificate issued pursuant to this Section shall 
constitute conclusive evidence of an ownership interest in the Trust, as if 
originally issued, whether or not the lost, stolen or destroyed Trust 
Securities Certificate shall be found at any time.
Section 5.06  	Persons Deemed Securityholders.  Prior to 
due presentation of a Trust Securities Certificate for registration of 
transfer, the Trustees or the Securities Registrar shall treat the Person in 
whose name any Trust Securities Certificate shall be registered in the 
Securities Register as the owner of such Trust Securities Certificate for 
the purpose of receiving Distributions (subject to Section 4.01(d)) and for 
all other purposes whatsoever, and neither the Trustees nor the Securities 
Registrar shall be bound by any notice to the contrary.
Section 5.07  	Access to List of Securityholders' Names 
and Addresses.  The Administrative Trustees shall furnish or cause to be 
furnished to (i) the Control Party and the Property Trustee semi-annually, 
not later than June 1 and December 1 in each year, and (ii) the Control 
Party or the Property Trustee, as the case may be, within 30 days after 
receipt by any Administrative Trustee of a request therefor from the 
Control Party or the Property Trustee, as the case may be, in writing, a 
list, in such form as the Control Party or the Property Trustee, as the case 
may be, may reasonably require, of the names and addresses of the 
Securityholders as of a date not more than 15 days prior to the time such 
list is furnished; provided, that the Administrative Trustees shall not be 
obligated to provide such list at any time such list does not differ from the 
most recent list given to the Control Party and the Property Trustee by the 
Administrative Trustees or at any time the Property Trustee is the 
Securities Registrar.  If one or more Holders of Trust Securities 
Certificates evidencing not less than 25% of the Outstanding Liquidation 
Amount apply in writing to the Administrative Trustees, and such 
application states that the applicants desire to communicate with other 
Securityholders with respect to their rights under this Trust Agreement or 
under the Trust Securities Certificates and such application is 
accompanied by a copy of the communication that such applicants 
propose to transmit, then the Administrative Trustees shall, within five 
Business Days after the receipt of such application, afford such applicants 
access during normal business hours to the current list of Securityholders.  
Each Holder, by receiving and holding a Trust Securities Certificate, and 
each Owner shall be deemed to have agreed not to hold either the Control 
Party or the Administrative Trustees accountable by reason of the 
disclosure of its name and address, regardless of the source from which 
such information was derived.
Section 5.08  	Maintenance of Office or Agency.  The 
Administrative Trustees shall maintain in the Borough of Manhattan, New 
York, an office or offices or agency or agencies where Trust Securities 
Certificates and the Control Certificate may be surrendered for 
registration of transfer or exchange and where notices and demands to or 
upon the Trustees in respect of the Trust Securities Certificates may be 
served.  The Administrative Trustees initially designate The Bank of 
New York, 101 Barclay Street, New York, New York, Attn: Corporate 
Trust Trustee Administration, as its principal agency for such purposes.  
The Administrative Trustees shall give prompt written notice to the 
Control Party and to the Securityholders of any change in the location of 
the Securities Register or any such office or agency.
Section 5.09  	Appointment of Paying Agent.  The Paying 
Agent shall make Distributions and other payments provided hereby to 
Securityholders from the Payment Account and shall report the amounts 
of such Distributions and payments to the Property Trustee and the 
Administrative Trustees.  Any Paying Agent shall have the revocable 
power to withdraw funds from the Payment Account for the purpose of 
making the Distributions and payments provided hereby.  The 
Administrative Trustees may revoke such power and remove the Paying 
Agent if such Trustees determine in their sole discretion that the Paying 
Agent shall have failed to perform its obligations under this Agreement in 
any material respect.  The entity constituting the Paying Agent shall 
initially act as the Property Trustee, and it may choose any co-paying 
agent that is acceptable to the Administrative Trustees and the Control 
Party.  Any Person acting as Paying Agent shall be permitted to resign as 
Paying Agent upon 30 days' written notice to the Administrative Trustees 
and the Control Party.  In the event that a Paying Agent shall resign or be 
removed, the Administrative Trustees shall appoint a successor that is 
acceptable to the Control Party to act as Paying Agent (which shall be a 
bank or trust company).  The Administrative Trustees shall cause such 
successor Paying Agent or any additional Paying Agent appointed by the 
Administrative Trustees to execute and deliver to the Trustees an 
instrument in which such successor Paying Agent or additional Paying 
Agent shall agree with the Trustees that as Paying Agent, such successor 
Paying Agent or additional Paying Agent will hold all sums, if any, held by 
it for payment to the Securityholders in trust for the benefit of the 
Securityholders entitled thereto until such sums shall be paid to such 
Securityholders.  The Paying Agent shall return all unclaimed funds to the 
Property Trustee and upon removal of a Paying Agent such Paying Agent 
shall also return all funds in its possession to the Property Trustee.  The 
provisions of Sections 9.01, 9.03 and 9.06 shall apply to the entity acting 
as the Property Trustee also in its role as Paying Agent, for so long as that 
entity shall act as Paying Agent and, to the extent applicable, to any other 
paying agent appointed hereunder.  Any reference in this Agreement to the 
Paying Agent shall include any co-paying agent unless the context requires 
otherwise.
Section 5.10  	Book-Entry Trust Securities Certificates.  
The Trust Securities, upon original issuance, will be issued in the form of 
typewritten Book-Entry Trust Securities Certificates, to be delivered to or 
held on behalf of The Depository Trust Company, the initial Clearing 
Agency, by, or on behalf of, the Trust in accordance with the 
Underwriting Agreement.  Such Book-Entry Trust Securities Certificate 
or Certificates shall initially be registered on the Securities Register in the 
name of Cede & Co., the nominee of the initial Clearing Agency, and no 
Owner or other beneficial owner will receive a Definitive Trust Securities 
Certificate representing such beneficial owner's interest in such Trust 
Securities, except as provided in Section 5.12.  Unless and until Definitive 
Trust Securities Certificates have been issued to Owners pursuant to 
Section 5.12:
(i)  	the provisions of this Section 5.10 shall be in full 
force and effect;
(ii)  	the Securities Registrar and the Trustees shall be 
entitled to deal with the Clearing Agency for all purposes of this 
Trust Agreement relating to the Book-Entry Trust Securities 
Certificates (including the payment of the Liquidation Amount of 
and Distributions on the Book-Entry Trust Securities and the 
giving of instructions or directions to Owners of Book-Entry Trust 
Securities) as the sole Holder of Book-Entry Trust Securities 
Certificates and shall have no obligations to the Owners thereof;
(iii)  	to the extent that the provisions of this Section 
conflict with any other provisions of this Trust Agreement, the 
provisions of this Section shall control; and
(iv)  	the rights of the Owners of the Book-Entry Trust 
Securities Certificates shall be exercised only through the Clearing 
Agency and shall be limited to those established by law and 
agreements between such Owners and the Clearing Agency and/or 
the Clearing Agency Participants.  Pursuant to the Certificate 
Depository Agreement, unless and until Definitive Trust Securities 
Certificates are issued pursuant to Section 5.12, the Clearing 
Agency will make book-entry transfers among the Clearing 
Agency Participants and receive and transmit payments on the 
Trust Securities to such Clearing Agency Participants.
Section 5.11  	Notices to Clearing Agency.  To the extent 
a notice or other communication to the Owners is required under this 
Trust Agreement, unless and until Definitive Trust Securities Certificates 
shall have been issued to Owners pursuant to Section 5.12, the Trustees 
shall give all such notices and communications specified herein to be given 
to Owners to the Clearing Agency, and shall have no obligations to the 
Owners.
Section 5.12  	Definitive Trust Securities Certificates  If (i) 
the Clearing Agency discontinues providing its services as securities 
depositary with respect to the Trust Securities at any time by giving 
reasonable notice to the Trust or Property Trustee, (ii) the Trust or the 
Control Party decides to discontinue use of the system of book-entry 
transfers through the Clearing Agency (or a successor depositary) and a 
successor securities depositary is not obtained or (iii) the Trust fails to pay 
any amounts due and payable in respect of the Trust Securities or 
Yorkshire Group fails to pay any amounts due and payable in respect of 
the Trust Securities or Yorkshire Group fails to pay any amounts payable 
in respect of the Guarantee or the Debentures Guarantee, as required by 
their respective terms, upon surrender to the Administrative Trustees of 
the Book-Entry Trust Securities Certificates representing the Trust 
Securities by the Clearing Agency, accompanied by registration 
instructions, the Administrative Trustees or any one of them shall execute 
and cause to be authenticated Definitive Trust Securities Certificates 
representing the Trust Securities in accordance with the instructions of the 
Clearing Agency.  Neither the Securities Registrar nor the Trustees shall 
be liable for any delay in delivery of such instructions and may 
conclusively rely on, and shall be protected in relying on, such 
instructions.  Upon the issuance of Definitive Trust Securities Certificates, 
the Trustees shall recognize the Holders of the Definitive Trust Securities 
Certificates as Securityholders.  The Definitive Trust Securities 
Certificates shall be printed, lithographed or engraved or may be produced 
in any other manner as is reasonably acceptable to the Administrative 
Trustees, as evidenced by the execution thereof by the Administrative 
Trustees or any one of them.
Section 5.13  	Rights of Securityholders.  The legal title to 
the Trust Property is vested exclusively in the Property Trustee (in its 
capacity as such) in accordance with Section 2.09.  The Securityholders 
shall be entitled to vested, undivided beneficial ownership interests in the 
underlying income and assets of the Trust, as conferred by their Trust 
Securities.  The Securityholders shall have no right to call for any partition 
or division of property, profits or rights of the Trust except as described 
below.  The Trust Securities shall be personal property giving only the 
rights specifically set forth therein and in this Trust Agreement.  The Trust 
Securities shall have no preemptive or other similar rights and when issued 
and delivered to Securityholders against payment of the purchase price 
therefor will be fully paid and nonassessable by the Trust.  The Control 
Party and the Holders of the Trust Securities shall be entitled to the same 
limitation of personal liability extended to stockholders of private 
corporations for profit organized under the General Corporation Law of 
the State of Delaware.
ARTICLE VI	

Control Certificate
Section 6.01  	Ownership of Control Certificate.  The 
Control Party has acquired, and will continue to retain, except as 
described below, ownership of the Control Certificate.  To the fullest 
extent permitted by law, any attempted transfer of the Control Certificate, 
except for transfers by operation of law or to a successor Control Party at 
the request of Yorkshire Group pursuant to Section 6.02, shall be void.  
The Control Certificate shall contain a legend stating "THIS 
CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED 
IN THE TRUST AGREEMENT REFERRED TO HEREIN".
Section 6.02  	Transfer of Control Certificate.  Upon a 
transfer of the Control Certificate in accordance with Section 6.01:
(a)  	The Control Party surrendering the Control 
Certificate (the "Surrendering Party") (or its duly authorized attorney) 
shall surrender such certificate at the office or agency of the Trust 
maintained pursuant to Section 5.08 along with a written instrument of 
surrender, in form satisfactory to at least one Administrative Trustee and 
the Securities Registrar, duly executed by the Surrendering Party.  
Thereupon, the Surrendering Party shall cease to be the Control Party.  
The surrendered Control Certificate shall be canceled and subsequently 
disposed of by the Securities Registrar in accordance with its customary 
practice; and
(b)  Immediately upon such surrender, (i) the Depositor, on 
behalf of the Trust, shall execute and deliver in the name of the successor 
Control Party a new Control Certificate dated the date of delivery and (ii) 
the successor Control Party shall evidence its acceptance by executing the 
new Control Certificate and taking possession thereof.  Thereupon, such 
entity shall be deemed to be the Control Party.
No service charge shall be made for any registration of 
transfer or surrender of the Control Certificate.
Section 6.03  	No Economic Interest in the Trust.(a)  
	The Control Party, by virtue of its possession of the Control 
Certificate, has a beneficial interest in the Trust; provided, however, that 
the Control Party, solely by virtue of its possession of the Control 
Certificate, shall not be a trustee of the Trust nor shall it have an 
undivided beneficial interest in the property of the Trust nor shall it be 
entitled to any financial or monetary interest in the Trust, including, but 
not limited to, any Distribution, any amounts paid on liquidation or 
termination of the Trust, or any entitlement to the Junior Subordinated 
Debentures or payments thereon.
(b)  	Possession of the Control Certificate does not:
(i)  	entitle the Control Party to income or assets of the 
Trust;
(ii)  	impose upon the Control Party any obligation as 
trustee with respect to the Trust; or
(iii)  	impose upon the Control Party any obligation to act 
as a fiduciary (to the fullest extent of the law) with respect to the 
Trust or the Trust Securities.
Section 6.04  	Certain Duties and Responsibilities.  The 
rights, duties and responsibilities of the Control Party shall be only as 
provided by the Control Certificate and this Trust Agreement.  
Notwithstanding the foregoing, no provision of the Original Trust 
Agreement, the Control Certificate and this Trust Agreement shall require 
the Control Party to incur any of its own funds in the performance of its 
duties as Control Party.  Whether or not therein expressly so provided, 
every provision of the Control Certificate and this Trust Agreement 
relating to the conduct of the Control Party shall be subject to the 
provisions of this Section.
ARTICLE VII	

Acts of Securityholders; Meetings; Voting
Section 7.01  	Limitations on Voting Rights.
(a)  	Except as provided in this Section, in Section 9.10, 
Section 9.19 or Section 11.03 of this Trust Agreement, in the 
Subordinated Indenture, in the Guarantee and as otherwise required by 
law, no Holder of Trust Securities shall have any right to vote or in any 
manner otherwise control the administration, operation and management 
of the Trust or the obligations of the parties hereto, nor shall anything 
herein set forth, or contained in the terms of the Trust Securities 
Certificates and the Control Certificate, be construed so as to constitute 
the Securityholders and the Control Party, respectively, from time to time 
as partners or members of an association.
(b)  	 So long as any Junior Subordinated Debentures are 
held by or for the benefit of the Property Trustee, the Trustees shall not (i) 
direct the time, method and place of conducting any proceeding for any 
remedy available to the Indenture Trustee, or executing any trust or power 
conferred on the Indenture Trustee with respect to such Junior 
Subordinated Debentures or the Debentures Guarantee, (ii) waive any past 
default which is waivable under Section 5.06 of the Subordinated 
Indenture, (iii) exercise any right to rescind or annul a declaration that any 
interest payment or other payment with respect to the Junior Subordinated 
Debentures or the Debentures Guarantee shall be due and payable or (iv) 
consent to any amendment, modification or termination of the 
Subordinated Indenture or the Junior Subordinated Debentures, where 
such consent shall be required, or to any other action, under the 
Subordinated Indenture, without, in each case, obtaining the prior 
approval of the Holders of at least a majority in aggregate Liquidation 
Amount of all Outstanding Trust Securities; provided, however, that 
where a consent under the Subordinated Indenture would require the 
consent of each holder of Junior Subordinated Debentures affected 
thereby, no such consent shall be given by the Trustees without the prior 
written consent of each Holder of Trust Securities.  The Trustees shall not 
revoke any action previously authorized or approved by a vote of the 
Holders of Trust Securities except by subsequent vote of the Holders of 
Trust Securities.  The Property Trustee shall notify all Holders of the 
Trust Securities of any notice of default with respect to the Junior 
Subordinated Debentures.  In addition to obtaining the foregoing 
approvals of the Holders of the Trust Securities, prior to taking any of the 
foregoing actions, the Trustees shall, at the expense of the US Affiliates 
pursuant to the Expense Agreement, obtain an Opinion of Counsel 
designated by the Control Party who is experienced in such matters to the 
effect that (A) the Trust will not be classified as other than a grantor trust 
for United States federal income tax purposes on account of such action, 
(B) the beneficiaries of the Trust will not cease to be fully entitled to the 
income of the Trust as it arises nor will the Trust be classified as a 
company, in either case, for purposes of United Kingdom tax law, on 
account of such action, (C) neither the Trust, Yorkshire Finance nor the 
Control Party will be required to register as an "investment company" 
under the Investment Company Act on account of such action and (D) 
Yorkshire Finance will not be classified as an association or a publicly 
traded partnership taxable as a corporation for United States federal 
income tax purposes on account of such action.
Section 7.02  	Notice of Meetings.  Notice of all meetings 
of the Securityholders, stating the time, place and purpose of the meeting, 
or of any matter upon which action by written consent of such 
Securityholders is to be taken, shall be given by the Administrative 
Trustees pursuant to Section 11.08 to each Securityholder of record, at 
his registered address, at least 15 days and not more than 90 days before 
the meeting.  At any such meeting, any business properly before the 
meeting may be so considered whether or not stated in the notice of the 
meeting.  Any adjourned meeting may be held as adjourned without 
further notice.
Section 7.03  	Meetings of Securityholders.  No annual 
meeting of Securityholders is required to be held.  The Administrative 
Trustees, however, shall call a meeting of Securityholders to vote on any 
matter upon the written request of the Securityholders of record of 25% 
of the Outstanding Trust Securities (based upon their aggregate 
Liquidation Amount) and the Administrative Trustees or the Property 
Trustee may, at any time in their discretion, call a meeting of 
Securityholders to vote on any matters as to which Securityholders are 
entitled to vote.
Securityholders of record of 50% of the Outstanding Trust 
Securities (based upon their aggregate Liquidation Amount), present in 
person or by proxy, shall constitute a quorum at any meeting of 
Securityholders.
If a quorum is present at a meeting, an affirmative vote by 
the Securityholders of record present, in person or by proxy, holding more 
than 66-2/3% of the Securities (based upon their aggregate Liquidation 
Amount) held by the Trust Securityholders of record present, either in 
person or by proxy, at such meeting shall constitute the action of the 
Securityholders, unless this Trust Agreement requires a greater or lesser 
number of affirmative votes.
Section 7.04  	Voting Rights.  In respect of any matter as 
to which Securityholders are entitled to vote, Securityholders shall be 
entitled to one vote for each $25 of Liquidation Amount represented by 
their Trust Securities. 
Section 7.05  	Proxies, etc.  At any meeting of 
Securityholders, any Securityholder entitled to vote may vote by proxy, 
provided that no proxy shall be voted at any meeting unless it shall have 
been placed on file with the Administrative Trustees, or with such other 
officer or agent of the Trust as the Administrative Trustees may direct, for 
verification prior to the time at which such vote shall be taken.  Pursuant 
to a resolution of the Property Trustee, proxies may be solicited in the 
name of the Property Trustee or one or more officers of the Property 
Trustee.  Only Securityholders of record shall be entitled to vote.  When 
Trust Securities are held jointly by several Persons, any one of them may 
vote at any meeting in person or by proxy in respect of such Trust 
Securities, but if more than one of them shall be present at such meeting in 
person or by proxy, and such joint owners or their proxies so present 
disagree as to any vote to be cast, such vote shall not be received in 
respect of such Trust Securities.  A proxy purporting to be executed by or 
on behalf of a Securityholder shall be deemed valid unless challenged at or 
prior to its exercise, and the burden of proving invalidity shall rest on the 
challenger.  No proxy shall be valid more than three years after its date of 
execution.
Section 7.06  	Securityholder Action by Written Consent.  
Any action which may be taken by Securityholders at a meeting may be 
taken without a meeting if Securityholders holding at least 66-2/3% of all 
Outstanding Trust Securities entitled to vote in respect of such action (or 
such other proportion thereof as shall be required by any express provision 
of this Trust Agreement) shall consent to the action in writing (based upon 
their aggregate Liquidation Amount).
Section 7.07  	Record Date for Voting and Other 
Purposes.  For the purposes of determining the Securityholders who are 
entitled to notice of and to vote at any meeting or by written consent, or 
to participate in any Distribution on the Trust Securities in respect of 
which a record date is not otherwise provided for in this Trust Agreement, 
or for the purpose of any other action, the Administrative Trustees may 
from time to time fix a date, not more than 90 days prior to the date of 
any meeting of Securityholders or the payment of a Distribution or other 
action, as the case may be, as a record date for the determination of the 
identity of the Securityholders of record for such purposes.
Section 7.08  	Acts of Securityholders.  Any request, 
demand, authorization, direction, notice, consent, waiver or other action 
provided or permitted by this Trust Agreement to be given, made or taken 
by Securityholders or the Control Party may be embodied in and 
evidenced by one or more instruments of substantially similar tenor signed 
by such Securityholders or the Control Party in person or by an agent 
appointed in writing; and, except as otherwise expressly provided herein, 
such action shall become effective when such instrument or instruments 
are delivered to the Administrative Trustees.  Such instrument or 
instruments (and the action embodied therein and evidenced thereby) are 
herein sometimes referred to as the "Act" of the Securityholders or the 
Control Party signing such instrument or instruments.  Proof of execution 
of any such instrument or of a writing appointing any such agent shall be 
sufficient for any purpose of this Trust Agreement and (subject to Section 
9.01) conclusive in favor of the Trustees, if made in the manner provided 
in this Section.
The fact and date of the execution by any Person of any 
such instrument or writing may be proved by the affidavit of a witness of 
such execution or by a certificate of a notary public or other officer 
authorized by law to take acknowledgments of deeds, certifying that the 
individual signing such instrument or writing acknowledged to him the 
execution thereof.  Where such execution is by a signer acting in a 
capacity other than his individual capacity, such certificate or affidavit 
shall also constitute sufficient proof of his authority.  The fact and date of 
the execution of any such instrument or writing, or the authority of the 
Person executing the same, may also be proved in any other manner which 
the Trustees deem sufficient.
The ownership of Trust Securities shall be proved by the 
Securities Register.
Any request, demand, authorization, direction, notice, 
consent, waiver or other Act of the Securityholder of any Trust Security 
shall bind every future Securityholder of the same Trust Security and the 
Securityholder of every Trust Security issued upon the registration of 
transfer thereof or in exchange therefor or in lieu thereof in respect of 
anything done, omitted or suffered to be done by the Trustees or the Trust 
in reliance thereon, whether or not notation of such action is made upon 
such Trust Security.
Without limiting the foregoing, a Securityholder entitled 
hereunder to take any action hereunder with regard to any particular Trust 
Security may do so with regard to all or any part of the Liquidation 
Amount of such Trust Security or by one or more duly appointed agents 
each of which may do so pursuant to such appointment with regard to all 
or any part of such Liquidation Amount.
Section 7.09  	Inspection of Records.  Upon reasonable 
notice to the Trustees, the records of the Trust shall be open to inspection 
by Securityholders during normal business hours for any purpose 
reasonably related to such Securityholder's interest as a Securityholder.
ARTICLE VIII	

Representations and Warranties of the
Property Trustee and Delaware Trustee
Section 8.01  	Representations and Warranties of Property 
Trustee.  The Trustee that acts as initial Property Trustee represents and 
warrants to the Trust and to the Control Party at the date of this Trust 
Agreement, and each successor Property Trustee represents and warrants 
to the Trust and the Control Party at the time of the successor Property 
Trustee's acceptance of its appointment as Property Trustee, that:
(a)  	the Property Trustee is a New York banking 
corporation with trust powers and authority to execute and deliver, and to 
carry out and perform its obligations under the terms of, this Trust 
Agreement;
(b)  	The execution, delivery and performance by the 
Property Trustee of this Trust Agreement has been duly authorized by all 
necessary corporate action on the part of the Property Trustee.  This Trust 
Agreement has been duly executed and delivered by the Property Trustee 
and constitutes a legal, valid and binding obligation of the Property 
Trustee, enforceable against it in accordance with its terms, subject to 
applicable bankruptcy, reorganization, moratorium, insolvency, and other 
similar laws affecting creditors' rights generally and to general principles 
of equity and the discretion of the court (regardless of whether the 
enforcement of such remedies is considered in a proceeding in equity or at 
law);
(c)  	The execution, delivery and performance of this 
Trust Agreement by the Property Trustee does not conflict with or 
constitute a breach of the charter or by-laws of the Property Trustee; and 
(d)  	No consent, approval or authorization of, or 
registration with or notice to, any New York State or federal banking 
authority is required for the execution, delivery or performance by the 
Property Trustee of this Trust Agreement.
Section 8.02  	Representations and Warranties of 
Delaware Trustee.  The Trustee that acts as initial Delaware Trustee 
represents and warrants to the Trust and to the Control Party at the date 
of this Trust Agreement, and each successor Delaware Trustee represents 
and warrants to the Trust and the Control Party at the time of the 
successor Delaware Trustee's acceptance of its appointment as Delaware 
Trustee that:
(a)  	The Delaware Trustee is duly organized, validly 
existing and in good standing under the laws of the State of Delaware, 
with trust power and authority to execute and deliver, and to carry out 
and perform its obligations under the terms of, this Trust Agreement;
(b)  	The execution, delivery and performance by the 
Delaware Trustee of this Trust Agreement has been duly authorized by all 
necessary corporate action on the part of the Delaware Trustee.  This 
Trust Agreement has been duly executed and delivered by the Delaware 
Trustee and constitutes a legal, valid and binding obligation of the 
Delaware Trustee, enforceable against it in accordance with its terms, 
subject to applicable bankruptcy, reorganization, moratorium, insolvency, 
and other similar laws affecting creditors' rights generally and to general 
principles of equity and the discretion of the court (regardless of whether 
the enforcement of such remedies is considered in a proceeding in equity 
or at law);
(c)  	No consent, approval or authorization of, or 
registration with or notice to, any federal banking authority is required for 
the execution, delivery or performance by the Delaware Trustee of this 
Trust Agreement; and 
(d)  	The Delaware Trustee is a natural person who is a 
resident of the State of Delaware or, if not a natural person, an entity 
which has its principal place of business in the State of Delaware.
(e)  	The Delaware Trustee is not, and shall not be, 
resident in the United Kingdom for United Kingdom tax purposes.
ARTICLE IX	

The Trustees
Section 9.01  	Certain Duties and Responsibilities.
(a)  	The rights, duties and responsibilities of the 
Trustees shall be as provided by this Trust Agreement and, in the case of 
the Property Trustee, the Trust Indenture Act.  Notwithstanding the 
foregoing, no provision of this Trust Agreement shall require the Trustees 
to expend or risk their own funds or otherwise incur any financial liability 
in the performance of any of their duties hereunder, or in the exercise of 
any of their rights or powers, if they shall have reasonable grounds for 
believing that repayment of such funds or adequate indemnity against such 
risk or liability is not reasonably assured to them.  Whether or not therein 
expressly so provided, every provision of this Trust Agreement relating to 
the conduct or affecting the liability of or affording protection to the 
Trustees shall be subject to the provisions of this Section.
(b)  	All payments made by the Property Trustee in 
respect of the Trust Securities shall be made only from the income and 
proceeds from the Trust Property and only to the extent that there shall be 
sufficient income or proceeds from the Trust Property to enable the 
Property Trustee to make payments in accordance with the terms hereof.  
Each Securityholder, by its acceptance of a Trust Security, agrees that it 
will look solely to the income and proceeds from the Trust Property to the 
extent available for distribution to it as herein provided and that the 
Trustees are not personally liable to it for any amount distributable in 
respect of any Trust Security or for any other liability in respect of any 
Trust Security.  This Section 9.01(b) does not limit the liability of the 
Trustees expressly set forth elsewhere in this Trust Agreement or, in the 
case of the Property Trustee, in the Trust Indenture Act.
(c)  	The Property Trustee shall use all reasonable 
efforts to ensure that neither it nor the Trust is resident in the 
United Kingdom for United Kingdom tax purposes.
Section 9.02  	Notice of Defaults and Extension Periods.  
(a) Within 90 days after the occurrence of any Event of Default, the 
Property Trustee shall transmit, in the manner and to the extent provided 
in Section 11.08, notice of any Event of Default actually known to a 
Responsible Officer of the Property Trustee to the Securityholders, the 
Administrative Trustees, the Control Party and Yorkshire Finance, unless 
such Event of Default shall have been cured or waived.  For purposes of 
this Section, the term "Event of Default" means any event that is, or after 
notice or lapse of time or both would become, an Event of Default.
		(b)	The Property Trustee shall transmit to the 
Securityholders, in the manner and to the extent provided in Section 
11.08, notice of Yorkshire Finance's election to begin or further extend an 
Extension Period on the Junior Subordinated Debentures (unless such 
election shall have been revoked) within five Business Days of the receipt 
of notice thereof.
Section 9.03  	Certain Rights of Property Trustee.  Subject 
to the provisions of Section 9.01 and except as provided by law:
(i)  	the Property Trustee may conclusively rely and 
shall be protected in acting or refraining from acting in good faith 
upon any resolution, Opinion of Counsel, certificate, written 
representation of a Holder or transferee, certificate of auditors or 
any other certificate, statement, instrument, opinion, report, notice, 
request, consent, order, appraisal, bond or other paper or 
document believed by it to be genuine and to have been signed or 
presented by the proper party or parties;
(ii)  	if (A) in performing its duties under this Trust 
Agreement the Property Trustee is required to decide between 
alternative courses of action, or (B) in construing any of the 
provisions in this Trust Agreement the Property Trustee finds the 
same ambiguous or inconsistent with any other provisions 
contained herein, or (C) the Property Trustee is unsure of the 
application of any provision of this Trust Agreement, then, except 
as to any matter as to which the Trust Securityholders are entitled 
to vote under the terms of this Trust Agreement, the Property 
Trustee shall deliver a notice to the Control Party requesting 
written instructions of the Control Party as to the course of action 
to be taken.  The Property Trustee shall take such action, or 
refrain from taking such action, as the Property Trustee shall be 
instructed in writing to take, or to refrain from taking, by the 
Control Party; provided, however, that if the Property Trustee 
does not receive such instructions of the Control Party within ten 
Business Days after it has delivered such notice, or such 
reasonably shorter period of time set forth in such notice (which to 
the extent practicable shall not be less than two Business Days), it 
may, but shall be under no duty to, take or refrain from taking 
such action not inconsistent with this Trust Agreement as it shall 
deem advisable and in the best interests of the Securityholders, in 
which event the Property Trustee shall have no liability except for 
its own bad faith, negligence or willful misconduct;
(iii)  	the Property Trustee may consult with counsel of 
its selection and the advice of such counsel or any Opinion of 
Counsel shall be full and complete authorization and protection in 
respect of any action taken, suffered or omitted by it hereunder in 
good faith and in reliance thereon;
(iv)  	the Property Trustee shall be under no obligation to 
exercise any of the rights or powers vested in it by this Trust 
Agreement at the request or direction of any of the Securityholders 
pursuant to this Trust Agreement, unless such Securityholders 
shall have offered to the Property Trustee reasonable security or 
indemnity against the costs, expenses and liabilities which might be 
incurred by it in compliance with such request or direction;
(v)  	the Property Trustee shall not be bound to make 
any investigation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
consent, order, approval, bond or other document, unless 
requested in writing to do so by one or more Securityholders; and
(vi)  	the Property Trustee may execute any of the trusts 
or powers hereunder or perform any duties hereunder either 
directly or by or through its agents or attorneys, provided that the 
Property Trustee shall be responsible for its own negligence or 
recklessness with respect to selection of any agent or attorney 
appointed by it hereunder.
Section 9.04  	Not Responsible for Recitals or Issuance of 
Securities.  The recitals contained herein and in the Trust Securities 
Certificates shall be taken as the statements of the Trust, and the Trustees 
do not assume any responsibility for their correctness.  The Trustees shall 
not be accountable for the use or application by the Trust of the proceeds 
of the Trust Securities in accordance with Section 2.05.
The Property Trustee may conclusively assume that any 
funds held by it hereunder are legally available unless a Responsible 
Officer shall have received written notice from the Company, any Holder 
or any other Trustee that such funds are not legally available.
Section 9.05  	May Hold Securities. Any Trustee or any 
other agent of the Trustees or the Trust, in its individual or any other 
capacity, may become the owner or pledgee of Trust Securities and, 
except as provided in the definition of the term "Outstanding" in Article I 
and subject to Sections 9.08 and 9.13, may otherwise deal with the Trust 
with the same rights it would have if it were not a Trustee or such other 
agent.
Section 9.06  	Compensation; Fees; Indemnity.
The following expenses will be paid by the US Affiliates 
pursuant to the Expense Agreement:
(1)  	the payment to the Trustees from time to time of 
reasonable compensation, as agreed to in writing from time to time, for all 
services rendered by the Trustees hereunder (which compensation shall 
not be limited by any provision of law in regard to the compensation of a 
trustee of an express trust);
(2)  	except as otherwise expressly provided herein, the 
reimbursement of the Trustees upon request for all reasonable expenses, 
disbursements and advances incurred or made by the Trustees in 
accordance with any provision of this Trust Agreement (including the 
reasonable compensation and the expenses and disbursements of their 
agents and counsel), except any such expense, disbursement or advance as 
may be attributable to their willful misconduct, negligence or bad faith; 
and
(3)  	the indemnification of the Trustees for any and all 
loss, damage, claims, liability or expense incurred without willful 
misconduct, negligence or bad faith on their part, arising out of or in 
connection with the acceptance or administration of this Trust Agreement, 
including the costs and expenses of defending themselves against any 
claim or liability in connection with the exercise or performance of any of 
their powers or duties hereunder.
The provisions of this Section 9.06 shall survive the 
termination of this Trust Agreement.
Section 9.07  	Trustees Required; Eligibility.
(a)  	There shall at all times be a Property Trustee 
hereunder with respect to the Trust Securities.  The Property Trustee shall 
be a Person that has a combined capital and surplus of at least 
$50,000,000.  The Property Trustee shall not be resident in the 
United Kingdom for United Kingdom tax purposes.  If any such Person 
publishes reports of condition at least annually, pursuant to law or to the 
requirements of its supervising or examining authority, then for the 
purposes of this Section, the combined capital and surplus of such Person 
shall be deemed to be its combined capital and surplus as set forth in its 
most recent report of condition so published.  If at any time the Property 
Trustee with respect to the Trust Securities shall cease to be eligible in 
accordance with the provisions of this Section, it shall resign immediately 
in the manner and with the effect hereinafter specified in this Article.
(b)  	There shall at all times be one or more 
Administrative Trustees hereunder with respect to the Trust Securities.  
Each Administrative Trustee shall be either a natural person who is at least 
21 years of age or a legal entity that shall act through one or more persons 
authorized to bind such entity.  No Administrative Trustee shall be 
resident in the United Kingdom for United Kingdom tax purposes.
(c)  	There shall at all times be a Delaware Trustee with 
respect to the Trust Securities.  The Delaware Trustee shall either be (i) a 
natural person who is at least 21 years of age and a resident of the State of 
Delaware or (ii) a legal entity authorized to conduct a trust business and 
with its principal place of business in the State of Delaware that shall act 
through one or more persons authorized to bind such entity.
Section 9.08  	Conflicting Interests.  If the Property 
Trustee has or shall acquire a conflicting interest within the meaning of the 
Trust Indenture Act, the Property Trustee shall either eliminate such 
interest or resign, to the extent and in the manner provided by, and subject 
to the provisions of, the Trust Indenture Act and this Trust Agreement.  
To the extent permitted by the Trust Indenture Act, the Property Trustee 
shall not be deemed to have a conflicting interest by virtue of being trustee 
under the Guarantee or the Subordinated Indenture.
Section 9.09  	Co-Trustees and Separate Trustee.  Unless 
an Indenture Event of Default shall have occurred and be continuing, at 
any time or times, for the purpose of meeting the legal requirements of the 
Trust Indenture Act or of any jurisdiction in which any part of the Trust 
Property may at the time be located, the Control Party and the Property 
Trustee shall have power to appoint, and upon the written request of the 
Property Trustee, the Control Party shall for such purpose join with the 
Property Trustee in the execution, delivery and performance of all 
instruments and agreements necessary or proper to appoint, one or more 
Persons approved by the Property Trustee either to act as co-trustee, 
jointly with the Property Trustee, of all or any part of such Trust Property, 
or to act as separate trustee of any such Trust Property, in either case with 
such powers as may be provided in the instrument of appointment, and to 
vest in such Person or Persons in the capacity aforesaid, any property, 
title, right or power deemed necessary or desirable, subject to the other 
provisions of this Section.  If the Control Party does not join in such 
appointment within 15 days after the receipt by it of a request so to do, or 
in case an Indenture Event of Default has occurred and is continuing, the 
Property Trustee alone shall have power to make such appointment.  Any 
co-trustee or separate trustee appointed pursuant to this Section must 
satisfy the requirements of Section 9.07.
Should any written instrument from the Depositor be 
required by any co-trustee or separate trustee so appointed for more fully 
confirming to such co-trustee or separate trustee such property, title, 
right, or power, any and all such instruments shall, on request, be 
executed, acknowledged, and delivered by the Depositor.
Every co-trustee or separate trustee shall, to the extent 
permitted by law, but to such extent only, be appointed subject to the 
following terms, namely:
(i)  	The Trust Securities shall be executed, 
authenticated and delivered and all rights, powers, duties, and 
obligations hereunder in respect of the custody of securities, cash 
and other personal property held by, or required to be deposited or 
pledged with, the Trustees hereunder, shall be exercised, solely by 
the Trustees and not by such co-trustee or separate trustee.
(ii)  	The rights, powers, duties, and obligations hereby 
conferred or imposed upon the Property Trustee in respect of any 
property covered by such appointment shall be conferred or 
imposed upon and exercised or performed by the Property Trustee 
or by the Property Trustee and such co-trustee or separate trustee 
jointly, as shall be provided in the instrument appointing such co-
trustee or separate trustee, except to the extent that under any law 
of any jurisdiction in which any particular act is to be performed, 
the Property Trustee shall be incompetent or unqualified to 
perform such act, in which event such rights, powers, duties, and 
obligations shall be exercised and performed by such co-trustee or 
separate trustee.
(iii)  	The Property Trustee at any time, by an instrument 
in writing executed by it, with the written concurrence of the 
Control Party, may accept the resignation of or remove any co-
trustee or separate trustee appointed under this Section, and, in 
case an Indenture Event of Default has occurred and is continuing, 
the Property Trustee shall have power to accept the resignation of, 
or remove, any such co-trustee or separate trustee without the 
concurrence of the Control Party.  Upon the written request of the 
Property Trustee, the Control Party shall join with the Property 
Trustee in the execution, delivery, and performance of all 
instruments and agreements necessary or proper to effectuate such 
resignation or removal.  A successor to any co-trustee or separate 
trustee so resigned or removed may be appointed in the manner 
provided in this Section.
(iv)  	No co-trustee or separate trustee hereunder shall be 
personally liable by reason of any act or omission of the Property 
Trustee, or any other such trustee hereunder.
(v)  	The Trustees shall not be liable by reason of any act 
of a co-trustee or separate trustee.
(vi)  	Any Act of Holders delivered to the Property 
Trustee shall be deemed to have been delivered to each such co-
trustee and separate trustee.
Section 9.10  	Resignation and Removal; Appointment of 
Successor.  No resignation or removal of any Trustee (the "Relevant 
Trustee") and no appointment of a successor Relevant Trustee pursuant to 
this Article shall become effective until the acceptance of appointment by 
the successor Relevant Trustee in accordance with the applicable 
requirements of Section 9.11.
Subject to the immediately preceding paragraph, the 
Relevant Trustee may resign at any time by giving written notice thereof 
to the Securityholders.  If the instrument of acceptance by a successor 
Relevant Trustee required by Section 9.11 shall not have been delivered to 
the Relevant Trustee within 30 days after the giving of such notice of 
resignation, the resigning Relevant Trustee may petition any court of 
competent jurisdiction for the appointment of a successor Relevant 
Trustee.
Unless an Indenture Event of Default shall have occurred 
and be continuing, the Property Trustee or Delaware Trustee may be 
removed at any time by Act of the Control Party.  If an Indenture Event of 
Default shall have occurred and be continuing, the Property Trustee or 
Delaware Trustee may be removed at such time by Act of the 
Securityholders of a majority in aggregate Liquidation Amount of the 
Trust Securities, delivered to the Property Trustee (in its individual 
capacity and on behalf of the Trust).
An Administrative Trustee may be removed by the Control 
Party at any time.  In no event will the Securityholders have the right to 
vote, appoint, remove or replace the Administrative Trustees, which rights 
are vested exclusively with the Control Party, as holder of the Control 
Certificate.
If the Relevant Trustee shall resign, be removed or become 
incapable of continuing to act as Trustee, or if a vacancy shall occur in the 
office of the Relevant Trustee for any cause, at a time when no Indenture 
Event of Default shall have occurred and be continuing, the Control Party 
shall promptly appoint a successor Relevant Trustee or Trustees, and the 
retiring Relevant Trustee shall comply with the applicable requirements of 
Section 9.11.  If the Property Trustee or Delaware Trustee shall resign, be 
removed or become incapable of continuing to act as the Property Trustee 
or Delaware Trustee at a time when an Indenture Event of Default shall 
have occurred and be continuing, the Holders of Trust Securities, by Act 
of the Securityholders of a majority in Liquidation Amount of the Trust 
Securities then Outstanding delivered to the retiring Property Trustee or 
Delaware Trustee, shall promptly appoint a successor Property Trustee or 
Delaware Trustee, and such appointee must comply with the applicable 
requirements of Section 9.11.  If no successor Relevant Trustee shall have 
been so appointed in accordance with this Section 9.10 and accepted 
appointment in the manner required by Section 9.11, any Securityholder 
who has been a Securityholder of Trust Securities for at least six months 
may, on behalf of himself and all others similarly situated, petition any 
court of competent jurisdiction for the appointment of a successor 
Relevant Trustee.
The retiring Relevant Trustee shall give notice of each 
resignation and each removal of the Relevant Trustee, and each 
appointment of a successor Trustee to all Securityholders in the manner 
provided in Section 11.08 and shall give notice to the Control Party.  Each 
notice shall include the name of the successor Relevant Trustee and the 
address of its Corporate Trust Office if it is the Property Trustee.
Notwithstanding the foregoing or any other provision of 
this Trust Agreement, in the event any Administrative Trustee or a 
Delaware Trustee who is a natural person dies or becomes incompetent or 
incapacitated or resigns, the vacancy created by such death, incompetence 
or incapacity or resignation may be filled by (i) the unanimous act of the 
remaining Administrative Trustee or Trustees or (ii) otherwise by the 
Control Party (with the successor in each case being an individual who 
satisfies the eligibility requirement for Administrative Trustees set forth in 
Section 9.07).
Section 9.11  	Acceptance of Appointment by Successor.  
In case of the appointment hereunder of a successor Relevant Trustee, 
every such successor Relevant Trustee so appointed shall execute, 
acknowledge and deliver to the Trust and to the retiring Relevant Trustee 
an instrument accepting such appointment, and thereupon the resignation 
or removal of the retiring Relevant Trustee shall become effective and 
such successor Relevant Trustee, without any further act, deed or 
conveyance, shall become vested with all the rights, powers, trusts and 
duties of the retiring Relevant Trustee; but, on the request of the Control 
Party or the successor Relevant Trustee, such retiring Relevant Trustee 
shall, upon payment of its charges, execute and deliver an instrument 
transferring to such successor Relevant Trustee all the rights, powers and 
trusts of the retiring Relevant Trustee and shall duly assign, transfer and 
deliver to such successor Relevant Trustee all property and money held by 
such retiring Relevant Trustee hereunder.
Upon request of any such successor Relevant Trustee, the 
Trust shall execute any and all instruments for more fully and certainly 
vesting in and confirming to such successor Relevant Trustee all such 
rights, powers and trusts referred to in the preceding paragraph.
No successor Relevant Trustee shall accept its appointment 
unless at the time of such acceptance such successor Relevant Trustee 
shall be qualified and eligible under this Article.
Section 9.12  	Merger, Conversion, Consolidation or 
Succession to Business.  Any Person into which the Property Trustee, 
Delaware Trustee or any Administrative Trustee which is not a natural 
person may be merged or converted or with which it may be consolidated, 
or any Person resulting from any merger, conversion or consolidation to 
which such Relevant Trustee shall be a party, or any Person succeeding to 
all or substantially all the corporate trust business of such Relevant 
Trustee, shall be the successor of such Relevant Trustee hereunder, 
provided such Person shall be otherwise qualified and eligible under this 
Article, without the execution or filing of any paper or any further act on 
the part of any of the parties hereto.
Section 9.13  	Preferential Collection of Claims Against 
Certain Entities.  If and when the Property Trustee shall be or become a 
creditor of the Control Party, Yorkshire Finance, Yorkshire Group or the 
Trust (or any other obligor upon the Junior Subordinated Debentures or 
the Trust Securities), the Property Trustee shall be subject to the 
provisions of the Trust Indenture Act regarding the collection of claims 
against the Depositor or Trust (or any such other obligor).  For purposes 
of Sections 311(b)(4) and (6) of the Trust Indenture Act:
(a)  	"cash transaction" means any transaction in which 
full payment for goods or securities sold is made within seven days after 
delivery of the goods or securities in currency or in checks or other orders 
drawn upon banks or bankers and payable upon demand; and
(b)  	"self-liquidating paper" means any draft, bill of 
exchange, acceptance or obligation which is made, drawn, negotiated or 
incurred by the Control Party, Yorkshire Finance, Yorkshire Group or the 
Trust (or any such obligor) for the purpose of financing the purchase, 
processing, manufacturing, shipment, storage or sale of goods, wares or 
merchandise and which is secured by documents evidencing title to, 
possession of, or a lien upon, the goods, wares or merchandise or the 
receivables or proceeds arising from the sale of the goods, wares or 
merchandise previously constituting the security, provided the security is 
received by the Property Trustee simultaneously with the creation of the 
creditor relationship with the Control Party, Yorkshire Finance, Yorkshire 
Group or the Trust (or any such obligor) arising from the making, 
drawing, negotiating or incurring of the draft, bill of exchange, acceptance 
or obligation.
Section 9.14  	Reports by Property Trustee.
(a)  	Within 60 days after May 15 of each year 
commencing with May 15, 1998, if required by Section 313(a) of the 
Trust Indenture Act, the Property Trustee shall transmit a brief report 
dated as of such May 15 with respect to any of the events specified in 
such Section 313(a) that may have occurred since the later of (i) the date 
of this Trust Agreement and (ii) the preceding May 15.
(b)  	The Property Trustee shall transmit to 
Securityholders the reports required by Section 313(b) of the Trust 
Indenture Act at the times specified therein.
(c)  	Reports pursuant to this Section shall be 
transmitted in the manner and to the Persons required by Sections 313(c) 
and (d) of the Trust Indenture Act.
Section 9.15  	Reports to the Property Trustee.  The 
Control Party and the Administrative Trustees on behalf of the Trust shall 
provide to the Property Trustee such documents, reports and information 
as required by Section 314 of the Trust Indenture Act (if any) and, within 
120 days after the end of each fiscal year of the Control Party, the 
compliance certificate required by Section 314(a)(4) of the Trust 
Indenture Act in the form and in the manner required by Section 314 of 
the Trust Indenture Act.
Section 9.16  	Evidence of Compliance with Conditions 
Precedent.  Each of the Control Party and the Administrative Trustees on 
behalf of the Trust shall provide to the Property Trustee such evidence of 
compliance with any conditions precedent, if any, provided for in this 
Trust Agreement that relate to any of the matters set forth in Section 
314(c) of the Trust Indenture Act.  Any certificate or opinion required to 
be given pursuant to Section 314(c)(1) of the Trust Indenture Act shall 
comply with Section 314(e) of the Trust Indenture Act.
Section 9.17  	Number of Trustees.
(a)  	The number of Trustees shall initially be six, 
provided that the Control Party by written instrument may increase or 
decrease the number of Administrative Trustees.
(b)  	If a Trustee ceases to hold office for any reason and 
the number of Administrative Trustees is not reduced pursuant to Section 
9.17(a), or if the number of Trustees is increased pursuant to Section 
9.17(a), a vacancy shall occur.  The vacancy shall be filled with a Trustee 
appointed in accordance with Section 9.10.
(c)  	The death, resignation, retirement, removal, 
bankruptcy, incompetence or incapacity to perform the duties of a Trustee 
shall not operate to dissolve, terminate or annul the Trust.  Whenever a 
vacancy in the number of Administrative Trustees shall occur, until such 
vacancy is filled by the appointment of an Administrative Trustee in 
accordance with Section 9.10, the Administrative Trustees in office, 
regardless of their number (and notwithstanding any other provision of 
this Trust Agreement), shall have all powers granted to the Administrative 
Trustees and shall discharge the duties imposed upon the Administrative 
Trustees by this Trust Agreement.
Section 9.18  	Delegation of Power.
(a)  	Any Administrative Trustee may, by power of 
attorney consistent with applicable law, delegate to any other natural 
person over the age of 21 his or her power for the purpose of executing 
any documents contemplated in Section 2.07(A) or making any other 
governmental filing; and
(b)  	The Administrative Trustees shall have power to 
delegate from time to time to such of their number the doing of such 
things and the execution of such instruments either in the name of the 
Trust or the names of the Administrative Trustees or otherwise as the 
Administrative Trustees may deem expedient, to the extent such 
delegation is not prohibited by applicable law or contrary to the provisions 
of the Trust, as set forth herein.
(c)  	Any delegation pursuant to clauses (a) and (b) of 
this Section shall be made in such a manner as to reasonably ensure that 
neither the Trust nor any trustee hereunder is resident in the 
United Kingdom for United Kingdom tax purposes.
Section 9.19  	Enforcement of Rights of Property Trustee 
by Securityholders.  If an Event of Default occurs and is continuing, then 
the Holders of Trust Securities will rely on the enforcement by the 
Property Trustee, as the indirect holder of the Junior Subordinated 
Debentures and as direct beneficiary of the Debentures Guarantee, of its 
rights against Yorkshire Finance and Yorkshire Group.  In addition, the 
Holders of a majority in aggregate Liquidation Amount of the Trust 
Securities will have the right to direct the time, method and place of 
conducting any proceeding for any remedy available to the Property 
Trustee or to direct the exercise of any trust or power conferred upon the 
Property Trustee under this Trust Agreement, including the right to direct 
the Property Trustee to exercise the remedies available to it as the indirect 
holder of the Junior Subordinated Debentures and as direct beneficiary of 
the Debentures Guarantee, provided that such direction shall not be in 
conflict with any rule of law or with this Trust Agreement, and could not 
involve the Property Trustee in personal liability in circumstances where 
reasonable indemnity would not be adequate.  If the Property Trustee fails 
to enforce its rights under the Debentures Guarantee, a Holder of Trust 
Securities may, to the fullest extent permitted by applicable law, institute a 
legal proceeding against Yorkshire Group to enforce the Property 
Trustee's rights with respect to the Debentures Guarantee without first 
instituting any legal proceeding against or directing that action be taken by 
the Property Trustee or any other Person, including the Trust; it being 
understood and intended that no one or more of such Holders shall have 
any right in any manner whatsoever by virtue of, or by availing of, any 
provision of this Trust Agreement to affect, disturb or prejudice the rights 
of any other of such Holders or to obtain or to seek to obtain priority or 
preference over any other of such Holders or to enforce any right under 
this Trust Agreement, except in the manner herein provided and for the 
equal and ratable benefit of all such Holders.  Notwithstanding the 
foregoing, a Holder of Trust Securities may institute a legal proceeding 
directly against Yorkshire Group, without first instituting a legal 
proceeding against or requesting or directing that action be taken by the 
Property Trustee or any other Person, for enforcement of payment to such 
Holder under the Debentures Guarantee with respect to principal of or 
interest or other amounts due on the Junior Subordinated Debentures 
having a principal amount equal to the aggregate Liquidation Amount of 
the Trust Securities of such Holder on or after the due dates therefor 
specified in the Junior Subordinated Debentures.  Yorkshire Group shall 
be subrogated to all rights of the Holders of Trust Securities in respect of 
any amounts paid to such Holders by Yorkshire Group pursuant to this 
Section.  Any amount received by a Holder or any related owner from 
Yorkshire Group under the Subordinated Indenture shall reduce by such 
amount the Trust's obligations to such Holder thereunder in respect of 
which such amount was paid under the Subordinated Indenture. 
ARTICLE X	

Dissolution and Liquidation
Section 10.01  	Dissolution Upon Expiration Date.  
The Trust shall automatically dissolve on June 30, 2043 (the "Expiration 
Date") or earlier pursuant to Section 10.02.
Section 10.02  	Early Termination.  Upon the first to 
occur of any of the following events (such first occurrence, an "Early 
Termination Event"), the Trust shall be dissolved in accordance with the 
terms hereof:
(i)  	the occurrence of a Bankruptcy Event in respect of 
Yorkshire Finance, dissolution or liquidation of Yorkshire Finance, 
or the dissolution of the Trust pursuant to a judicial decree;
(ii)  	the delivery of written direction to the Property 
Trustee by the Control Party at any time to dissolve the Trust 
(which direction is optional and wholly within the discretion of the 
Control Party) and to distribute the Junior Subordinated 
Debentures to Securityholders in liquidation of the Trust as 
provided in Section 10.04; and
(iii)  	the payment at maturity or redemption of all of the 
Junior Subordinated Debentures and the consequent redemption of 
all of the Trust Securities.
Section 10.03  	Termination.  The respective 
obligations and responsibilities of the Trust and the Trustees created 
hereby shall terminate upon the latest to occur of the following:  (a) the 
distribution by the Property Trustee to Securityholders upon the 
liquidation of the Trust pursuant to Section 10.04, or upon the redemption 
of all of the Trust Securities pursuant to Section 4.02, of all amounts or 
instruments required to be distributed hereunder upon the final payment of 
the Trust Securities; (b) the payment of any expenses owed by the Trust; 
and (c) the discharge of all administrative duties of the Administrative 
Trustees, including the performance of any tax reporting obligations with 
respect to the Trust or the Securityholders.
Section 10.04  	Liquidation.
(a)  	If any Early Termination Event specified in clause 
(i) or (ii) of Section 10.02 occurs, the Trust shall be liquidated, and the 
Property Trustee shall distribute the Junior Subordinated Debentures to 
the Securityholders as provided in this Section 10.04.
(b)  	In connection with a distribution of the Junior 
Subordinated Debentures, each Holder of Trust Securities shall be entitled 
to receive, after the satisfaction (whether by payment or reasonable 
provision for payment) of liabilities to creditors of the Trust (as evidenced 
by a certificate of the Administrative Trustees), a Like Amount of Junior 
Subordinated Debentures.  Notice of liquidation shall be given by the 
Trustees by first-class mail, postage prepaid, mailed not later than 30 nor 
more than 60 days prior to the Liquidation Date to the Holders thereof as 
they appear on the Securities Register on the relevant record date which, 
as long as the Trust Securities are represented by Book-Entry Trust 
Securities Certificates, shall be one Business Day prior to the Liquidation 
Date or, in the event that the Trust Securities are not so represented, such 
relevant record date shall be the close of business on the fifteenth calendar 
day prior to the Liquidation Date.  All notices of liquidation shall:
(i)  	state the Liquidation Date;
(ii)  	state that from and after the Liquidation Date, the 
Trust Securities will no longer be deemed to be Outstanding and 
any Trust Securities Certificates not surrendered for exchange will 
be deemed to represent a Like Amount of Junior Subordinated 
Debentures; and
(iii)  	provide such information with respect to the 
mechanics by which Holders may exchange Trust Securities 
Certificates for Junior Subordinated Debentures as the 
Administrative Trustees or the Property Trustee shall deem 
appropriate.
(c)  	In order to effect the liquidation of the Trust and 
distribution of the Junior Subordinated Debentures to Securityholders, the 
Property Trustee shall establish such procedures as it shall deem 
appropriate to effect the distribution of Junior Subordinated Debentures in 
exchange for the Outstanding Trust Securities Certificates.
(d)  	After the Liquidation Date, (i) the Trust Securities 
will no longer be deemed to be Outstanding and the Guarantee will be 
discharged, (ii) certificates representing a Like Amount of Junior 
Subordinated Debentures will be issued to Holders of Trust Securities 
Certificates, upon surrender of such certificates to the Administrative 
Trustees or their agent for exchange, (iii) any Trust Securities Certificates 
not so surrendered for exchange will be deemed to represent a Like 
Amount of Junior Subordinated Debentures, accruing interest at the rate 
provided for in the Junior Subordinated Debentures from the last 
Distribution Date on which a Distribution was made on such Trust 
Certificates until such certificates are so surrendered (and until such 
certificates are so surrendered, no payments of interest or principal will be 
made to Holders of Trust Securities Certificates with respect to such 
Junior Subordinated Debentures) and (iv) all rights of Securityholders 
holding Trust Securities will cease, except the right of such 
Securityholders to receive Junior Subordinated Debentures upon 
surrender of Trust Securities Certificates.
(e)  	Yorkshire Group will use its reasonable efforts to 
cause the Junior Subordinated Debentures that are distributed in exchange 
for the Trust Securities to be listed on such securities exchange as the 
Trust Securities are then listed.  The Clearing Agency, as the initial record 
holder of the Trust Securities, will receive global book-entry interests 
representing a 100% beneficial interest in the Junior Subordinated 
Debentures to be delivered upon such distribution, or, if any Trust 
Securities are not held by the Clearing Agency, the Definitive Trust 
Securities Certificates representing the Trust Securities will be deemed to 
represent book-entry interests representing the Junior Subordinated 
Debentures having a principal amount equal to the Liquidation Amount of 
such Trust Securities, and bearing accrued and unpaid interest in an 
amount equal to the accrued and unpaid Distributions on the Trust 
Securities until such certificates are presented to Yorkshire Finance or its 
agent for transfer or reissuance.
Section 10.05  	Bankruptcy.  If an Early 
Termination Event specified in clause (i) of Section 10.02 has occurred, 
the Trust shall be dissolved and liquidated.  The Property Trustee shall 
distribute a Like Amount of the Junior Subordinated Debentures to the 
Securityholders as provided in Section 10.04, unless such distribution is 
determined by the Administrative Trustees not to be practical, in which 
event the Holders will be entitled to receive, out of the assets of the Trust 
available for distribution to Securityholders after satisfaction of liabilities 
to creditors, an amount equal to the Liquidation Amount per Trust 
Security plus accumulated and unpaid Distributions thereon to the date of 
payment (such amount being the "Liquidation Distribution").  If such 
Liquidation Distribution can be paid only in part because the Trust has 
insufficient assets available to pay in full the aggregate Liquidation 
Distribution, then the amounts payable directly by the Trust on the Trust 
Securities shall be paid on a pro rata basis in proportion to the full 
Liquidated Distribution for which the Trust Securities would be entitled.
ARTICLE XI	

Miscellaneous Provisions
Section 11.01  	Expense Agreement.  The US 
Affiliates, contemporaneously with the execution and delivery of this 
Trust Agreement, shall execute and deliver the Expense Agreement.
Section 11.02  	Limitation of Rights of 
Securityholders.  The death, incapacity, dissolution, bankruptcy or 
termination of any Person having an interest, beneficial or otherwise, in a 
Trust Security shall not operate to terminate this Trust Agreement, nor 
dissolve, terminate or annul the Trust (other than as contemplated by 
Section 10.02), nor entitle the legal representatives or heirs of such Person 
or any Securityholder for such Person, to claim an accounting, take any 
action or bring any proceeding in and for a partition or winding up of the 
arrangements contemplated hereby, nor otherwise affect the rights, 
obligations and liabilities of the parties hereto or any of them.
Section 11.03  	Amendment.
(a)  	This Trust Agreement may be amended from time 
to time by the Trustees, the Control Party and the Depositor, without the 
consent of any Securityholders, (i) to cure any ambiguity, correct or 
supplement any provision herein that may be inconsistent with any other 
provision herein, or to make any other provisions with respect to matters 
or questions arising under this Trust Agreement that shall not be 
inconsistent with the other provisions of this Trust Agreement; (ii) to 
modify, eliminate or add to any provisions of this Trust Agreement to 
such extent as shall be necessary to ensure that (A) the Trust will be 
classified for United States federal income tax purposes as a grantor trust 
at all times that any Trust Securities are Outstanding, (B) the beneficiaries 
of the Trust will be fully entitled to the underlying income of the Trust as 
it arises and the Trust will not be classified as a company, in either case, 
for purposes of United Kingdom tax law, (C) neither the Trust, the 
Control Party nor Yorkshire Finance will be required to register as an 
"investment company" under the Investment Company Act or (D) 
Yorkshire Finance will not be classified as an association or a publicly 
traded partnership taxable as a corporation for United States federal 
income tax purposes; or (iii) to effect the acceptance of appointment by a 
successor Property Trustee provided, however, that, except in the case of 
clause (ii), such action shall not adversely affect in any material respect the 
interests of any Securityholder, and, in the case of clause (i), any such 
amendment of this Trust Agreement shall become effective when notice 
thereof is given to the Securityholders.
(b)  	Except as provided in Section 11.03(c) hereof, any 
provision in this Trust Agreement may be amended by the Trust or the 
Trustees with (i) the consent of Trust Securityholders representing not 
less than 66-2/3% in aggregate Liquidation Amount of the Trust 
Securities then Outstanding and (ii) receipt by the Trustees of an Opinion 
of Counsel to the effect that such amendment or the exercise of any power 
granted to the Trustees in accordance with such amendment will not (A) 
affect the Trust's status as a grantor trust for United States federal income 
tax purposes, (B) affect the Trust's, Yorkshire Finance's or the Control 
Party's exemption from the Investment Company Act, (C) cause the Trust 
to be treated as a company or the beneficiaries of the Trust not to be fully 
entitled to the underlying income of the Trust as it arises, in either case, 
for purposes of United Kingdom tax law or (D) affect Yorkshire Finance's 
status as a partnership for United States federal income tax purposes.
(c)  	In addition to and notwithstanding any other 
provision in this Trust Agreement, without the consent of each affected 
Securityholder (such consent being obtained in accordance with Section 
7.03 or 7.06 hereof), this Trust Agreement may not be amended to (i) 
change the amount or timing of any Distribution on the Trust Securities or 
otherwise adversely affect the amount of any Distribution required to be 
made in respect of the Trust Securities as of a specified date, (ii) restrict 
the right of a Securityholder to institute suit for the enforcement of any 
such payment on or after such date or (iii) change the consent required 
pursuant to this Section 11.03.
(d)  	Notwithstanding any other provisions of this Trust 
Agreement, the Trustees shall not enter into or consent to any amendment 
or modification to this Trust Agreement which would cause (i) the Trust 
to be classified as other than a grantor trust for United States federal 
income tax purposes, (ii) the Trust to be classified as a company or the 
beneficiaries of the Trust not to be fully entitled to the underlying income 
of the Trust as it arises, in either case, for purposes of United Kingdom 
tax law, (iii) the Trust, Yorkshire Finance or the Control Party to be 
required to register as an "investment company" under the Investment 
Company Act or (iv) Yorkshire Finance to be classified as an association 
or a publicly traded partnership taxable as a corporation for United States 
federal income tax purposes.
(e)  	Without the consent of the Depositor or the 
Control Party, this Trust Agreement may not be amended in a manner 
which imposes any additional obligation on the Depositor or the Control 
Party, respectively.  In executing any amendment permitted by this Trust 
Agreement, the Trustees shall be entitled to receive, and (subject to 
Section 9.01) shall be fully protected in relying upon, an Opinion of 
Counsel stating that the execution of such amendment is authorized or 
permitted by this Trust Agreement.  Any Trustee may, but shall not be 
obligated to, enter into any such amendment which affects such Trustee's 
own rights, duties, immunities or liabilities under this Trust Agreement or 
otherwise.
(f)  	In the event that any amendment to this Trust 
Agreement is made, the Administrative Trustees shall promptly provide to 
the Depositor and the Control Party a copy of such amendment.
Section 11.04  	Separability.  In case any provision 
in this Trust Agreement or in the Trust Securities Certificates shall be 
invalid, illegal or unenforceable, the validity, legality and enforceability of 
the remaining provisions shall not in any way be affected or impaired 
thereby.
Section 11.05  	Governing Law.  THIS TRUST 
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH 
OF THE SECURITYHOLDERS, THE TRUST, THE DEPOSITOR, 
THE CONTROL PARTY AND THE TRUSTEES WITH RESPECT TO 
THIS TRUST AGREEMENT AND THE TRUST SECURITIES AND 
THE CONTROL CERTIFICATE SHALL BE CONSTRUED IN 
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL 
LAWS OF THE STATE OF DELAWARE.
Section 11.06  	Successors
 .  This Trust Agreement shall be binding upon and shall inure to the 
benefit of any successor to both the Trust and the Trustees, including any 
successor by operation of law.
Section 11.07  	Headings.  The Article and Section 
headings are for convenience only and shall not affect the construction of this 
Trust Agreement.
Section 11.08  	Notice and Demand.  Any notice, 
demand or other communication which by any provision of this Trust 
Agreement is required or permitted to be given or served to or upon any 
Securityholder, the Control Party, or the Depositor may be given or 
served in writing by deposit thereof, first-class postage prepaid, in the 
United States mail, hand delivery or facsimile transmission, in each case, 
addressed, (i) in the case of a Trust Securityholder, to such Trust 
Securityholder as such Securityholder's name and address appear on the 
Securities Register, (ii) in the case of the Control Party, to Yorkshire 
Cayman, c/o AEP Resources, Inc., 1 Riverside Plaza, Columbus, Ohio 
43215, and (iii) in the case of the Depositor, to AEP Resources, Inc., 1 
Riverside Plaza, Columbus, Ohio 43215.  Such notice, demand or other 
communication to or upon a Securityholder shall be deemed to have been 
sufficiently given or made, for all purposes, upon hand delivery, mailing or 
transmission.
Any notice, demand or other communication which by any 
provision of this Trust Agreement is required or permitted to be given or 
served to or upon the Trust or the Trustees shall be given in writing 
addressed (until another address is published by the Trust) as follows:  (i) 
with respect to the Property Trustee and the Delaware Trustee, The Bank 
of New York, 101 Barclay Street, New York, New York 10286; and (ii) 
with respect to the Administrative Trustees, to them at the address above 
for notices to the Control Party, marked Attention: Administrative 
Trustees of Yorkshire Capital Trust I c/o Secretary.  Such notice, demand 
or other communication to or upon the Trust or the Trustees shall be 
deemed to have been sufficiently given or made only upon actual receipt 
of the writing by the applicable Trustee.
Section 11.09  	Agreement Not to Petition.  Each of 
the Trustees, the Control Party and the Depositor agrees for the benefit of 
the Securityholders that, until at least one year and one day after the Trust 
has been terminated in accordance with Article X, it shall not file, or join 
in the filing of, a petition against the Trust under any bankruptcy, 
reorganization, arrangement, insolvency, liquidation or other similar law 
(including, without limitation, the United States Bankruptcy Code) 
(collectively, "Bankruptcy Laws") or otherwise join in the commencement 
of any proceeding against the Trust under any Bankruptcy Law.  In the 
event the Depositor or the Control Party takes action in violation of this 
Section 11.09, the Property Trustee agrees, for the benefit of 
Securityholders, that it shall file an answer with the bankruptcy court or 
otherwise properly contest the filing of such petition by the Depositor or 
the Control Party against the Trust or the commencement of such action 
and raise the defense that the Depositor or the Control Party has agreed in 
writing not to take such action and should be stopped and precluded 
therefrom and such other defenses, if any, as counsel for the Trustees or 
the Trust may assert.  The provisions of this Section 11.09 shall survive 
the termination of this Trust Agreement.
Section 11.10  	Conflict with Trust Indenture Act.
(a)  	This Trust Agreement is subject to the provisions of 
the Trust Indenture Act that are required to be part of this Trustee 
Agreement and shall, to the extent applicable, be governed by such 
provisions.
(b)  	The Property Trustee shall be the only Trustee which 
is a Trustee for the purposes of the Trust Indenture Act.
(c)  	If any provision hereof limits, qualifies or conflicts 
with another provision hereof which is required to be included in this Trust 
Agreement by any of the provisions of the Trust Indenture Act, such required 
provision shall control.
(d)  	The application of the Trust Indenture Act to this 
Trust Agreement shall not affect the nature of the Trust Securities as equity 
securities representing vested, concurrent undivided beneficial interests in
the underlying income and assets of the Trust.
THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR 
ANY INTEREST THEREIN BY OR ON BEHALF OF A 
SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT 
ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, 
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY 
THE SECURITYHOLDER AND ALL OTHERS HAVING A 
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE 
TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND 
AGREEMENT TO THE SUBORDINATION PROVISIONS AND 
OTHER TERMS OF THE GUARANTEE AND THE 
SUBORDINATED INDENTURE AND THE AGREEMENT OF THE 
TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT 
THOSE TERMS AND PROVISIONS SHALL BE BINDING, 
OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND 
SUCH SECURITYHOLDER AND SUCH OTHERS.
Section 11.11  	Agreed Upon Tax Treatment.  The 
Trust and, by acceptance of a beneficial interest in a Trust Security, the 
Securityholders agree to treat the Junior Subordinated Debentures as 
indebtedness of Yorkshire Finance for all United States federal income tax 
purposes.



IN WITNESS WHEREOF, the parties hereto have 
executed this Trust Agreement or have caused this Trust Agreement to be 
executed on their behalf, all as of the day and year first above written.
YORKSHIRE CAYMAN 
HOLDING LIMITED,
	as Control Party
By: 		
Title:		
AEP RESOURCES, INC.,
	as Depositor
By: 		
Title:		
THE BANK OF NEW 
YORK,
	as Property Trustee
By: 		
Title: 		
THE BANK OF NEW 
YORK (DELAWARE),
	as Delaware Trustee
By: 		
Title: 		
_______________________________
	________________________
____________
  Jeffrey D. Cross, 				  Stephan T. Haynes, 
  as Administrative Trustee			  as Administrative Trustee

_______________________________
	________________________
____________
  Brian P. Jackson, 				  Teresa S. Madden,
  as Administrative Trustee			  as Administrative Truste

EXHIBIT A
THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS 
PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN
Control Certificate
of
Yorkshire Capital Trust I
With respect to Yorkshire Capital Trust I, a statutory 
business trust created under the laws of the State of Delaware (the 
"Trust"), by the execution of that certain Trust Agreement, dated as of 
February 1, 1998, as the same may be amended and restated from time to 
time (the "Trust Agreement") among AEP Resources, Inc., as Depositor, 
Stephan T. Haynes, as Administrative Trustee, The Bank of New York, as 
Property Trustee, and The Bank of New York (Delaware), as Delaware 
Trustee, the Trust hereby issues this Control Certificate to 
________________________.  The designations, rights, privileges, 
restrictions, preferences of the holder of this Control Certificate and other 
terms and provisions of the Control Certificate are set forth in, and shall in 
all respects be subject to the terms and provisions of, the Trust 
Agreement.  The Trust will furnish a copy of the Trust Agreement to the 
Holder without charge upon written request to the Trust at its principal 
place of business.
Upon receipt of this Control Certificate, the holder hereof is 
bound by the Trust Agreement and is entitled to the benefits thereunder.  
Receipt of this Control Certificate will not bestow on the holder hereof any 
economic or financial interest or obligation with respect to the Trust.
IN WITNESS WHEREOF, the Trust has executed this 
Control Certificate this ____ day of ________, 19__.
YORKSHIRE CAPITAL TRUST I
By:  AEP RESOURCES, INC.,
       as Depositor
By:  _________________________
___________
	Title:

AGREED AND ACCEPTED:

_____________________________
    as holder of the Control Certificate


By:_____________________________
Title:____________________________

EXHIBIT B
AGREEMENT AS TO EXPENSES AND LIABILITIES
THIS AGREEMENT AS TO EXPENSES AND 
LIABILITIES (this "Agreement") is made as of June 1, 1998, among AEP 
Resources, Inc., an Ohio Company ("AEP"), and New Century 
International, Inc., a Delaware Company ("NCI" and together with AEP, 
the "U.S. Affiliates"), and Yorkshire Capital Trust I, a Delaware business 
trust (the "Trust").
WHEREAS, the Trust intends to purchase Junior 
Subordinated Debentures from Yorkshire Power Finance Limited, a 
company with limited liability incorporated under the laws of the Cayman 
Islands and an indirect, wholly-owned subsidiary of the U.S. Affiliates, 
and to issue and sell Yorkshire Capital Trust I ___% Trust Securities (the 
"Trust Securities") with such powers, preferences and special rights and 
restrictions as are set forth in the Amended and Restated Trust Agreement 
dated as of June 1, 1998 as the same may be amended from time to time 
(the "Trust Agreement"); and
WHEREAS, Yorkshire Power Group Limited, a private 
limited company incorporated under the laws of England and Wales and a 
wholly-owned subsidiary of the U.S. Affiliates ("Yorkshire Group") is the 
guarantor of the Junior Subordinated Debentures.
NOW, THEREFORE, in consideration of the purchase by 
each holder of the Trust Securities, which purchase the U.S. Affiliates 
hereby agree shall benefit the U.S. Affiliates and which purchase the U.S. 
Affiliates acknowledge will be made in reliance upon the execution and 
delivery of this Agreement, the U.S. Affiliates and the Trust hereby agree 
as follows:
ARTICLE I

Section 1.01.	Guarantee by the U.S. Affiliates.  Subject to 
the terms and conditions hereof, the U.S. Affiliates hereby irrevocably and 
unconditionally guarantee to each person or entity to whom the Trust is 
now or hereafter becomes indebted or liable (the "Beneficiaries") the full 
payment, when and as due, of any and all Obligations (as hereinafter 
defined) to such Beneficiaries.  As used herein, "Obligations" means any 
indebtedness, expenses or liabilities of the Trust, other than obligations of 
the Trust to pay to holders of any Trust Securities or other similar 
interests in the Trust the amounts due such holders pursuant to the terms 
of the Trust Securities or such other similar interests, as the case may be.  
Further, the term "Obligations" includes, but is not limited to, certain 
expenses which are described under Sections 2.03, 2.07(A), 2.07(B), 
2.07(D), 4.04, 7.01(b) and 9.06 of the Trust Agreement and Section 3.03 
of the Guarantee (as defined in the Trust Agreement).  This Agreement is 
intended to be for the benefit of, and to be enforceable by, all such 
Beneficiaries, whether or not such Beneficiaries have received notice 
hereof.  The U.S. Affiliates shall make no claim and shall not be entitled to 
any claim upon the Trust Property (as defined in the Trust Agreement) for 
the payment of the Obligations.
Section 1.02.	Term of Agreement.  This Agreement shall 
terminate and be of no further force and effect upon the date on which 
there are no Beneficiaries remaining; provided, however, that this 
Agreement shall continue to be effective or shall be reinstated, as the case 
may be, if at any time any holder of Trust Securities or any Beneficiary 
must restore payment of any sums paid under the Trust Securities, under 
any Obligation, under the Trust Securities Guarantee Agreement dated the 
date hereof by Yorkshire Group and The Bank of New York, as guarantee 
trustee, or under this Agreement for any reason whatsoever.  This 
Agreement is continuing, irrevocable, unconditional and absolute.
Section 1.03.	Waiver of Notice.  The U.S. Affiliates 
hereby waive notice of acceptance of this Agreement and of any 
Obligation to which it applies or may apply, and the U.S. Affiliates hereby 
waive presentment, demand for payment, protest, notice of nonpayment, 
notice of dishonor, notice of redemption and all other notices and 
demands.
Section 1.04.	No Impairment.  The obligations, 
covenants, agreements and duties of the U.S. Affiliates under this 
Agreement shall in no way be affected or impaired by reason of the 
happening from time to time of any of the following:
(a)	the extension of time for the payment by the Trust 
of all or any portion of the Obligations or for the performance of any other 
obligation under, arising out of, or in connection with, the Obligations;

(b)	any failure, omission, delay or lack of diligence on 
the part of the Beneficiaries to enforce, assert or exercise any right, 
privilege, power or remedy conferred on the Beneficiaries with respect to 
the Obligations or any action on the part of the Trust granting indulgence 
or extension of any kind; or

(c)	the voluntary or involuntary liquidation, 
dissolution, sale of any collateral, receivership, insolvency, bankruptcy, 
assignment for the benefit of creditors, reorganization, arrangement, 
composition or readjustment of debt of, or other similar proceedings 
affecting, the Trust or any of the assets of the Trust.
There shall be no obligation of the Beneficiaries to give notice to, or 
obtain the consent of, the U.S. Affiliates with respect to the happening of 
any of the foregoing.
Section 1.05.	Enforcement.  A Beneficiary may enforce 
this Agreement directly against the U.S. Affiliates and the U.S. Affiliates 
waive any right or remedy to require that any action be brought against 
the Trust or any other person or entity before proceeding against the U.S. 
Affiliates.
ARTICLE II

Section 2.01.	Binding Effect.  All guarantees and 
agreements contained in this Agreement shall bind the successors, assigns, 
receivers, trustees and representatives of the U.S. Affiliates and shall inure 
to the benefit of the Beneficiaries.
Section 2.02.	Amendment; Assignment; Consolidation, 
etc.  So long as there remains any Beneficiary or any Trust Securities of 
any series are Outstanding, this Agreement shall not be modified or 
amended in any manner adverse to such Beneficiary or to the holders of 
the Trust Securities Upon any consolidation by Yorkshire Group with or 
merger of Yorkshire Group into any other corporation, or conveyance or 
other transfer or lease of properties and assets of Yorkshire Group 
substantially as an entirety to any Person, within the meaning of and as 
permitted by the Subordinated Indenture (as defined in the Trust 
Agreement), the U.S. Affiliates shall assign all of their rights and 
obligations under this Agreement to such successor corporation or any 
other Person or Persons (as defined in the Trust Agreement) that owns, 
directly or indirectly, all of the outstanding ownership interests in such 
successor corporation, provided that such successor corporation or 
Person or Persons expressly assumes, pursuant to an appropriate 
instrument executed and delivered by such successor corporation or 
Person or Persons, such rights and obligations.  Neither of the U.S. 
Affiliates shall consolidate with or merge into any other corporation, or 
convey or otherwise transfer or lease its properties and assets substantially 
as an entirety to any Person, unless (a) the corporation formed by such 
consolidation or into which such U.S. Affiliate is merged or the Person 
that acquires by conveyance or transfer, or that leases, the properties and 
assets of such U.S. Affiliate substantially as an entirety (a "successor 
corporation") shall expressly assume, pursuant to an appropriate 
instrument executed and delivered by such successor corporation, the full 
payment, when and as due, of any and all Obligations and (b) immediately 
after giving effect to such transaction, no default on the payment of 
Obligations hereunder shall have happened and be continuing.
Section 2.03.	Apportionment of Obligations.  AEP and 
NCI shall each be liable for 50% of the Obligations which are incurred by 
the Trust.  The Trust shall promptly submit copies of all invoices received 
to both AEP and NCI at their respective addresses listed in Section 2.04 
hereof.
Section 2.04.	Notices.  Any notice, request or other 
communication required or permitted to be given hereunder shall be given 
in writing by delivering the same against receipt therefor by facsimile 
transmission (confirmed by mail), telex or by registered or certified mail, 
addressed as follows (and if so given, shall be deemed given when mailed 
or upon receipt of an answer-back, if sent by telex), to-wit:
		Yorkshire Capital Trust I:
		c/o The Bank of New York
		101 Barclay Street
		New York, New York 10286
		Facsimile No.: (212) 815-4701
		Attention:	Corporate Trust Department
				

		The U.S. Affiliates:
		AEP Resources, Inc.
		c/o American Electric Power Service Corporation
		1 Riverside Plaza
		Columbus, Ohio 43215
		Facsimile No.: (614) 223-2807
		Attention:  Corporate Finance Director

			and

		New Century International, Inc.
		c/o New Century Energies, Inc.
		1225 Seventeenth Street
		Denver, Colorado 80502
		Facsimile No.: (303) 294-2976
		Attention:  Controller


Section 2.05.  THIS AGREEMENT SHALL BE 
GOVERNED BY AND CONSTRUED AND INTERPRETED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


THIS AGREEMENT is executed as of the date and year 
first above written.

AEP RESOURCES, INC.


By:			
			

Title:			
			


NEW CENTURY 
INTERNATIONAL, INC.


By:			
			

Title:			
			


YORKSHIRE CAPITAL 
TRUST I


By:			
			
	_________________
________, as
	Administrative 
Trustee


EXHIBIT C


UNLESS THIS CERTIFICATE IS PRESENTED BY AN 
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST 
COMPANY, A NEW YORK CORPORATION ("DTC"), TO 
YORKSHIRE CAPITAL TRUST I OR ITS AGENT FOR 
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, 
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME 
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED 
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY 
PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY 
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR 
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 
INASMUCH AS THE REGISTERED OWNER THEREOF, CEDE & 
CO., HAS AN INTEREST HEREIN.
	Certificate Number

	P-1
	Number of Trust Securities
	_________
	CUSIP NO. ____________

Certificate Evidencing Trust Securities

of

Yorkshire Capital Trust I

___% Trust Securities
(Liquidation Amount $25 Per Trust Security)

Yorkshire Capital Trust I, a statutory business trust created 
under the laws of the State of Delaware (the "Trust"), hereby certifies that 
Cede & Co. (the "Holder") is the registered owner of _______ MILLION 
(_______) Trust Securities of the Trust representing vested, concurrent 
undivided beneficial interests in the income and assets of the Trust and 
designated Yorkshire Capital Trust I ___% Trust Securities (liquidation 
amount $25 per Trust Security) (the "Trust Securities").  The Trust 
Securities are transferable on the books and records of the Trust, in 
person or by a duly authorized attorney, upon surrender of this certificate 
duly endorsed and in proper form for transfer as provided in Section 5.04 
of the Trust Agreement (as defined below).  The designations, rights, 
privileges, restrictions, preferences and other terms and provisions of the 
Trust Securities are set forth in, and this certificate and the Trust 
Securities represented hereby are issued and shall in all respects be subject 
to the terms and provisions of, the Amended and Restated Trust 
Agreement of the Trust, dated as of June 1, 1998, as the same may be 
amended from time to time (the "Trust Agreement"), including the 
designation of the terms of Trust Securities as set forth therein.  The 
holder of this certificate is entitled to the benefits of a guarantee by 
Yorkshire Power Group Limited, a private limited company incorporated 
under the laws of England and Wales ("Yorkshire Group"), pursuant to a 
Trust Securities Guarantee Agreement between Yorkshire Group and The 
Bank of New York, as guarantee trustee, dated as of June 1, 1998, as the 
same may be amended from time to time (the "Guarantee"), to the extent 
provided therein.  The Trust will furnish a copy of the Trust Agreement 
and the Guarantee to the holder of this certificate without charge upon 
written request to the Trust at its principal place of business.
Upon receipt of this certificate, the holder of this certificate 
is bound by the Trust Agreement and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, the Administrative Trustees of 
the Trust have executed this certificate this ____ day of _____________, 
19__.

YORKSHIRE CAPITAL 
TRUST I


By:			
			
	
	as Administrative 
Trustee




CERTIFICATE OF AUTHENTICATION

This is one of the Trust Securities referred to in the within-mentioned 
Trust Agreement.
			
			
as Property Trustee
Dated:  _______________

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust 
Security to:

	

	

	

	

(Insert assignee's social security or tax identification number)
	

	

	

(Insert address and zip code of assignee)
and irrevocably appoints
	

	

	

agent to transfer this Trust Securities Certificate on the books of the Trust.  
The agent may substitute another to act for him or her.

Date:								

Signature:							

(Sign exactly as your name appears on the other side of this Trust Securities 
Certificate)

Signature Guaranty		
Signatures must be guaranteed by an "eligible guarantor institution" 
meeting the requirements of the Securities Registrar, which requirements 
include membership or participation in the Security Transfer Agent 
Medallion Program ("STAMP") or such other "signature guarantee 
program" as may be determined by the Securities Registrar in addition to, 
or in substitution for, STAMP, all in accordance with the Securities 
Exchange Act of 1934, as amended.

EXHIBIT 4.6

YORKSHIRE CAPITAL TRUST I
AMENDED AND RESTATED
TRUST AGREEMENT
among
AEP RESOURCES, INC., as Depositor,
YORKSHIRE CAYMAN HOLDING LIMITED, as Control Party,
THE BANK OF NEW YORK, as Property Trustee,
THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee,
and
JEFFREY D. CROSS, STEPHAN T. HAYNES, BRIAN P. JACKSON AND 
TERESA S. MADDEN,
as Administrative Trustees
Dated as of June 1, 1998

YORKSHIRE CAPITAL TRUST I
Certain Sections of this Trust Agreement relating to
Sections 310 through 318(a) of the Trust Indenture Act of 1939:
	Trust Indenture Act Section	Trust Agreement Section

Section 310(a)(1)	9.07
	(a)(2)	9.07
	(a)(3)	9.09
	(a)(4)	2.07(b)
	(b)	9.08
Section 311(a)	9.13
	(b)	9.13
Section 312(a)	5.07
	(b)	5.07
	(c)	5.07
Section 313(a)	9.14(a)
	(a)(4)	9.14(b)
	(b)	9.14(b)
	(c)	9.14(c)
	(d)	9.14(c)
Section 314(a)	9.15
	(b)	Not Applicable
	(c)(1)	9.15, 9.16
	(c)(2)	9.16
	(c)(3)	9.16
	(d)	Not Applicable
	(e)	9.16
Section 315(a)	9.01(a), 9.03(i)
	(b)	9.02, 9.14(b)
	(c)	9.01(a)
	(d)	9.01, 9.03
	(e)	Not Applicable
Section 316(a)	Not Applicable
	(a)(1)(A)	9.19
	(a)(1)(B)	9.19
	(a)(2)	Not Applicable
	(b)	Not Applicable
	(c)	Not Applicable
Section 317(a)(1)	Not Applicable
	(a)(2)	Not Applicable
	(b)	5.09
Section 318(a)	11.10

						

	Note:  This Cross-Reference Table does not constitute part of the 
Trust Agreement and shall not affect the interpretation of any of its terms 
and provisions

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS	2
Section 1.01   Definitions	2
ARTICLE II ESTABLISHMENT OF THE TRUST	10
Section 2.01   Name	10
Section 2.02   Offices of the Trustees; Principal Place of Business	10
Section 2.03   Initial Contribution of Trust Property; 
Organizational Expenses	11
Section 2.04   Issuance of the Trust Securities	11
Section 2.05   Subscription and Purchase of Junior Subordinated 
Debentures	11
Section 2.06   Declaration of Trust	11
Section 2.07   Authorization to Enter into Certain Transactions	12
Section 2.08   Assets of Trust	16
Section 2.09   Title to Trust Property	16
Section 2.10   Mergers and Consolidations of the Trust	17
Section 2.11   Ratification of Certain Actions..	18
ARTICLE III PAYMENT ACCOUNT	18
Section 3.01   Payment Account.	18
ARTICLE IV DISTRIBUTIONS; REDEMPTION	19
Section 4.01   Distributions.	19
Section 4.02   Redemption.	20
Section 4.03   Payment Procedures	22
Section 4.04   Tax Returns and Reports	22
ARTICLE V TRUST SECURITIES CERTIFICATES	22
Section 5.01   Initial Ownership	22
Section 5.02   The Trust Securities Certificates	22
Section 5.03   Authentication of Trust Securities Certificates	23
Section 5.04   Registration of Transfer and Exchange of Trust 
Securities Certificates	23
Section 5.05   Mutilated, Destroyed, Lost or Stolen Trust 
Securities Certificates	24
Section 5.06   Persons Deemed Securityholders	24
Section 5.07   Access to List of Securityholders' Names and 
Addresses	24
Section 5.08   Maintenance of Office or Agency	25
Section 5.09   Appointment of Paying Agent	25
Section 5.10   Book-Entry Trust Securities Certificates	26
Section 5.11   Notices to Clearing Agency	26
Section 5.12   Definitive Trust Securities Certificates	27
Section 5.13   Rights of Securityholders	27
ARTICLE VI CONTROL CERTIFICATE	28
Section 6.01   Ownership of Control Certificate	28
Section 6.02   Transfer of Control Certificate.  Upon a transfer of 
the Control Certificate in accordance with 
Section 6.01:	28
Section 6.03   No Economic Interest in the Trust.	28
Section 6.04   Certain Duties and Responsibilities	29
ARTICLE VII ACTS OF SECURITYHOLDERS; MEETINGS; 
VOTING	29
Section 7.01   Limitations on Voting Rights.	29
Section 7.02   Notice of Meetings	30
Section 7.03   Meetings of Securityholders	30
Section 7.04   Voting Rights	31
Section 7.05   Proxies, etc.	31
Section 7.06   Securityholder Action by Written Consent.	31
Section 7.07   Record Date for Voting and Other Purposes	31
Section 7.08   Acts of Securityholders	31
Section 7.09   Inspection of Records	32
ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF THE 
PROPERTY TRUSTEE AND DELAWARE 
TRUSTEE	32
Section 8.01   Representations and Warranties of Property Trustee	32
Section 8.02   Representations and Warranties of Delaware 
Trustee	33
ARTICLE IX THE TRUSTEES	34
Section 9.01   Certain Duties and Responsibilities.	34
Section 9.02   Notice of Defaults and Extension Periods	34
Section 9.03   Certain Rights of Property Trustee	35
Section 9.04   Not Responsible for Recitals or Issuance of 
Securities	36
Section 9.05   May Hold Securities	36
Section 9.06   Compensation; Fees; Indemnity.	36
Section 9.07   Trustees Required; Eligibility.	37
Section 9.08   Conflicting Interests	37
Section 9.09   Co-Trustees and Separate Trustee	37
Section 9.10   Resignation and Removal; Appointment of 
Successor	39
Section 9.11   Acceptance of Appointment by Successor	40
Section 9.12   Merger, Conversion, Consolidation or Succession 
to Business	41
Section 9.13   Preferential Collection of Claims Against Certain 
Entities	41
Section 9.14   Reports by Property Trustee.	41
Section 9.15   Reports to the Property Trustee	42
Section 9.16   Evidence of Compliance with Conditions Precedent	42
Section 9.17   Number of Trustees.	42
Section 9.18   Delegation of Power.	42
Section 9.19   Enforcement of Rights of Property Trustee by 
Securityholders	43
ARTICLE X DISSOLUTION AND LIQUIDATION	44
Section 10.01   Dissolution Upon Expiration Date	44
Section 10.02   Early Termination	44
Section 10.03   Termination	44
Section 10.04   Liquidation.	44
Section 10.05   Bankruptcy	46
ARTICLE XI MISCELLANEOUS PROVISIONS	46
Section 11.01   Expense Agreement	46
Section 11.02   Limitation of Rights of Securityholders	46
Section 11.03   Amendment.	46
Section 11.04   Separability	48
Section 11.05   Governing Law	48
Section 11.06   Successors	48
Section 11.07   Headings	48
Section 11.08   Notice and Demand	48
Section 11.09   Agreement Not to Petition	49
Section 11.10   Conflict with Trust Indenture Act.	49
Section 11.11   Agreed Upon Tax Treatment.	50


EXHIBIT A		Form of Control Certificate
EXHIBIT B		Form of Expense Agreement
EXHIBIT C		Form of Trust Securities Certificate

 

 
 
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129699.2
EXHIBIT A - PAGE 1
131027.9
B-6
131027.9
EXHIBIT B - PAGE 1
131027.9

C-4
131027.9
EXHIBIT C - PAGE 1
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iii
131027.9

i
131027.9


TRUST SECURITIES GUARANTEE AGREEMENT


Between


Yorkshire Power Group Limited 

(as Guarantor)


and


The Bank of New York

(as Trustee)


dated as of


June 1, 1998

	CROSS-REFERENCE TABLE 

Section of
Trust Indenture Act
of 1939, as amended
	Section of
	Guarantee 
	Agreement
 
310(a)	4.01(a)
310(b)	4.01(c), 2.08
310(c)	Inapplicable
311(a)	2.02(b)
311(b)	2.02(b)
311(c)	Inapplicable
312(a)	2.02(a)
312(b)	2.02(b)
313	2.03
314(a)	2.04
314(b)	Inapplicable
314(c)	2.05
314(d)	Inapplicable
314(e)	1.01, 2.05, 3.02
314(f)	2.01, 3.02
315(a)	3.01(d)
315(b)	2.07
315(c)	3.01
315(d)	3.01(d)
315(e)	Inapplicable
316(a)	5.04(i), 2.06
316(b)	5.03
316(c)	2.02
317(a)	Inapplicable
317(b)	Inapplicable
318(a)	2.01(b)

	TABLE OF CONTENTS

	Page
ARTICLE I. DEFINITIONS	1
SECTION 1.01   Definitions	1
ARTICLE II. TRUST INDENTURE ACT	3
SECTION 2.01   Trust Indenture Act; Application.	3
SECTION 2.02   Lists of Holders of Securities.	4
SECTION 2.03   Reports by the Trustee	4
SECTION 2.04   Periodic Reports to Trustee	4
SECTION 2.05   Evidence of Compliance with Conditions Precedent	4
SECTION 2.06   Events of Default; Waiver	4
SECTION 2.07   Event of Default; Notice.	5
SECTION 2.08   Conflicting Interests	5
ARTICLE III. POWERS DUTIES AND RIGHTS OF TRUSTEE	5
SECTION 3.01   Powers and Duties of the Trustee.	5
SECTION 3.02   Certain Rights of Trustee.	6
SECTION 3.03   Compensation; Fees; Indemnity.	8
ARTICLE IV. TRUSTEE	8
SECTION 4.01   Trustee; Eligibility.	8
SECTION 4.02   Appointment, Removal and Resignation of Trustee.	9
ARTICLE V. GUARANTEE	9
SECTION 5.01   Guarantee	9
SECTION 5.02   Waiver of Notice and Demand	10
SECTION 5.03   Obligations Not Affected	10
SECTION 5.04   Rights of Holders	11
SECTION 5.05   Guarantee of Payment	11
SECTION 5.06   Subrogation	11
SECTION 5.07   Independent Obligations	11
ARTICLE VI. SUBORDINATION	12
SECTION 6.01   Subordination	12
ARTICLE VII. TERMINATION	12
SECTION 7.01   Termination	12
ARTICLE VIII. MISCELLANEOUS	12
SECTION 8.01   Successors and Assigns	12
SECTION 8.02   Amendments	12
SECTION 8.03   Notices	12
SECTION 8.04   Benefit	14
SECTION 8.05   Interpretation	14
SECTION 8.06   Governing Law	15
SECTION 8.07   Consent to Jurisdiction; Appointment of Agent to 
Accept Service of Process	15



TRUST SECURITIES GUARANTEE AGREEMENT

This TRUST SECURITIES GUARANTEE AGREEMENT (this 
"Guarantee Agreement"), dated as of June 1, 1998, between 
YORKSHIRE POWER GROUP LIMITED, a private company with 
limited liability incorporated under the laws of England and Wales (the 
"Guarantor"), and THE BANK OF NEW YORK, a New York banking 
corporation, as trustee (the "Trustee"), for the benefit of the Holders (as 
defined herein) from time to time of the Trust Securities (as defined 
herein) of YORKSHIRE CAPITAL TRUST I, a Delaware statutory 
business trust (the "Trust").
WHEREAS, pursuant to an Amended and Restated Trust 
Agreement (the "Trust Agreement"), dated as of June 1, 1998, among the 
Trustee, as property trustee, the other Trustees named therein, AEP 
Resources, Inc., an Ohio company, as Depositor, Yorkshire Cayman 
Holding Limited, in its capacity as holder of the Control Certificate and 
the Holders (as defined herein), the Trust is issuing 11,000,000 8.08% 
Trust Securities ($275,000,000 in aggregate liquidation amount) (the 
"Trust Securities") representing undivided beneficial interests in the assets 
of the Trust and having the terms set forth in the Trust Agreement;
WHEREAS, the Trust Securities will be issued by the Trust and 
the proceeds thereof will be used to purchase the Junior Subordinated 
Debentures (as defined in the Trust Agreement) issued by Yorkshire 
Power Finance Limited, a private company with limited liability 
incorporated under the laws of the Cayman Islands ("Yorkshire Finance"), 
and such Junior Subordinated Debentures will be held by or on behalf of 
the Trust as trust assets; and
WHEREAS, as incentive for the Holders to purchase the Trust 
Securities, the Guarantor desires to irrevocably, fully and unconditionally 
agree, to the extent set forth herein, to pay to the Holders the Guarantee 
Payments (as defined herein) and to make certain other payments on the 
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the payment for the 
Trust Securities by each Holder (as defined herein) thereof, which 
payment the Guarantor hereby agrees shall benefit the Guarantor, the 
Guarantor executes and delivers this Guarantee Agreement for the benefit 
of the Holders from time to time of the Trust Securities.
ARTICLE I.	

DEFINITIONS
SECTION 1.01	Definitions.  As used in this Guarantee 
Agreement, the terms set forth below shall, unless the context otherwise 
requires, have the following meanings.  Capitalized or otherwise defined 
terms used but not otherwise defined herein shall have the meanings 
assigned to such terms in the Trust Agreement as in effect on the date 
hereof.
"Affiliate" of any specified Person means any other Person directly 
or indirectly controlling or controlled by or under direct or indirect 
common control with such specified Person.  For the purposes of this 
definition, "control" when used with respect to any specified Person 
means the power to direct the management and policies of such Person, 
directly or indirectly, whether through the ownership of voting securities, 
by contract or otherwise; and the terms "controlling" and "controlled" 
have meanings correlative to the foregoing.
"Event of Default" means a failure by the Guarantor to perform 
any of its payment obligations under this Guarantee Agreement.
"Expense Agreement" means the Agreement as to Expenses and 
Liabilities, dated as of June 1, 1998,  among the US Affiliates and the 
Trust.
"Guarantee Payments" mean the following payments or 
distributions, without duplication, with respect to the Trust Securities, to 
the extent not paid or made by or on behalf of the Trust:  (i) any 
accumulated and unpaid distributions that are required to be paid on the 
Trust Securities but if and only if and to the extent the Trust has sufficient 
funds available therefor to make such payment; (ii) the redemption price, 
including all accumulated and unpaid distributions to the date of 
redemption (the "Redemption Price"), with respect to any Trust Securities 
called for redemption by the Trust but if and only if and to the extent that 
the Trust has sufficient funds available therefor to make such payment; 
and (iii) upon a voluntary or involuntary dissolution, winding-up or 
termination of the Trust (other than in connection with the distribution of 
the Junior Subordinated Debentures to the holders of Trust Securities or 
the redemption of all of the Trust Securities), the lesser of (a) the 
aggregate of the Liquidation Amount and all accumulated and unpaid 
Distributions on the Trust Securities to the date of payment, to the extent 
the Trust has sufficient funds available therefor, and (b) the amount of 
assets of the Trust remaining available for distribution to Holders in 
liquidation of the Trust (in either case, the "Liquidation Distribution").
"Holder" means any holder, as registered on the books and records 
of the Trust, of any Trust Securities; provided, however, that in 
determining whether the holders of the requisite percentage of Trust 
Securities have given any request, notice, consent or waiver hereunder, 
"Holder" shall not include the Guarantor, Yorkshire Finance, the Control 
Party or the US Affiliates or any Affiliate of the Guarantor, Yorkshire 
Finance, the Control Party or the US Affiliates.
"Indenture" means the Subordinated Debenture Indenture dated as 
of June 1, 1998, among Yorkshire Finance, as Issuer, the Guarantor, as 
guarantor, The Bank of New York, as trustee, principal paying agent, 
registrar and transfer agent and Banque Generale du Luxembourg, as 
paying agent and transfer agent, as supplemented by the First 
Supplemental Indenture thereto dated as of June 1, 1998, among 
Yorkshire Finance, the Guarantor and The Bank of New York, as trustee, 
principal paying agent, registrar and transfer agent and Banque Generale 
du Luxembourg S.A., as paying agent and transfer agent.
"Majority in liquidation amount of Trust Securities" means a vote 
by Holder(s) of Trust Securities, voting separately as a class, of more than 
50% of the aggregate Liquidation Amount of all Trust Securities 
outstanding at the time of determination.
"Officers' Certificate" means, with respect to any Person (who is 
not an individual), a certificate signed by the Chairman of the Board, the 
President or a Vice President, a Director, the Treasurer, an Assistant 
Treasurer, the Secretary or an Assistant Secretary, of such Person, and 
delivered to the Trustee.  Any Officers' Certificate delivered with respect 
to compliance with a condition or covenant provided for in this Guarantee 
Agreement shall include:
(a)	a statement that each officer signing the Officers' 
Certificate has read the covenant or condition and the definitions 
relating thereto;
(b)	a brief statement of the nature and scope of the 
examination or investigation undertaken by each officer in 
rendering the Officers' Certificate;
(c)	a statement that each such officer has made such 
examination or investigation as, in such officer's opinion, is 
necessary to enable such officer to express an informed opinion as 
to whether or not such covenant or condition has been complied 
with; and
(d)	a statement as to whether, in the opinion of each 
such officer, such condition or covenant has been complied with.
"Person" means any individual, corporation, partnership, limited 
liability company, joint venture, trust, unincorporated organization or 
government or any agency or political subdivision thereof or any other 
entity of whatever nature.
"Responsible Officer" means, with respect to the Trustee, any 
managing director, any vice president, any assistant vice president, any 
assistant secretary, any assistant treasurer, or any other officer of the 
Corporate Trust Department of the Trustee customarily performing 
functions similar to those performed by any of the above designated 
officers and also means, with respect to a particular corporate trust 
matter, any other officer to whom such matter is referred because of that 
officer's knowledge of and familiarity with the particular subject.
"Successor Trustee" means a successor Trustee possessing the 
qualifications to act as Trustee under Section 4.01.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as 
amended.
"Trustee" means The Bank of New York until a Successor Trustee 
has been appointed and has accepted such appointment pursuant to the 
terms of this Guarantee Agreement and thereafter means each such 
Successor Trustee.
"US Affiliates" mean AEP Resources, Inc. and New Century 
International, Inc. as parties to the Expense Agreement.
ARTICLE II.	

TRUST INDENTURE ACT
SECTION 2.01	Trust Indenture Act; Application.
(a)	This Guarantee Agreement is subject to the provisions of 
the Trust Indenture Act that are required to be part of this Guarantee 
Agreement and shall, to the extent applicable, be governed by such 
provisions; and
(b)	if and to the extent that any provision of this Guarantee 
Agreement limits, qualifies or conflicts with the duties imposed by 
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed 
duties shall control.
SECTION 2.02	Lists of Holders of Securities.
(a)	The Guarantor shall furnish or cause to be furnished to the 
Trustee (a) semiannually, not later than June 1 and December 1 in each 
year, a list, in such form as the Trustee may reasonably require, of the 
names and addresses of the Holders ("List of Holders") as of a date not 
more than 15 days prior to the time such list is furnished, and (b) at such 
other times as the Trustee may request in writing, within 30 days after the 
receipt by the Guarantor of any such request, a List of Holders as of a 
date not more than 15 days prior to the time such list is furnished; 
provided that, the Guarantor shall not be obligated to provide such List of 
Holders at any time the List of Holders does not differ from the most 
recent List of Holders given to the Trustee by the Guarantor or at any 
time the Trustee is the Securities Registrar under the Trust Agreement.  
The Trustee may destroy any List of Holders previously given to it on 
receipt of a new List of Holders.
(b)	The Trustee shall comply with its obligations under 
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.
SECTION 2.03	Reports by the Trustee.  Within 60 days 
after May 15 of each year commencing May 15, 1999, the Trustee shall 
provide to the Holders of the Trust Securities such reports as are required 
by Section 313(a) of the Trust Indenture Act, if any, in the form and in the 
manner provided by Section 313 of the Trust Indenture Act.  The Trustee 
shall also comply with the other requirements of Section 313 of the Trust 
Indenture Act.
SECTION 2.04	Periodic Reports to Trustee.  The 
Guarantor shall provide to the Trustee such documents, reports and 
information as required by Section 314 of the Trust Indenture Act (if any) 
in the form, in the manner and at the times required by Section 314 of the 
Trust Indenture Act, and shall provide, within 120 days after the end of 
each of its fiscal years, the compliance certificate required by Section 
314(a)(4) of the Trust Indenture Act in the form and in the manner 
required by such Section.
SECTION 2.05	Evidence of Compliance with Conditions 
Precedent.  The Guarantor shall provide to the Trustee such evidence of 
compliance with any conditions precedent, if any, provided for in this 
Guarantee Agreement that relate to any of the matters set forth in Section 
314(c) of the Trust Indenture Act.  Any certificate or opinion required to 
be given by an officer pursuant to Section 314(c)(1) may be given in the 
form of an Officers' Certificate.
SECTION 2.06	Events of Default; Waiver.  The Holders of 
a Majority in liquidation amount of Trust Securities may, by vote, on 
behalf of all of the Holders, waive any past Event of Default and its 
consequences.  Upon such waiver, any such Event of Default shall cease 
to exist, and any Event of Default arising therefrom shall be deemed to 
have been cured, for every purpose of this Guarantee Agreement, but no 
such waiver shall extend to any subsequent or other default or Event of 
Default or impair any right consequent thereon.
SECTION 2.07	Event of Default; Notice.
(a)	The Trustee shall, within 90 days after the occurrence of an 
Event of Default, transmit by mail, first class postage prepaid, to the 
Holders, notices of all Events of Default known to the Trustee, unless 
such defaults have been cured before the giving of such notice, provided 
that the Trustee shall be protected in withholding such notice if and so 
long as the board of directors, the executive committee, or a trust 
committee of directors and/or Responsible Officers of the Trustee in good 
faith determines that the withholding of such notice is in the interests of 
the Holders.
(b)	The Trustee shall not be deemed to have knowledge of any 
Event of Default unless the Trustee shall have received written notice, or a 
Responsible Officer charged with the administration of the Trust 
Agreement shall have obtained written notice, of such Event of Default.
SECTION 2.08	Conflicting Interests.  The Trust Agreement 
shall be deemed to be specifically described in this Guarantee Agreement 
for the purposes of clause (i) of the first proviso contained in Section 
310(b) of the Trust Indenture Act.
ARTICLE III.	

POWERS, DUTIES AND RIGHTS OF TRUSTEE
SECTION 3.01	Powers and Duties of the Trustee.
(a)	This Guarantee Agreement shall be held by the Trustee for 
the benefit of the Holders, and the Trustee shall not transfer this 
Guarantee Agreement to any Person except the Trustee shall assign rights 
hereunder to a Holder to the extent such assignment is necessary to 
exercise such Holder's rights pursuant to Section 5.04 or to a Successor 
Trustee upon acceptance by such Successor Trustee of its appointment to 
act as Successor Trustee.  The right, title and interest of the Trustee shall 
automatically vest in any Successor Trustee, and such vesting and 
cessation of title shall be effective whether or not conveyancing 
documents have been executed and delivered pursuant to the appointment 
of such Successor Trustee.
(b)	If an Event of Default has occurred and is continuing, the 
Trustee shall enforce this Guarantee Agreement for the benefit of the 
Holders.
(c)	The Trustee, before the occurrence of any Event of Default 
and after the curing or waiving of all Events of Default that may have 
occurred, shall undertake to perform only such duties as are specifically 
set forth in this Guarantee Agreement, and no implied covenants shall be 
read into this Guarantee Agreement against the Trustee.  In case an Event 
of Default has occurred (that has not been cured or waived pursuant to 
Section 2.06), the Trustee shall exercise such of the rights and powers 
vested in it by this Guarantee Agreement, and use the same degree of care 
and skill in its exercise thereof as a prudent person would exercise or use 
under the circumstances in the conduct of his or her own affairs.
(d)	No provision of this Guarantee Agreement shall be 
construed to relieve the Trustee from liability for its own negligent action, 
its own negligent failure to act, or its own willful misconduct, except that:
(i)	prior to the occurrence of any Event of Default and 
after the curing or waiving of all such Events of Default that may 
have occurred:
(A)	the duties and obligations of the Trustee 
shall be determined solely by the express provisions of this 
Guarantee Agreement, and the Trustee shall not be liable 
except for the performance of such duties and obligations 
as are specifically set forth in this Guarantee Agreement; 
and
(B)	in the absence of bad faith on the part of the 
Trustee, the Trustee may conclusively rely, as to the truth 
of the statements and the correctness of the opinions 
expressed therein, upon any certificates or opinions 
furnished to the Trustee and conforming to the 
requirements of this Guarantee Agreement; but in the case 
of any such certificates or opinions that by any provision 
hereof are specifically required to be furnished to the 
Trustee, the Trustee shall be under a duty to examine the 
same to determine whether or not they conform to the 
requirements of this Guarantee Agreement;
(ii)	the Trustee shall not be liable for any error of judgment 
made in good faith by a Responsible Officer of the Trustee, unless 
it shall be proved that the Trustee was negligent in ascertaining the 
pertinent facts upon which such judgment was made;
(iii)	the Trustee shall not be liable with respect to any action 
taken or omitted to be taken by it in good faith in accordance with 
the direction of the Holders of a Majority in liquidation amount of 
the Trust Securities relating to the time, method and place of 
conducting any proceeding for any remedy available to the 
Trustee, or exercising any trust or power conferred upon the 
Trustee under this Guarantee Agreement; and
(iv)	no provision of this Guarantee Agreement shall require 
the Trustee to expend or risk its own funds or otherwise incur 
personal financial liability in the performance of any of its duties or 
in the exercise of any of its rights or powers, if the Trustee shall 
have reasonable grounds for believing that the repayment of such 
funds or liability is not reasonably assured to it under the terms of 
this Guarantee Agreement or adequate indemnity against such risk 
or liability is not reasonably assured to it.
SECTION 3.02	Certain Rights of Trustee.
(a)	Subject to the provisions of Section 3.01:
(i)	the Trustee may conclusively rely and shall be fully 
protected in acting or refraining from acting upon any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document believed by it to be 
genuine and to have been signed, sent or presented by the proper 
party or parties;
(ii)	any direction or act of the Guarantor contemplated by 
this Guarantee Agreement shall be sufficiently evidenced by an 
Officers' Certificate;
(iii)	whenever, in the administration of this Guarantee 
Agreement, the Trustee shall deem it desirable that a matter be 
proved or established before taking, suffering or omitting any 
action hereunder, the Trustee (unless other evidence is herein 
specifically prescribed) may, in the absence of bad faith on its part, 
request and rely upon an Officers' Certificate which, upon receipt 
of such request, shall be promptly delivered by the Guarantor;
(iv)	the Trustee may consult with counsel of its choice, and 
the advice or opinion of such counsel with respect to legal matters 
shall be full and complete authorization and protection in respect 
of any action taken, suffered or omitted by it hereunder in good 
faith and in accordance with such advice or opinion; such counsel 
may be counsel to the Guarantor or any of its Affiliates and may 
include any of its employees; the Trustee shall have the right at any 
time to seek instructions concerning the administration of this 
Guarantee Agreement from any court of competent jurisdiction;
(v)	the Trustee shall be under no obligation to exercise any 
of the rights or powers vested in it by this Guarantee Agreement at 
the request or direction of any Holder, unless such Holder shall 
have provided to the Trustee reasonable security and indemnity 
satisfactory to the Trustee against the costs, expenses (including 
attorneys' fees and expenses) and liabilities that might be incurred 
by it in complying with such request or direction, including such 
reasonable advances as may be requested by the Trustee; provided 
that nothing contained in this Section 3.02(a)(v) shall be taken to 
relieve the Trustee, upon the occurrence of an Event of Default, of 
its obligation to exercise the rights and powers vested in it by this 
Guarantee Agreement;
(vi)	the Trustee shall not be bound to make any 
investigation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document, but the Trustee, in its 
discretion, may make such further inquiry or investigation into 
such facts or matters as it may see fit;
(vii)	the Trustee may execute any of the trusts or 
powers hereunder or perform any duties hereunder either directly 
or by or through agents or attorneys, and the Trustee shall not be 
responsible for any misconduct or negligence on the part of any 
agent or attorney appointed with due care by it hereunder; and
(viii)	whenever in the administration of this Guarantee 
Agreement the Trustee shall deem it desirable to receive 
instructions with respect to enforcing any remedy or right or 
taking any other action hereunder, the Trustee (i) may request 
instructions from the Holders, (ii) may refrain from enforcing such 
remedy or right or taking such other action until such instructions 
are received, and (iii) shall be protected in acting in accordance 
with such instructions.
(b)	No provision of this Guarantee Agreement shall be deemed 
to impose any duty or obligation on the Trustee to perform any act or acts 
or exercise any right, power, duty or obligation conferred or imposed on it 
in any jurisdiction in which it shall be illegal, or in which the Trustee shall 
be unqualified or incompetent in accordance with applicable law, to 
perform any such act or acts or to exercise any such right, power, duty or 
obligation.  No permissive power or authority available to the Trustee 
shall be construed to be a duty.
SECTION 3.03	Compensation; Fees; Indemnity.
The following expenses will be covered pursuant to the Expense 
Agreement:
(a)	the payment to the Trustee from time to time of such 
compensation as the Guarantor and the Trustee may agree for all services 
rendered by the Trustee hereunder (which compensation shall not be 
limited by any provision of law in regard to the compensation of a trustee 
of an express trust);
(b)	except as otherwise expressly provided herein, the 
reimbursement of  the Trustee upon request for all reasonable expenses, 
disbursements and advances incurred or made by the Trustee in 
accordance with any provision of this Guarantee Agreement (including the 
reasonable compensation and the expenses and disbursements of its agents 
and counsel), except any such expense, disbursement or advance as may 
be attributable to its negligence or bad faith; and
(c)	the indemnification of the Trustee for any and all loss, 
damage, claims, liability or expense incurred without negligence or bad 
faith on its part, arising out of or in connection with the acceptance or 
administration of this Guarantee Agreement, including the costs and 
expenses of defending itself against any claim or liability in connection 
with the exercise or performance of any of its powers or duties hereunder.
The provisions of this Section 3.03 shall survive the termination of this 
Guarantee Agreement.
ARTICLE IV.	

TRUSTEE
SECTION 4.01	Trustee; Eligibility.
(a)	There shall at all times be a Trustee which shall:
(i)	not be an Affiliate of the Guarantor;
(ii)	be a corporation organized and doing business under 
the laws of the United States of America or any State or Territory 
thereof or of the District of Columbia, or a corporation or Person 
permitted by the Securities and Exchange Commission to act as an 
institutional trustee under the Trust Indenture Act, authorized 
under such laws to exercise corporate trust powers, having a 
combined capital and surplus of at least 50 million U.S. dollars 
($50,000,000) and meeting the requirements of Section 310(a) of 
the Trust Indenture Act, and subject to supervision or examination 
by Federal, State, Territorial or District of Columbia authority.  If 
such corporation publishes reports of condition at least annually, 
pursuant to law or to the requirements of the supervising or 
examining authority referred to above, then, for the purposes of 
this Section 4.01(a)(ii), the combined capital and surplus of such 
corporation shall be deemed to be its combined capital and surplus 
as set forth in its most recent report of condition so published; and
(iii)	act, for the purposes of this Guarantee Agreement, 
other than through an office, branch or agency in the United 
Kingdom.
(b)	If at any time the Trustee shall cease to be eligible to so act 
under Section 4.01(a), the Trustee shall immediately resign in the manner 
and with the effect set out in Section 4.02(c).
(c)	If the Trustee has or shall acquire any "conflicting interest" 
within the meaning of Section 310(b) of the Trust Indenture Act, the 
Trustee and Guarantor shall in all respects comply with the provisions of 
Section 310(b) of the Trust Indenture Act, subject to the rights of the 
Trustee under the penultimate paragraph thereof.
SECTION 4.02	Appointment, Removal and Resignation of 
Trustee.
(a)	Subject to Section 4.02(b), the Trustee may be appointed 
or removed without cause at any time by the Guarantor.
(b)	The Trustee shall not be removed until a Successor Trustee 
has been appointed and has accepted such appointment by written 
instrument executed by such Successor Trustee and delivered to the 
Guarantor.
(c)	The Trustee appointed to office shall hold office until a 
Successor Trustee shall have been appointed or until its removal or 
resignation.  The Trustee may resign from office (without need for prior 
or subsequent accounting) by an instrument in writing executed by the 
Trustee and delivered to the Guarantor, which resignation shall not take 
effect until a Successor Trustee has been appointed and has accepted such 
appointment by instrument in writing executed by such Successor Trustee 
and delivered to the Guarantor and the resigning Trustee.
(d)	If no Successor Trustee shall have been appointed and 
accepted appointment as provided in this Section 4.02 within 60 days after 
delivery to the Guarantor of an instrument of resignation, the resigning 
Trustee may petition any court of competent jurisdiction for appointment 
of a Successor Trustee.  Such court may thereupon, after prescribing such 
notice, if any, as it may deem proper, appoint a Successor Trustee.
ARTICLE V.	

GUARANTEE
SECTION 5.01	Guarantee.  The Guarantor irrevocably, 
fully and unconditionally agrees to pay in full to the Holders the Guarantee 
Payments (without duplication of amounts theretofore paid by or on 
behalf of the Trust), as and when due, regardless of any defense, right of 
set-off or counterclaim that the Guarantor may have or assert against any 
Person, other than the defense of payment.  The Guarantor's obligation to 
make a Guarantee Payment may be satisfied by direct payment of the 
required amounts by the Guarantor to the Holders or by causing the Trust 
to pay such amounts to the Holders.
SECTION 5.02	Waiver of Notice and Demand.  The 
Guarantor hereby waives notice of acceptance of this Guarantee 
Agreement and of any liability to which it applies or may apply, 
presentment, demand for payment, any right to require a proceeding first 
against the Trust or any other Person before proceeding against the 
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of 
redemption and all other notices and demands.
SECTION 5.03	Obligations Not Affected.  The obligation 
of the Guarantor to make the Guarantee Payments under this Guarantee 
Agreement shall in no way be affected or impaired by reason of the 
happening from time to time of any of the following:
(a)	the release or waiver, by operation of law or otherwise, of 
the performance or observance by the Trust of any express or implied 
agreement, covenant, term or condition relating to the Trust Securities to 
be performed or observed by the Trust;
(b)	the extension of time for the payment by the Trust of all or 
any portion of the Distributions, Redemption Price, Liquidation 
Distribution or any other sums payable under the terms of the Trust 
Securities or the extension of time for the performance of any other 
obligation under, arising out of, or in connection with, the Trust Securities 
(other than an extension of time for payment of Distributions, Redemption 
Price, Liquidation Distribution or other sum payable that results from the 
deferral of any interest payment on the Junior Subordinated Debentures 
permitted by the Indenture);
(c)	any failure, omission, delay or lack of diligence on the part 
of the Holders to enforce, assert or exercise any right, privilege, power or 
remedy conferred on the Holders pursuant to the terms of the Trust 
Securities, or any action on the part of the Trust granting indulgence or 
extension of any kind;
(d)	the voluntary or involuntary liquidation, dissolution, sale of 
any collateral, receivership, insolvency, bankruptcy, assignment for the 
benefit of creditors, reorganization, arrangement, composition or 
readjustment of debt of, or other similar proceedings affecting, the Trust 
or any of the assets of the Trust;
(e)	any invalidity of, or defect or deficiency in, the Trust 
Securities;
(f)	the settlement or compromise of any obligation guaranteed 
hereby or hereby incurred; or
(g)	any other circumstance whatsoever that might otherwise 
constitute a legal or equitable discharge or defense of a guarantor, it being 
the intent of this Section 5.03 that the obligations of the Guarantor 
hereunder shall be absolute and unconditional under any and all 
circumstances.
There shall be no obligation of the Holders to give notice to, or 
obtain consent of, the Guarantor with respect to the happening of any of 
the foregoing.
SECTION 5.04	Rights of Holders.  The Guarantor expressly 
acknowledges that:  (i) this Guarantee Agreement will be deposited with 
the Trustee to be held for the benefit of the Holders; (ii) the Trustee has 
the right to enforce this Guarantee Agreement on behalf of the Holders; 
(iii) the Holders of a Majority in liquidation amount of the Trust Securities 
have the right to direct the time, method and place of conducting any 
proceeding for any remedy available to the Trustee in respect of this 
Guarantee Agreement or exercising any trust or power conferred upon the 
Trustee under this Guarantee Agreement, provided that such direction 
shall not be in conflict with any rule of law or with this Guarantee 
Agreement, and could not involve the Trustee in personal liability in 
circumstances where reasonable indemnity would not be adequate; and 
(iv) any Holder may institute a legal proceeding directly against the 
Guarantor to enforce its rights under this Guarantee Agreement, without 
first instituting a legal proceeding against or requesting or directing that 
action be taken by the Trust, the Trustee or any other Person; it being 
understood and intended that no one or more of such Holders shall have 
any right in any manner whatsoever by virtue of, or by availing of, any 
provision of this Guarantee Agreement to affect, disturb or prejudice the 
rights of any other of such Holders or to obtain or to seek to obtain 
priority or preference over any other of such Holders or to enforce any 
right under this Guarantee Agreement, except in the manner herein 
provided and for the equal and ratable benefit of all of such Holders.
SECTION 5.05	Guarantee of Payment.  This Guarantee 
Agreement creates a guarantee of payment and not of collection.  This 
Guarantee Agreement will not be discharged except by payment of the 
Guarantee Payments in full to the extent not paid by or on behalf of the 
Trust (without duplication) or upon the distribution of Junior 
Subordinated Debentures to the Holders in exchange for all of the Trust 
Securities.
SECTION 5.06	Subrogation.  The Guarantor shall be 
subrogated to all (if any) rights of the Holders against the Trust in respect 
of any amounts paid to the Holders by the Guarantor under this Guarantee 
Agreement; provided, however, that the Guarantor shall not (except to the 
extent required by mandatory provisions of law) be entitled to enforce or 
exercise any rights which it may acquire by way of subrogation or any 
indemnity, reimbursement or other agreement, in all cases as a result of 
payment under this Guarantee Agreement, if, at the time of any such 
payment, any amounts of Guarantee Payments are due and unpaid under 
this Guarantee Agreement.  If any amount shall be paid to the Guarantor 
in violation of the preceding sentence, the Guarantor agrees to hold such 
amount in trust for the Holders and to pay over such amount to the 
Holders.
SECTION 5.07	Independent Obligations.  The Guarantor 
acknowledges that its obligations hereunder are independent of the 
obligations of the Trust with respect to the Trust Securities and that the 
Guarantor shall be liable as principal and as debtor hereunder to make 
Guarantee Payments pursuant to the terms of this Guarantee Agreement 
notwithstanding the occurrence of any event referred to in subsections (a) 
through (g), inclusive, of Section 5.03 hereof.
ARTICLE VI.	

SUBORDINATION
SECTION 6.01	Subordination.  This Guarantee Agreement 
will constitute an unsecured obligation of the Guarantor and will rank (i) 
subordinate and junior in right of payment to all Senior Debt (as defined in 
the Indenture) of the Guarantor, except those obligations or liabilities 
made pari passu or subordinate by their terms, (ii) pari passu with the 
most senior preferred or preference stock now or hereafter issued by the 
Guarantor and with any guarantee now or hereafter entered into by the 
Guarantor in respect of any preferred or preference securities of any 
Affiliate of the Guarantor, and (iii) senior to all common stock of the 
Guarantor.
ARTICLE VII.	

TERMINATION
SECTION 7.01	Termination.  This Guarantee Agreement 
shall terminate and be of no further force and effect upon:  (i) full payment 
of the Redemption Price of the Trust Securities, (ii) the distribution of 
Junior Subordinated Debentures to the Holders in exchange for all of the 
Trust Securities, or (iii) full payment of the amounts payable in 
accordance with the Trust Agreement upon liquidation of the Trust.  
Notwithstanding the foregoing, this Guarantee Agreement will continue to 
be effective or will be reinstated, as the case may be, if at any time any 
Holder must restore payment of any sums paid with respect to Trust 
Securities or under this Guarantee Agreement.
ARTICLE VIII.	

MISCELLANEOUS
SECTION 8.01	Successors and Assigns.  All guarantees and 
agreements contained in this Guarantee Agreement shall bind the 
successors, assigns, receivers, trustees and representatives of the 
Guarantor and shall inure to the benefit of the Holders of the Trust 
Securities then outstanding.  Except in connection with a consolidation, 
merger, conveyance, transfer, or lease involving the Guarantor that is 
permitted under Article X of the Indenture, the Guarantor shall not assign 
its obligations hereunder.
SECTION 8.02	Amendments.  Except with respect to any 
changes that do not materially and adversely affect the rights of Holders 
(in which case no consent of Holders will be required), this Guarantee 
Agreement may only be amended with the prior approval of the Holders 
of a majority in Liquidation Amount of all the outstanding Trust 
Securities.  The provisions of Article VII of the Trust Agreement 
concerning meetings of Holders shall apply to the giving of such approval.
SECTION 8.03	Notices.  Any notice, request or other 
communication required or permitted to be given hereunder shall be in 
writing, duly signed by the party giving such notice, and delivered, 
telecopied or mailed by first class mail as follows:
(a)	if given to the Guarantor, to the address set forth below or 
such other address as the Guarantor may give notice of to the Trustee and 
the Holders:
Yorkshire Power Group Limited
Wetherby Road
Scarcroft, Leeds LS14 3HS, England
Facsimile No.: 011-44-113-289-5926
Attn:  Roger Dickinson

with a copy to:

American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio  43215
Facsimile No:  614-223-2807
Attn:  Director, Corporate Finance

		and

New Century Energies, Inc.
1225 Seventeenth Street
Denver, Colorado 80502
Facsimile No:  303-294-2976
Attn:  Controller

(b)	if given to the Trust, in care of the Trustee, or to the 
Trustee at the Trust's (and the Trustee's) address set forth below  or such 
other address as the Trustee on behalf of the Trust may give notice to the 
Holders:
Yorkshire Capital Trust I
c/o The Bank of New York
101 Barclay Street, fl. 21 West
New York, New York 10286
Attn:  Corporate Trust Department

with a copy, in the case of a notice to the Trust (other than a 
notice from the Guarantor), to the Guarantor;
(c)	if given to any Holder, at the address set forth on the 
books and records of the Trust.
All notices hereunder shall be deemed to have been given when 
received in person, telecopied with receipt confirmed, or mailed by first 
class mail, postage prepaid except that if a notice or other document is 
refused delivery or cannot be delivered because of a changed address of 
which no notice was given, such notice or other document shall be 
deemed to have been delivered on the date of such refusal or inability to 
deliver.
SECTION 8.04	Benefit.  This Guarantee Agreement is 
solely for the benefit of the Holders and, subject to Section 3.01(a), is not 
separately transferable from the Trust Securities.
SECTION 8.05	Interpretation.  In this Guarantee 
Agreement, unless the context otherwise requires:
(a)	capitalized terms used in this Guarantee Agreement but not 
defined in the preamble hereto have the respective meanings assigned to 
them in Section 1.01;
(b)	a term defined anywhere in this Guarantee Agreement has 
the same meaning throughout;
(c)	all references to "the Guarantee Agreement" or "this 
Guarantee Agreement" are to this Guarantee Agreement as modified, 
supplemented or amended from time to time;
(d)	all references in this Guarantee Agreement to Articles and 
Sections are to Articles and Sections of this Guarantee Agreement unless 
otherwise specified;
(e)	a term defined in the Trust Indenture Act has the same 
meaning when used in this Guarantee Agreement unless otherwise defined 
in this Guarantee Agreement or unless the context otherwise requires;
(f)	a reference to the singular includes the plural and vice 
versa; and
(g)	the masculine, feminine or neuter genders used herein shall 
include the masculine, feminine and neuter genders.
SECTION 8.06	Governing Law.  THIS GUARANTEE 
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS 
OF THE STATE OF NEW YORK.  
SECTION 8.07	Consent to Jurisdiction; Appointment of 
Agent to Accept Service of Process
(a)	The Guarantor irrevocably consents and agrees, for the benefit 
of the Holders from time to time and the Trustee, that any civil legal 
action, suit or proceeding against it with respect to its obligations, 
liabilities or any other matter arising out of or in connection with this 
Guarantee Agreement may be brought in the Supreme Court of New 
York, New York County or the United States District Court for the 
Southern District of New York and any appellate court from either thereof 
and, until amounts due and to become due in respect of the Trust 
Securities or this Guarantee Agreement have been paid, hereby 
irrevocably consents and submits to the non-exclusive jurisdiction of each 
such court in personam, generally and unconditionally with respect to any 
legal action, suit or proceeding for itself and in respect of its properties, 
assets and revenues and agrees to file such consents with such authorities 
as may be required to irrevocably evidence such agreement.
(b)	The Guarantor has irrevocably designated, appointed, and 
empowered CT Corporation System, acting through its office at 1633 
Broadway, New York, New York 10019, as its designee, appointee and 
agent to receive, accept and acknowledge for and on its behalf, and its 
properties, assets and revenues, service of any and all legal process, 
summons, notices and documents which may be served in any legal action, 
suit or proceeding brought against the Guarantor in any United States or 
state court.  If for any reason such designee, appointee and agent 
hereunder shall cease to be available to act as such, the Guarantor agrees 
to designate a new designee, appointee and agent in the Borough of 
Manhattan, The City of New York on the terms and for the purposes of 
this Section 8.07 satisfactory to the Trustee.  The Guarantor further 
hereby irrevocably consents and agrees to the service of any and all legal 
process, summons, notices and documents in any legal action, suit or 
proceeding against the Guarantor by serving a copy thereof upon the 
relevant agent for service of process referred to in this Section 8.07 
(whether or not the appointment of such agent shall for any reason prove 
to be ineffective or such agent shall accept or acknowledge such service) 
or by mailing copies thereof by registered or certified air mail, postage 
prepaid, to the Guarantor at its address specified in or designated pursuant 
to this Guarantee Agreement.  The Guarantor agrees that the failure of 
any such designee, appointee and agent to give any notice of such service 
to it shall not impair or affect in any way the validity of such service or 
any judgment rendered in any action or proceeding based thereon.  
Nothing herein shall in any way be deemed to limit the ability of the 
holders of the Trust Securities and the Trustee, to serve any such legal 
process, summons, notices and documents in any other manner permitted 
by applicable law or to obtain jurisdiction over the Guarantor or bring 
legal actions, suits or proceedings against the Guarantor in such other 
jurisdictions, and in such manner, as may be permitted by applicable law.  
The Guarantor irrevocably and unconditionally waives, to the fullest 
extent permitted by law, any objection which it may now or hereafter have 
to the laying of venue of any of the aforesaid actions, suits or proceedings 
arising out of or in connection with this Guarantee Agreement brought in 
the Supreme Court of New York, New York County or the United States 
District Court for the Southern District of New York and any appellate 
court from either thereof and hereby further irrevocably and 
unconditionally waives and agrees not to plead or claim in any such court 
that any such action, suit or proceeding brought in any such court has 
been brought in an inconvenient forum.
		(c) To the extent that the Guarantor may in any jurisdiction 
claim for itself or its assets immunity (to the extent such immunity may 
now or hereafter exist, whether on the grounds of sovereign immunity or 
otherwise) from suit, execution, attachment (whether in aid of execution, 
before judgment or otherwise) or other legal process (whether through 
service or notice or otherwise), and to the extent that in any such 
jurisdiction there may be attributed to itself or its assets such immunity 
(whether or not claimed), the Guarantor irrevocably agrees with respect to 
any matter arising under this Guarantee for the benefit of the Holders from 
time to time of the Trust Securities, not to claim, and irrevocably waives, 
such immunity to the full extent permitted by the laws of such jurisdiction.

(d)  If for the purpose of obtaining a judgment or order in 
any court it is necessary to convert a sum due hereunder to the holder of 
any Trust Security from U.S. dollars into another currency, the Guarantor 
has agreed, and each Holder by holding such Trust Security will be 
deemed to have agreed, to the fullest extent that they may effectively do 
so, that the rate of exchange used shall be that at which in accordance 
with normal banking procedures such Holder could purchase U.S. dollars 
with such other currency in The City of New York on the Business Day 
preceding the day on which final judgment is given.
(e)  The obligation of the Guarantor in respect of any sum payable 
by it to the holder of a Trust Security shall, notwithstanding any judgment 
or order in a currency (the "judgment currency") other than U.S. dollars, 
be discharged only to the extent that on the Business Day following 
receipt by the Holder of such Trust Security of any sum, adjudged to be 
so due in the judgment currency, the Holder of such Trust Security may in 
accordance with normal banking procedures purchase U.S. dollars with 
the judgment currency; if the amount of U.S. dollars so purchased is less 
than the sum originally due to the holder of such Trust Security in the 
judgment currency (determined in the manner set forth in the preceding 
paragraph), the Guarantor agrees, as a separate obligation and 
notwithstanding any such judgment, to indemnify the Holder of such Trust 
Security against such loss, and if the amount of the U.S. dollars so 
purchased exceeds the sum originally due to the Holder of such Trust 
Security, such Holder agrees to remit to the Guarantor such excess, 
provided that such Holder shall have no obligation to remit any such 
excess as long as the Guarantor shall have failed to pay such Holder any 
obligations due and payable under such Trust Security, in which case such 
excess may be applied to such obligations of the Guarantor under such 
Trust Security in accordance with the terms thereof.  The foregoing 
indemnity shall constitute a separate and independent obligation of the 
Guarantor and shall continue in full force and effect notwithstanding any 
such judgment or order as aforesaid.
This instrument may be executed in any number of counterparts, 
each of which so executed shall be deemed to be an original, but all such 
counterparts shall together constitute but one and the same instrument.

THIS GUARANTEE AGREEMENT is executed as of the day 
and year first above written.

YORKSHIRE POWER GROUP LIMITED



By:  	
	Name:	Armando A. Pena
	Title:	Authorized Signatory


THE BANK OF NEW YORK,
as Trustee


By:  	
	Name:	
	Title:	

     This Cross-Reference Table does not constitute part of the Guarantee
 Agreement and shall not affect the interpretation of any of its terms
 or provisions.

 
 
Preferred Securities Guarantee Agreement 

20

130120.4
i
i
1

130120.4

EXHIBIT 4.7
DEPOSIT AGREEMENT
BETWEEN
THE BANK OF NEW YORK,
as Book-Entry Depositary
and
YORKSHIRE POWER FINANCE LIMITED
Dated as of June 1, 1998
	


TABLE OF CONTENTS


Page

ARTICLE I Definitions and Other General Provisions	1
Section 1.01.	Definitions.	1
Section 1.02.	Rules of Construction.	4
ARTICLE II Book-Entry Interests	4
Section 2.01.	Deposit of the Global Debentures; Issuance of the Book-
Entry Interests.	4
Section 2.02.	Receipt of Book-Entry Interests.	5
Section 2.03.	Registration of Transfer of the Book-Entry Interests.	5
Section 2.04.	Transfer or Exchange of Global Debentures.	6
Section 2.05.	Issuance of Definitive Registered Debentures in Respect of 
the Debentures.	6
Section 2.06.	Redemption of the Debentures.	7
Section 2.07.	Cancellation.	8
Section 2.08.	Payments in Respect of the Book-Entry Interests and the 
Global Debentures.	8
Section 2.09.	Change in Principal Amount of Global Debentures.	9
Section 2.10.	Record Date.	9
Section 2.11.	Action in Respect of the Book-Entry Interests or the 
Global Debentures.	9
Section 2.12.	Reports.	10
Section 2.13.	Additional Amounts.	10
Section 2.14.	Changes Affecting Global Debentures.	11
ARTICLE III The Book-Entry Depositary	11
Section 3.01.	Certain Duties and Responsibilities.	11
Section 3.02.	Events of Default.	12
Section 3.03.	Certain Rights of Book-Entry Depositary.	12
Section 3.04.	Not Responsible for Recitals or Issuance of Debentures.	13
Section 3.05.	Money Held in Trust.	13
Section 3.06.	Compensation and Reimbursement.	14
Section 3.07.	Book-Entry Depositary Required; Eligibility.	15
Section 3.08.	Resignation and Removal; Appointment of Successor.	15
Section 3.09.	Acceptance of Appointment by Successor.	17
Section 3.10.	Merger, Conversion, Consolidation or Succession to 
Business.	17
Section 3.11.	Letter of Representations.	18
ARTICLE IV Miscellaneous Provisions	18
Section 4.01.	Notices to Book-Entry Depositary or Issuer.	18
Section 4.02.	Notice to the Depositary; Waiver.	18
Section 4.03.	Effect of Headings and Table of Contents.	19
Section 4.04.	Successors and Assign.	19
Section 4.05.	Separability Clause.	19
Section 4.06.	Benefits of Agreement.	19
Section 4.07.	GOVERNING LAW.	19
Section 4.08.	Jurisdiction.	20
Section 4.09.	Counterparts.	20
Section 4.10.	Inspection of Agreement.	20
Section 4.11.	Satisfaction and Discharge.	21
Section 4.12.	Amendments.	21
Section 4.13.	Book-Entry Depositary To Sign Amendments.	21


DEPOSIT AGREEMENT
This Deposit Agreement (as the same may be amended 
from time to time in accordance with the provisions hereof, this 
"Agreement" or this "Deposit Agreement"), dated as of June 1, 1998, is 
among The Bank of New York, a New York banking corporation, as 
book-entry depositary hereunder (the "Book-Entry Depositary"), 
Yorkshire Power Finance Limited, a private company with limited liability 
incorporated under the laws of the Cayman Islands (the "Issuer"), and the 
holders and beneficial owners from time to time of interests in the Book-
Entry Interests (as defined below).
ARTICLE I	

Definitions and Other General Provisions
Section 1.01.	Definitions.
Terms not defined herein have the meanings ascribed to 
them in the Indenture.  The following terms, as used herein, have the 
following meanings:
"Book-Entry Depositary" means the party named as such 
in this Agreement and acting as such or its nominee or the custodian of 
either until a successor shall have become such pursuant to Section 3.08 
hereof, and thereafter "Book-Entry Depositary" shall mean such successor 
or its nominee or the custodian of either.
"Book-Entry Interests" means the certificateless depositary 
interests that shall at all times, prior to any issuance of Definitive 
Registered Debentures in respect thereof, represent the right to receive 
from the bearer of the Global Debentures 100% of the principal, premium 
(if any), interest (including Additional Interest, if any, and Additional 
Amounts, if any) payable with respect to the underlying Global 
Debentures and that are issued to the Depositary by the Book-Entry 
Depositary.
"Book-Entry Register" has the meaning ascribed thereto in 
Section 2.03 hereof.
"Corporate Trust Office" means the office of the Book-
Entry Depositary in The City of New York, at which any particular time 
its corporate trust business shall be principally administered, which at the 
date hereof is located at 101 Barclay Street, New York, NY 10286, Attn: 
Corporate Trust Department, International Finance Unit.
"Debentures" means the Issuer's 8.08% Junior 
Subordinated Deferrable Interest Debentures, Series A due June 30, 2038.
"Definitive Registered Debentures" means Debentures 
issued by the Issuer pursuant to the Indenture substantially in the form 
included as Exhibit B to the Supplemental Indenture and registered in the 
names of the beneficial owners thereof.
"Depositary" means the Property Trustee (or DTC 
(including any nominee of DTC), in the event that the Trust is liquidated 
pursuant to the terms of the Trust Agreement) as the Registered Holder.
"DTC" means The Depository Trust Company, New York, 
New York or its successors.
"Exchange Act" means the United States Securities 
Exchange Act of 1934, as amended.
"Global Debentures" means Debentures in bearer form 
issued by the Issuer to the Book-Entry Depositary pursuant to the 
Indenture substantially in the form included as Exhibit A to the 
Supplemental Indenture.
"Guarantor" means Yorkshire Power Group Limited, a 
private company with limited liability incorporated under the laws of 
England and Wales.
"Indenture" means the Indenture dated as of June 1, 1998, 
among the Issuer, the Guarantor, The Bank of New York, as trustee, 
principal paying agent, registrar and transfer agent, and Banque Generale 
du Luxembourg S.A., as paying agent and transfer agent, relating to the 
Debentures as originally executed or as it may from time to time be 
supplemented or amended including by the Supplemental Indenture and 
for all purposes to the extent applicable, the provisions of the Trust 
Indenture Act that are deemed to be a part of and govern such instrument.
"Indirect Participant" means a Person that holds Interests 
through Participants.
"Interests" means beneficial interests in the Book-Entry 
Interests that will be represented by Trust Securities unless and until the 
Trust is liquidated pursuant to the terms of the Trust Agreement, 
whereafter such interests will be shown on records maintained in book-
entry form by DTC.
"Issuer" means the party named as such in this Agreement 
until a successor replaces it pursuant to the applicable provisions of the 
Indenture and, thereafter, means such successor.
"Issuer Order" means a written request or order signed in 
the name of the Issuer by any Director of the Issuer and by any officer or 
other person duly authorized by the Board of Directors, and delivered to 
the Book-Entry Depositary.
"Letter of Representations" means the Letter of 
Representations to DTC relating to the Debentures and the related Book-
Entry Interests, which would be entered into by the Book-Entry 
Depositary and the Issuer upon the liquidation of the Trust unless 
Definitive Registered Debentures are issued in connection with such 
liquidation.
"Officers' Certificate" means a certificate signed in the 
name of the Issuer by any Director of the Issuer or by any officer or other 
person duly so authorized by the Board of Directors of the Issuer and 
delivered to the Book-Entry Depositary.
"Opinion of Counsel" means a written opinion from legal 
counsel, who may be an employee of or regular counsel for the Issuer or 
may be other counsel reasonably acceptable to the Book-Entry 
Depositary.
"Participant" has the meaning specified in Section 2.02(b) 
herein.
"Property Trustee" means the commercial bank or trust 
company identified as the "Property Trustee" in the preamble to the Trust 
Agreement, or any successor as therein provided.
"Registered Holder" means, with respect to any Book-
Entry Interest, the Person in whose name such Book-Entry Interest is 
registered on the Book-Entry Register maintained by the Book-Entry 
Depositary.
"Responsible Officer", when used with respect to the 
Book-Entry Depositary, means any authorized officer of the Book-Entry 
Depositary including any vice president, assistant vice president, assistant 
secretary, treasurer, assistant treasurer, or any other officer of the Book-
Entry Depositary who customarily performs functions similar to those 
performed by the Persons who at the time shall be such officers, 
respectively, or to whom any depositary matter is referred because of such 
officer's knowledge of and familiarity with the particular subject.
"Securities Act" means the United States Securities Act of 
1933, as amended.
"Supplemental Indenture" mean the First Supplemental 
Indenture to the Indenture dated as of June 1, 1998, among the Issuer, the 
Guarantor, The Bank of New York, as trustee, principal paying agent, 
registrar and transfer agent, and Banque Generale du Luxembourg S.A., 
as paying agent and transfer agent, relating to the Debentures.
"Taxing Jurisdiction" means (i) any supranational 
federation to which the United Kingdom belongs or (ii) the jurisdiction (or 
any political subdivision or taxing authority thereof or therein) in which 
the Issuer or the Guarantor is incorporated or created, as applicable, or in 
which the Issuer or the Guarantor is managed and controlled or has a 
place of business.
"Trust" means Yorkshire Capital Trust I, a Delaware 
statutory business trust.
"Trust Agreement" means the Amended and Restated 
Trust Agreement, dated as of June 1, 1998, among AEP Resources, Inc., 
as Depositor, Yorkshire Cayman Holding Limited, as Control Party, The 
Bank of New York, as Property Trustee, The Bank of New York 
(Delaware), as Delaware Trustee, the administrative trustees named 
therein and the several Holders (as defined therein).
"Trust Securities" means 11,000,000 8.08% Trust 
Securities of the Trust.
"Trustee" means The Bank of New York and its successors 
and assigns, as trustee under the Indenture.
Section 1.02.	Rules of Construction.
Unless the context otherwise requires:
(a)	a term has the meaning assigned to it;
(b)	"or" is not exclusive;
(c)	"including" means including without limitation; and
(d)	words in the singular include the plural and words 
in the plural include the singular.
ARTICLE II	

Book-Entry Interests
Section 2.01.	Deposit of the Global Debentures; Issuance 
of the Book-Entry Interests.
(a) The Book-Entry Depositary hereby accepts custody of 
the Global Debentures from the Trustee and shall act as Book-Entry 
Depositary in accordance with the terms of this Agreement.  The Book-
Entry Depositary shall hold such Global Debentures for the benefit of the 
Trust at its Corporate Trust Office in The City of New York, at the office 
of the paying agent in Luxembourg or at such place outside the United 
Kingdom as it shall determine with the consent of the Issuer and shall 
initially issue the Book-Entry Interests to the Property Trustee to hold, 
pursuant to the Trust Agreement, for the benefit of the Trust.  The Book-
Entry Depositary will segregate the Global Debentures and any amounts 
received or receivable by it in respect thereof in accordance with this 
Agreement and keep them separate and distinct from its other income and 
assets and, in particular, from any amounts which it receives or to which it 
is entitled in any other capacity, including its capacity under the Indenture.
(b)  If, pursuant to the Trust Agreement, the Trust is 
liquidated and Book-Entry Interests are distributed to holders of Trust 
Securities in liquidation of such holders' interests in the Trust, the Global 
Debentures, held by the Book-Entry Depositary and representing all of the 
Debentures will cease to be held for the benefit of the Trust and will, for 
all purposes under this Deposit Agreement, be held by the Book-Entry 
Depositary for the benefit of DTC and its Participants, subject to Section 
2.02, and all of the Book-Entry Interests in the Global Debentures, will, 
pursuant to the Trust Agreement, be transferred by the Property Trustee 
to DTC, which will operate a book-entry settlement system for Interests in 
the Book-Entry Interests in global form in accordance with Section 
2.02(b).
Section 2.02.	Receipt of Book-Entry Interests.
(a)	Prior to the liquidation of the Trust pursuant to the 
Trust Agreement, upon issuance of the Book-Entry Interests by the Book-
Entry Depositary pursuant to Section 2.01(a), the Book-Entry Interests 
shall be held by the Property Trustee for the benefit of the Trust.
(b)	To the extent the Book-Entry Interests are 
transferred to DTC by the Property Trustee as contemplated by Section 
2.01(b):
1.	Upon acceptance by DTC of the Book-Entry 
Interests for entry into its book-entry settlement 
system in accordance with the terms of the Letter 
of Representations, Interests in the Book-Entry 
Interests will be recorded on and traded through 
DTC's book-entry system, and ownership of such 
Interests shall be shown in, and the transfer of such 
ownership shall be effected only through, records 
maintained by (i) DTC or (ii) institutions that have 
accounts with DTC ("Participants").  Interests shall 
be transferable only as units representing authorized 
denominations of the Debentures.

2.	The Book-Entry Interests shall be issuable only to 
DTC or successors of DTC or their respective 
nominees.  Except as provided in Section 2.05, no 
beneficial owner of Interests shall be entitled to 
receive a Definitive Registered Debenture, and such 
beneficial owner's Interests shall be reflected only in 
accordance with the procedures of DTC as set forth 
in the Letter of Representations.

(c)	Transfers of the Book-Entry Interests and Interests 
shall be subject to the restrictions on transfer provided in the legend set 
forth on the face of the Global Debentures relating thereto.
Section 2.03.	Registration of Transfer of the Book-Entry 
Interests.
The Book-Entry Depositary agrees to maintain at the 
Book-Entry Depositary's Corporate Trust Office the Book-Entry Register 
in which the Book-Entry Depositary shall (x) prior to the liquidation of 
the Trust, record the Property Trustee, as holder for the benefit of the 
Trust, as the initial registered owner of the Book-Entry Interests and (y) 
upon the liquidation of the Trust and the transfer of the Book-Entry 
Interests to DTC as contemplated by Section 2.01(b), (i) record Cede & 
Co., as nominee of DTC as the registered owner of the Book-Entry 
Interests and (ii) record the registration and transfer of the Book-Entry 
Interests.  Notwithstanding anything contained herein to the contrary, the 
Book-Entry Interests shall be transferred only pursuant to the Trust 
Agreement for so long as the Trust is the owner of the Debentures.  The 
Book-Entry Interests cannot be transferred unless such transfer is 
recorded on the Book-Entry Register.  The Book-Entry Depositary shall 
not constitute the agent of the Issuer for any other purpose other than that 
of maintaining the Book-Entry Register and, in particular, it shall not 
constitute the agent of the Issuer in relation to any payments it may 
receive in respect of the Global Debentures and may make to the 
Depositary in accordance with its obligations contained herein nor shall it 
be authorized to undertake any obligations on behalf of the Issuer.
The foregoing paragraph shall not (i) impose an obligation 
on the Book-Entry Depositary to record the ownership interests in or 
transfers of Interests held by Participants or its successors or Indirect 
Participants or (ii) restrict transfers of such Interests held by Participants 
or Indirect Participants.  The Book-Entry Depositary shall treat the 
Depositary as the absolute owner of the Book-Entry Interests for all 
purposes whatsoever and shall not be bound or affected by any notice to 
the contrary, other than an order of a court having jurisdiction over the 
Book-Entry Depositary.
Unless and until Global Debentures are exchanged in whole 
or in part for Definitive Registered Debentures pursuant to Section 2.05, 
the Book-Entry Depositary may not register the transfer of the Book-
Entry Interests except as a whole:  (x) prior to the liquidation of the Trust, 
by the Property Trustee to a successor trustee as duly appointed under the 
Trust Agreement and (y) upon liquidation of the Trust and transfer of the 
Book-Entry Interests to DTC as contemplated by Section 2.01(b), (i) by 
DTC to its nominee; (ii) by a nominee of DTC to DTC or to another 
nominee of DTC; or (iii) by DTC or any nominee to a successor 
depositary or a nominee of such successor depositary.
Section 1.04.	Transfer or Exchange of Global Debentures.
The Book-Entry Depositary shall hold the Global 
Debentures in custody for the benefit of the Depositary.  Subject to 
Section 3.08, the Book-Entry Depositary shall not transfer or lend the 
Global Debentures or any interest therein, except that the Global 
Debentures, as a whole and with the Issuer's consent, may be transferred 
(i) by the Book-Entry Depositary to a nominee of the Book-Entry 
Depositary; (ii) by a nominee of the Book-Entry Depositary to the Book-
Entry Depositary or another nominee of the Book-Entry Depositary; or 
(iii) by the Book-Entry Depositary or any such nominee to a successor 
Book-Entry Depositary or a nominee of such successor Book-Entry 
Depositary.  Notwithstanding the foregoing, the Book-Entry Depositary 
may not under any circumstances surrender or deliver the Global 
Debentures to the Depositary.
Section 1.05.	Issuance of Definitive Registered 
Debentures in Respect of the Debentures.
Except as provided in this Section 2.05, no beneficial 
owner of Interests shall be entitled to receive Definitive Registered 
Debentures.
The Book-Entry Depositary will promptly notify the 
Trustee and request in writing that the Issuer issue and the Trustee 
authenticate and deliver Definitive Registered Debentures in exchange for 
the Global Debentures, as a whole but not in part, in such names and 
authorized denominations as the Book-Entry Depositary shall specify, if:  
(i) after liquidation of the Trust and transfer of the Book-Entry Interests 
to DTC as contemplated by Section 2.01(b), DTC notifies the Issuer and 
the Book-Entry Depositary that it is unwilling or unable to continue to 
hold the Book-Entry Interests related to the Global Debentures or DTC at 
any time ceases to be a "clearing agency" registered as such under the 
Exchange Act and, in either case, a successor is not appointed by the 
Issuer within 120 days; (ii) the Book-Entry Depositary notifies the Issuer 
under Section 3.08 that it is unwilling or unable to continue as Book-
Entry Depositary and no successor Book-Entry Depositary is appointed 
within 120 days; or (iii) the Issuer in its sole discretion, executes and 
delivers to the Trustee an Officers' Certificate providing that the Global 
Debentures shall be so exchangeable.  The Book-Entry Depositary agrees 
that in such event it will promptly surrender the Global Debentures held by 
it to the Trustee in connection with such exchange and request in writing 
that the Issuer execute and the Trustee authenticate and deliver without 
charge Definitive Registered Debentures having the same interest rate, if 
any, and maturity and having the same terms as the Interests of the 
requesting owner, in authorized denominations of $25 and integral 
multiples thereof and of an aggregate principal amount equal to such 
owner's Interests and that such Global Debentures will be canceled upon 
issuance of such Definitive Registered Debentures, whereupon this 
Agreement will then terminate.
The Global Debentures shall also be exchangeable, in 
whole or in part, for Definitive Registered Debentures if there shall have 
occurred and be continuing an Event of Default with respect to the 
Debentures.  In such circumstances, beneficial owners of Interests relating 
to the Global Debentures may request in writing that their Interests be 
exchanged for one or more Definitive Registered Debentures (an 
"Optional Definitive Security Request").  Upon receipt of an Optional 
Definitive Security Request, the Book-Entry Depositary shall (i) promptly 
surrender the Global Debentures to the Trustee and request in writing that 
the Issuer execute and the Trustee authenticate and deliver without charge 
Definitive Registered Debentures, having the same interest rate, if any, 
and maturity and having the same terms as the Interests of the requesting 
owner, in authorized denominations of $25 and integral multiples thereof 
and of an aggregate principal amount equal to such owner's Interests; and 
(ii) if the Global Debentures are being exchanged (x) as a whole, then the 
surrendered Global Debentures shall be canceled by the Trustee, or (y) in 
part, then the principal amount of the surrendered Global Debentures shall 
be reduced by an endorsement on Schedule A thereto in the appropriate 
amount.
All costs (taxes, governmental charges or otherwise) 
related to the issuance of Definitive Registered Debentures will be borne 
by the Issuer subject to any exceptions set forth in the Indenture.
Section 1.06.	Redemption of the Debentures.
In the event that the Issuer exercises any right to redeem 
the Debentures in whole or in part, the Book-Entry Depositary, as holder 
of the Global Debentures, shall (i) deliver all amounts received by it in 
respect of the redemption of the Global Debentures to the Depositary and 
(ii) upon notice from the Issuer or the Trustee, as the case may be, 
surrender the Global Debentures at a place of payment or such other place 
as the Issuer may designate, and deliver such Global Debentures to the 
Trustee for cancellation or for reduction of principal amount by an 
endorsement on Schedule A thereto, as the case may be.
Section 1.07.	Cancellation.
If the Global Debentures are surrendered for payment, for 
redemption in whole or for exchange in whole for Definitive Registered 
Debentures to any Person other than the Trustee, such Global Debentures 
shall be surrendered to the Trustee for cancellation.
Section 1.08.	Payments in Respect of the Book-Entry 
Interests and the Global Debentures.
( )	Whenever the Book-Entry Depositary, as holder of 
the Global Debentures, shall receive from the Trustee (or other paying 
agent under the Indenture) any payment on the Global Debentures, such 
payments shall be distributed promptly to the Depositary on the payment 
date for the Global Debentures.  So long as the Property Trustee is the 
Depositary, such payments shall be distributed to the Property Trustee in 
accordance with the Trust Agreement.  So long as DTC is the Depositary, 
such payments shall be made in accordance with the Letter of 
Representations.  The payment date for the Book-Entry Interests for 
payment of any principal or interest shall be the same date as the payment 
date for the Global Debentures.
(b)	The Book-Entry Depositary will forward to the 
Issuer or its agents such information from its records as the Issuer may 
reasonably request in writing to enable the Issuer or its agents to file 
necessary reports with governmental agencies, and the Book-Entry 
Depositary, the Issuer or their agents may (but shall not be required to) 
file any such reports necessary to obtain benefits under any applicable tax 
treaties for the Depositary or the beneficial owners of Interests.
(c)	Notwithstanding any other provisions of this 
Agreement, the Book-Entry Depositary shall be required to pay to the 
Depositary only amounts (including Additional Interest, if any, and 
Additional Amounts, if any) received by the Book-Entry Depositary from 
the Issuer under the Global Debentures or the Guarantor pursuant to the 
Guarantee.
(d)	Neither the Issuer, the Guarantor nor any agent of 
the Issuer or the Guarantor (including but not limited to any paying agent) 
will have any responsibility or liability for any aspect relating to payments 
(including payments of Additional Interest, if any, and Additional 
Amounts, if any) made or to be made by the Book-Entry Depositary to 
the Depositary in respect of the Global Debentures or the Book-Entry 
Interests.  None of the Issuer, the Guarantor, the Trustee, the Book-Entry 
Depositary or any agent of any of the foregoing will have any 
responsibility or liability for any aspect relating to payments (including 
payments of Additional Interest, if any, and Additional Amounts, if any) 
made or to be made by DTC on account of a Participant's or Indirect 
Participant's ownership of an Interest or for maintaining, supervising or 
reviewing any records relating to a Participant's Interests.
Section 1.09.	Change in Principal Amount of Global 
Debentures.
Whenever the principal amount at maturity of the Global 
Debentures held by the Book-Entry Depositary is changed by the Trustee 
as a result of partial redemption or otherwise, the Book-Entry Depositary 
shall record on the Book-Entry Register a corresponding change in the 
principal amount of the related Book-Entry Interests and notify the 
Depositary of such corresponding change.
Section 1.10.	Record Date.
Whenever any payment is to be made in respect of the 
Global Debentures or the Book-Entry Depositary shall receive notice of 
any action to be taken in respect of the Book-Entry Interests or Global 
Debentures, or whenever the Book-Entry Depositary otherwise deems it 
appropriate in respect of any other matter, the Book-Entry Depositary 
shall fix a record date to determine who shall be entitled to receive 
payment in respect of the Book-Entry Interests corresponding to the 
Global Debentures or to take any such action or to act in respect of any 
such matter.  Subject to the provisions of this Agreement, only the 
Depositary shall be entitled to receive any such payment, to give 
instructions as to such action or to act in respect of any such matter.
Section 1.11.	Action in Respect of the Book-Entry 
Interests or the Global Debentures.
(a)	As soon as practicable after receipt by the Book-
Entry Depositary of notice of any solicitation of consents or request for a 
waiver or other action with respect to the Book-Entry Interests or the 
Global Debentures under this Agreement or the Indenture, the Book-
Entry Depositary shall mail to the Depositary a notice containing (i) such 
information as is contained in such notice, (ii) a statement of the record 
date with respect to such consent, waiver or other action, (iii) a statement 
that, on or prior to a specified date (which specified date may be set no 
later than 180 days after the record date) (the "Expiration Date"), the 
Depositary will be entitled, subject to the provisions of or governing the 
Book-Entry Interests or Global Debentures, as the case may be, to 
instruct the Book-Entry Depositary as to such consent, waiver or such 
action, and (iv) a statement specifying the manner in which such 
instructions may be given.  Upon receipt by the Book-Entry Depositary of 
instructions from the Depositary on or prior to the Expiration Date and in 
the specified manner, the Book-Entry Depositary shall endeavor (insofar 
as practicable and permitted under the provisions of or governing the 
Book-Entry Interests or Global Debentures, as the case may be) to take 
such measures regarding the requested consent, waiver or other action in 
respect of such Book-Entry Interests or Global Debentures, as the case 
may be, as shall be in accordance with such instructions.  The Book-Entry 
Depositary shall not itself exercise any discretion in the granting of 
consents or waivers or the taking of any other action in respect of the 
Book-Entry Interests or Global Debentures, as the case may be.
(b)	The Depositary may direct the time, method and 
place of conducting any proceeding for any remedy available to the Book-
Entry Depositary or of exercising any trust or power conferred on the 
Book-Entry Depositary.  However, the Book-Entry Depositary may 
refuse to follow any direction that conflicts with law or this Agreement or 
the Indenture or, subject to Section 3.01 hereof, that the Book-Entry 
Depositary determines would involve it in personal liability.
Section 1.12.	Reports.
The Book-Entry Depositary shall immediately (and in no 
event later than 10 days from receipt) send to the Depositary a copy of 
any notices, reports and other communications received by it relating to 
the Issuer, the Debentures or the Book-Entry Interests.
Section 1.13.	Additional Amounts.
All payments in respect of Book-Entry Interests made by 
the Book-Entry Depositary pursuant to this Agreement shall be made free 
and clear of, and without deduction or withholding for, or on account of, 
any present or future taxes, duties, assessments or governmental charges 
of whatever nature imposed, levied, collected, withheld or assessed by or 
within a Taxing Jurisdiction or by or within any political subdivision 
thereof or any authority therein or thereof having power to tax ("Gross-
Up Taxes"), unless the withholding or deduction is then required by law.  
In the event that such withholding or deduction is required to be made, the 
Book-Entry Depositary shall pay to the Depositary such Additional 
Amounts that have been paid by the Issuer or the Guarantor to the Book-
Entry Depositary as will result in the payment to the Depositary of the 
amount that would otherwise have been receivable by the Depositary, in 
the absence of such withholding or deduction; provided, that Additional 
Amounts need only be paid to the Depositary to the extent that payments 
of Additional Amounts from the Issuer or the Guarantor are required 
under Section 3.12 of the Indenture.
At least 10 days prior to the first interest payment date, and 
at least 10 days prior to each succeeding interest payment date if there has 
been any change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Issuer will furnish the Book-Entry 
Depositary with an Officers' Certificate instructing the Book-Entry 
Depositary whether such payment of principal of or interest on such 
Book-Entry Interests shall be made to the Depositary without deduction 
or withholding for or on account of any Gross-Up Taxes.  If any such 
deduction or withholding shall be required, prior to such interest payment 
date the Issuer will furnish the Book-Entry Depositary with an Officers' 
Certificate that specifies the amount required to be deducted or withheld 
on such payment.  The Issuer shall indemnify the Book-Entry Depositary, 
its officers, directors and employees for, and hold it harmless against, any 
loss, liability or expense reasonably incurred without negligence, willful 
misconduct or bad faith on its part arising out of or in connection with 
actions taken or omitted by it in reliance on any Officers' Certificate 
furnished to it pursuant to this Section 2.13.
Section 1.14.	Changes Affecting Global Debentures.
Upon any reclassification of the Global Debentures, or 
upon any recapitalization, reorganization, merger or consolidation or sale 
of assets affecting the Issuer or to which it is a party, or upon an exchange 
of the Global Debentures pursuant to the Indenture, any securities that 
shall be received by the Book-Entry Depositary in exchange for, in 
conversion of or in respect of the Global Debentures shall be treated as 
new Global Debentures under this Agreement and the Book-Entry 
Interests shall thenceforth represent beneficial interests in such new Global 
Debentures so received.
ARTICLE III	

The Book-Entry Depositary
Section 3.01.	Certain Duties and Responsibilities.
(a)	The Book-Entry Depositary undertakes to perform 
such duties and only such duties as are specifically set forth in this 
Agreement and no implied covenants or obligations shall be read into this 
Agreement against the Book-Entry Depositary.
(b)	In the absence of bad faith on its part, the Book-
Entry Depositary may conclusively rely, as to the truth of the statements 
and the correctness of the opinions expressed therein, upon certificates or 
opinions furnished to the Book-Entry Depositary and conforming to the 
requirements of this Agreement, but in the case of any such certificates or 
opinions which by any provision hereof are specifically required to be 
furnished to the Book-Entry Depositary, the Book-Entry Depositary shall 
examine the same to determine whether or not they conform to the 
requirements of this Agreement.
(c)	No provision of this Agreement shall be construed 
to relieve the Book-Entry Depositary from liability for its own negligent 
action, its own negligent failure to act or its own willful misconduct, 
except that:
(i)	the Book-Entry Depositary shall not be 
liable for any error of judgment made in good faith by a 
Responsible Officer of the Book-Entry Depositary, unless 
the Book-Entry Depositary was negligent in ascertaining 
the pertinent facts; and
(ii)	the Book-Entry Depositary shall not be 
liable with respect to any action taken or omitted to be 
taken by it in good faith in accordance with the direction of 
the Depositary relating to the time, method and place of 
conducting any proceeding for any remedy available to the 
Book-Entry Depositary, or exercising any power conferred 
upon the Book-Entry Depositary, under this Agreement or 
the Indenture.
(d)	No provision of this Agreement shall require the 
Book-Entry Depositary to spend or risk its own funds or otherwise incur 
any financial liability in the performance of any of its duties hereunder, or 
in the exercise of any of its rights or powers, if it shall have reasonable 
grounds for believing that repayment of such funds or adequate indemnity 
against such risk or liability satisfactory to the Book-Entry Depositary has 
not been reasonably assured to it.
(e)	Whether or not therein expressly so provided, every 
provision of this Agreement relating to the conduct or affecting the 
liability of or affording protection to the Book-Entry Depositary shall be 
subject to the provisions of this Section 3.01.
Section 3.02.	Events of Default.
(a)	Within 90 days after the occurrence of any Event of 
Default of which a Responsible Officer of the Book-Entry Depositary 
assigned to its corporate trust department has actual knowledge, the 
Book-Entry Depositary shall transmit by mail to the Depositary in the 
manner provided in Section 4.02 hereof, notice of such Event of Default, 
unless such Event of Default shall have been cured or waived.
(b)	Upon the occurrence of any Event of Default or in 
connection with any other right of the holder of the Global Debentures 
under the Indenture, and if requested by notice in writing by the 
Registered Holder, the Book-Entry Depositary shall take such action as 
shall be requested in such notice in respect of the Global Debentures.
Section 3.03.	Certain Rights of Book-Entry Depositary.
Subject to the provisions of Section 3.01 hereof:
(a)	the Book-Entry Depositary may rely and shall be 
protected in acting or refraining from acting upon any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document believed by it to be genuine and 
to have been signed or presented by the proper party or parties;
(b)	any request or direction of the Issuer mentioned 
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer 
Order or as otherwise expressly provided herein and any resolution of the 
Board of Directors may be sufficiently evidenced by a Board Resolution;
(c)	the Book-Entry Depositary may consult with 
counsel, and the written advice of such counsel or any Opinion of Counsel 
shall be full and complete authorization and protection in respect of any 
action taken, suffered or omitted by it hereunder in good faith and in 
reliance thereon;
(d)	the Book-Entry Depositary shall not be bound to 
make any investigation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document, but the Book-Entry Depositary, 
in its discretion, may make further inquiry or investigation into such facts 
or matters as it may see fit, and, if the Book-Entry Depositary shall 
determine to make such further inquiry or investigation, it shall be entitled 
upon reasonable prior request and during normal business hours to 
examine the books, records and premises of the Issuer, personally or by 
agent or attorney;
(e)	the Book-Entry Depositary may execute any of the 
trusts or powers hereunder or perform any duties hereunder either directly 
or by or through agents or attorneys, but the Book-Entry Depositary shall 
be responsible for any misconduct or negligence on the part of any such 
agent or attorney appointed by it hereunder;
(f)	the Book-Entry Depositary shall be under no 
obligation to expend or risk its own funds or to exercise, at the request or 
direction of the Depositary, any of the rights or powers vested in it by this 
Agreement or the Indenture unless the Depositary shall have offered to the 
Book-Entry Depositary security or indemnity satisfactory to the Book-
Entry Depositary against the costs, expenses and liabilities that might be 
incurred by it in compliance with such request or direction;
(g)	whenever in the administration of its duties under 
this Agreement the Book-Entry Depositary shall deem it desirable that a 
matter be proved or established prior to taking or suffering or omitting 
any action hereunder, the Book-Entry Depositary (unless other evidence 
be herein specifically prescribed) may, in the absence of negligence or bad 
faith on its part, rely upon an Officers' Certificate.
Section 3.04.	Not Responsible for Recitals or Issuance of 
Debentures.
The recitals contained in the Indenture and in the 
Debentures, except the Trustee's certificates of authentication, shall be 
taken as the statements of the Issuer, and the Book-Entry Depositary 
assumes no responsibility for their correctness.  The Book-Entry 
Depositary makes no representations as to the validity or sufficiency of 
this Agreement or of the Debentures.  The Book-Entry Depositary shall 
not be accountable for the use or application by the Issuer of the proceeds 
with respect to the Debentures.
Section 3.05.	Money Held in Trust.
Money held by the Book-Entry Depositary in trust 
hereunder shall be segregated from other funds held by the Book-Entry 
Depositary, pursuant to Section 2.01(a).  The Book-Entry Depositary 
shall be under no obligation to invest or pay interest on any money 
received by it hereunder, except as otherwise agreed in writing with the 
Issuer.  Any interest accrued on funds deposited with the Book-Entry 
Depositary under this Agreement shall be paid by the Book-Entry 
Depositary, as principal and not as agent, to the Issuer from time to time 
and the Depositary shall have no claim to any such interest.
Section 3.06.	Compensation and Reimbursement.
The Issuer agrees:
(a)	to pay to the Book-Entry Depositary from time to 
time such compensation as is agreed upon in writing for services rendered 
by it hereunder, whether or not as agent of the Issuer;
(b)	except as otherwise expressly provided herein, to 
reimburse the Book-Entry Depositary upon its request for all reasonable 
expenses, disbursements and advances incurred or made by the Book-
Entry Depositary in accordance with any provision of this Agreement, 
whether or not as agent of the Issuer (including the reasonable 
compensation and the reasonable expenses and disbursements of its agents 
and counsel, which compensation, expenses and disbursements shall be set 
forth in sufficient written detail to the satisfaction of the Issuer), except 
any such expense, disbursement or advance as may be attributable to its or 
their negligence, willful misconduct or bad faith; and
(c)	to indemnify the Book-Entry Depositary for, and to 
hold it harmless against, any loss, liability or expense incurred without 
negligence, bad faith or willful misconduct on its part arising out of or in 
connection with the acceptance or administration of this Agreement and 
its duties hereunder, whether or not as agent of the Issuer, including the 
costs and expenses of defending itself against any claim of liability in 
connection with the exercise or performance of any of its powers or duties 
hereunder.  The indemnity provided by this Section 3.06(c) shall survive 
the satisfaction and discharge of this Agreement pursuant to Section 4.11 
hereof.
In case any claim shall be made or action brought against 
the Book-Entry Depositary for any reason for which indemnity may be 
sought against the Issuer in accordance with paragraph (c) above, the 
Book-Entry Depositary shall promptly notify the Issuer in writing setting 
forth the particulars of such claim or action and the Issuer may assume the 
defense thereof.  In the event that the Issuer elects to assume such defense 
and select such counsel, the Book-Entry Depositary shall have the rights 
to employ its own counsel, but, in any such case, the fees and expenses of 
such counsel shall be at the expense of the Book-Entry Depositary, unless 
(i) the Issuer agreed in writing to pay such fees and expenses or (ii) the 
named parties to any such action (including any impleaded parties) include 
both the Book-Entry Depositary and the Issuer and the Book-Entry 
Depositary shall have been advised by its counsel that a conflict of interest 
between the Book-Entry Depositary and the Issuer may arise (and Issuer's 
counsel shall have concurred with such advise) and for this reason it is not 
desirable for the Issuer's counsel to represent both the Book-Entry 
Depositary and the Issuer (it being understood, however, that the Issuer 
shall not, in connection with any one such action or separate but 
substantially similar or related actions in the same jurisdiction arising out 
of the same general allegations or circumstances, be liable for reasonable 
fees and expenses of more than one separate firm of attorneys for the 
Book-Entry Depositary (plus any local counsel retained by the Book-
Entry Depositary in its reasonable judgement), which firm shall be 
designated in writing by the Book-Entry Depositary).  The Book-Entry 
Depositary agrees to give all assistance reasonably required in connection 
with the conduct of any such claim or action.
Section 3.07.	Book-Entry Depositary Required; 
Eligibility.
At all times when there is a Book-Entry Depositary 
hereunder, such Book-Entry Depositary shall be a corporation organized 
and doing business under the laws of the United States of America, any 
state thereof or the District of Columbia, having, together with its parents, 
a combined capital and surplus of at least $50,000,000, subject to 
supervision or examination by Federal, state or District of Columbia 
authority and willing to act on reasonable terms.  Such corporation shall 
have its principal place of business in the Borough of Manhattan, The City 
of New York, if there be such a corporation in such location willing to act 
upon reasonable and customary terms and conditions and shall, in any 
case, not perform its duties as Book-Entry Depositary through an office, 
branch or agency in the United Kingdom.  If such corporation, or its 
parent, publishes reports of condition at least annually, pursuant to law or 
to the requirements of the aforesaid supervising or examining authority, 
then for the purposes of this Section 3.07, the combined capital and 
surplus of such corporation shall be deemed to be its combined capital and 
surplus as set forth in its most recent report of condition so published.  
The Book-Entry Depositary hereunder shall at all times be the entity 
acting as the Trustee under the Indenture, subject to receipt of an Opinion 
of Counsel that the same Person is precluded by law from acting in such 
capacities.  If at any time the Book-Entry Depositary shall cease to be 
eligible in accordance with the provisions of this Section 3.07, it shall 
resign immediately in the manner and with the effect hereinafter specified 
in this Article.
Section 1.08.	Resignation and Removal; Appointment of 
Successor.
(a)	No resignation or removal of the Book-Entry 
Depositary and no appointment of a successor Book-Entry Depositary 
pursuant to this Article shall become effective until (i) the acceptance of 
appointment by the successor Book-Entry Depositary in accordance with 
the applicable requirements of Section 3.09 or (ii) the issuance of 
Definitive Registered Debentures for all Global Debentures in accordance 
with Section 2.05 and the Indenture.
(b)	The Book-Entry Depositary may at any time resign 
as Book-Entry Depositary with respect to the Global Debentures by 
giving written notice thereof to the Issuer and the Depositary, in 
accordance with Section 4.01 and Section 4.02, 60 calendar days prior to 
the effective date of such resignation.  The Book-Entry Depositary may be 
removed at any time upon 90 calendar days' notice by the filing with it of 
an instrument in writing signed on behalf of the Issuer and specifying such 
removal and the date when it is intended to become effective.  If the 
instrument of acceptance by a successor Book-Entry Depositary required 
by Section 3.09 hereof shall not have been delivered to the Book-Entry 
Depositary within 30 calendar days after the giving of such notice of 
resignation or removal, the resigning Book-Entry Depositary may petition 
any court of competent jurisdiction for the appointment of a successor 
Book-Entry Depositary.
(c)	If at any time:
(i)	the Book-Entry Depositary shall cease to be 
eligible under Section 3.07 hereof, or shall cease to be 
eligible as Trustee under the Indenture, and shall fail to 
resign after written request therefor by the Issuer or by the 
Depositary, or
(ii)	the Book-Entry Depositary shall become 
incapable of acting with respect to the Book-Entry 
Interests or shall be adjudged a bankrupt or insolvent, or a 
receiver or liquidator of the Book-Entry Depositary or of 
its property shall be appointed or any public officer shall 
take charge or control of the Book-Entry Depositary or of 
its property or affairs for the purpose of rehabilitation, 
conservation or liquidation.
then, in any such case, (i) the Issuer, by Board Resolution, may remove 
the Book-Entry Depositary and appoint a successor Book-Entry 
Depositary, and (ii) if the Issuer shall fail to remove such Book-Entry 
Depositary and appoint a successor Book-Entry Depositary within 30 
calendar days of any such event, then the Depositary may, on behalf of 
itself and all others similarly situated, petition any court of competent 
jurisdiction for the removal of the Book-Entry Depositary or Book-Entry 
Depositaries and the appointment of a successor Book-Entry Depositary, 
unless Definitive Registered Debentures have been issued in accordance 
with Section 2.05 and the Indenture.
(d)	If the Book-Entry Depositary shall resign, be 
removed or become incapable of acting, or if a vacancy shall occur in the 
office of Book-Entry Depositary for any cause, the Issuer, by Board 
Resolution, shall promptly appoint a successor Book-Entry Depositary 
(other than the Issuer) and shall comply with the applicable requirements 
of Section 3.09 hereof.  If no successor Book-Entry Depositary with 
respect to the Global Debentures shall have been so appointed by the 
Issuer and accepted appointment in the manner required by Section 3.09 
within 120 calendar days of any such resignation, removal, incapacity or 
vacancy, then the Depositary may request that Definitive Registered 
Debentures in such names and denominations as the Depositary shall 
instruct in writing with respect to such Global Debentures be issued.  The 
Book-Entry Depositary will thereupon surrender such Global Debentures 
to the Trustee for cancellation and the Trustee shall distribute such 
Definitive Registered Debentures in accordance with the instructions of 
the Depositary, whereupon this Agreement will then terminate.
(e)	The Issuer shall give, or shall cause such successor 
Book-Entry Depositary to give, notice of each resignation and each 
removal of a Book-Entry Depositary and each appointment of a successor 
Book-Entry Depositary to the Depositary in accordance with Section 4.02 
hereof.  Each notice shall include the name of the successor Book-Entry 
Depositary and the address of its Corporate Trust Office.
Section 1.09.	Acceptance of Appointment by Successor.
(a)	In case of the appointment hereunder of a successor 
Book-Entry Depositary, every such successor Book-Entry Depositary so 
appointed shall execute, acknowledge and deliver to the Issuer and to the 
retiring Book-Entry Depositary an instrument accepting such 
appointment, and thereupon the resignation or removal of the retiring 
Book-Entry Depositary shall become effective and such successor Book-
Entry Depositary, without any further act, deed or conveyance, shall 
become vested with all the rights, powers, agencies and duties of the 
retiring Book-Entry Depositary, with like effect as if originally named as 
Book-Entry Depositary hereunder; but, on the request of the Issuer or the 
successor Book-Entry Depositary, such retiring Book-Entry Depositary 
shall (i) execute and deliver an instrument transferring to such successor 
Book-Entry Depositary all the rights and powers of the retiring Book-
Entry Depositary and (ii) duly assign, transfer and deliver to such 
successor Book-Entry Depositary, the Global Debentures and all other 
property and money held by such retiring Book-Entry Depositary 
hereunder.  Any retiring Book-Entry Depositary shall, nonetheless, retain 
a prior claim upon all property or funds held or collected by such Book-
Entry Depositary to secure any amounts then due it pursuant to Section 
3.06 hereof except to the extent that such prior claim and security would 
breach or constitute a default under the Indenture or Debentures.
(b)	Upon request of any such successor Book-Entry 
Depositary, the Issuer shall execute any and all instruments for more fully 
and certainly vesting in and confirming to such successor Book-Entry 
Depositary all such rights, powers and agencies referred to in paragraph 
(a) of this Section 3.09.
(c)	No successor Book-Entry Depositary shall accept 
its appointment unless at the time of such acceptance such successor 
Book-Entry Depositary shall be eligible under this Article.
(d)	Upon acceptance of appointment by any successor 
Book-Entry Depositary as provided in this Section 3.09, the Issuer shall 
give notice thereof to the Depositary in accordance with Section 4.02 
hereof.  If the acceptance of appointment is substantially 
contemporaneous with the resignation of the Book-Entry Depositary, then 
the notice called for by the preceding sentence may be combined with the 
notice called for by Section 3.08(b) hereof.  If the Issuer fails to give such 
notice within 10 days after acceptance of appointment by the successor 
Book-Entry Depositary, the successor Book-Entry Depositary shall cause 
such notice to be given at the expense of the Issuer.
Section 1.10.	Merger, Conversion, Consolidation or 
Succession to Business.
Any corporation into which the Book-Entry Depositary 
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 Book-Entry Depositary shall be a party, or any corporation 
succeeding to all or substantially all the corporate trust business of the 
Book-Entry Depositary, shall be the successor of the Book-Entry 
Depositary hereunder, without the execution or filing of any paper or any 
further act on the part of any of the parties hereto, but subject to Section 
3.07.
Section 1.11.	Letter of Representations.
  The Book-Entry Depositary agrees to enter into and comply with all of 
the provisions set forth in the Letter of Representations so long as DTC is 
the holder of the Book-Entry Interests.
ARTICLE IV	

Miscellaneous Provisions
Section 4.01.	Notices to Book-Entry Depositary or 
Issuer.
Any request, demand, authorization, direction, notice, 
consent, or waiver or other document provided or permitted by this 
Agreement to be made upon, given or furnished to, or filed with,
   the Book-Entry Depositary, by the Depositary, by the 
Trustee or by the Issuer shall be sufficient for every 
purpose hereunder (unless otherwise herein expressly 
provided) if made, given, furnished or filed in writing and 
personally delivered or mailed, first-class postage prepaid, 
to the Book-Entry Depositary at its Corporate Trust 
Office, Attention: Corporate Trust Trustee Administration 
Department, or at any other address previously furnished in 
writing by the Book-Entry Depositary to the Depositary, 
the Trustee and the Issuer, or
   the Issuer, by the Book-Entry Depositary or by DTC 
shall be sufficient for every purpose hereunder (unless 
otherwise herein expressly provided) if made, given, 
furnished or filed in writing and personally delivered or 
mailed, first-class postage prepaid to Yorkshire Power 
Finance Limited, c/o Yorkshire Power Group Limited, 
Wetherby Road, Scarcroft, Leeds LS14 3HS, England, 
Attention:  Finance Director, or at any other address in the 
United Kingdom previously furnished in writing to the 
Book-Entry Depositary by the Issuer.
Section 1.02.	Notice to the Depositary; Waiver.
Where this Agreement provides for notice to the 
Depositary of any event, such notice shall be sufficiently given (unless 
otherwise herein expressly provided or, if the Book-Entry Interests have 
been issued to DTC (or a nominee thereof), as provided in the Letter of 
Representations) if in writing and mailed, first-class postage prepaid, to 
the Depositary at the address outside the United Kingdom notified to the 
Book-Entry Depositary, in each case not later than the latest date, and not 
earlier than the earliest date, prescribed for the giving of such notice.  
Where this Agreement provides for notice in any manner, such notice may 
be waived in writing by the Person entitled to receive such notice, either 
before or after the event, and such waiver shall be the equivalent of such 
notice.  Waivers of notice by the Depositary shall be filed with the Book-
Entry Depositary, but such filing shall not be a condition precedent to the 
validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service 
or by reason of any other cause it shall be impracticable to give such 
notice by mail, then such notification as shall be made with the approval of 
the Book-Entry Depositary shall constitute a sufficient notification for 
every purpose hereunder.
Section 1.03.	Effect of Headings and Table of Contents.
The Article and Section headings herein are for 
convenience only and shall not affect the construction hereof.
Section 1.04.	Successors and Assign.
All covenants and agreements in this Agreement and the 
Debentures by the Issuer shall bind its successors and assigns, whether so 
expressed or not.
Section 1.05.	Separability Clause.
In case any provision in this Agreement or in the 
Debentures shall be invalid, illegal or unenforceable, the validity, legality 
and enforceability of the remaining provisions hereof and thereof shall not 
in any way be affected or impaired thereby.
Section 1.06.	Benefits of Agreement.
Nothing in this Agreement, the Debentures or the 
Indenture, express or implied, shall give to any Person, other than the 
parties hereto and their successors hereunder, any benefits or any legal or 
equitable right, remedy or claim under this Agreement; provided, that the 
Depositary and the beneficial owners of Interests shall be intended third-
party beneficiaries of this Agreement.  The Depositary and beneficial 
owners from time to time of Interests shall be parties to this Agreement 
and shall be bound by all of the terms and conditions hereof and of the 
Indenture and the Debentures, by their acceptance of delivery of the 
Book-Entry Interests and Interests or beneficial interests therein, as the 
case may be.
Section 1.07.	GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE 
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO 
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE 
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER 
JURISDICTION WOULD BE REQUIRED THEREBY.
Section 1.08.	Jurisdiction.
(a)	The Issuer agrees that any legal suit, action or 
proceeding against the Issuer brought by the Book-Entry Depositary 
arising out of or based upon this Agreement may be instituted in any state 
or Federal court in the Borough of Manhattan, The City of New York, 
and waives any objection which it may now or hereafter have to the laying 
of venue of any such proceeding and, until the satisfaction and discharge 
of this Agreement pursuant to  Section 4.11 hereof, irrevocably submits to 
the nonexclusive jurisdiction of such courts in any suit, action or 
proceeding.
(b)	The Issuer has appointed CT Corporation System 
at 1633 Broadway, New York, New York 10019, as its authorized agent 
(the "Authorized Agent") upon whom process may be served in any legal 
suit, action or proceeding arising out of or based upon this Agreement 
which may be instituted in the Supreme Court of New York, New York 
County or the United States District Court for the Southern District of 
New York by the Depositary or the Book-Entry Depositary, and expressly 
accepts the nonexclusive jurisdiction of any such court in respect of any 
such action.  Such appointment shall be irrevocable.  Service of process 
upon the Authorized Agent shall be deemed, in every respect, effective 
service of process upon the Issuer.  Notwithstanding the foregoing, any 
action based on this Agreement may be instituted by the Book-Entry 
Depositary in any competent court in England or the Cayman Islands.
(c)	To the extent that the Issuer may in any jurisdiction 
claim for itself or its assets immunity (to the extent such immunity may 
now or hereafter exist, whether on the grounds of sovereign immunity or 
otherwise) from suit, execution, attachment (whether in aid of execution, 
before judgment or otherwise) or other legal process (whether through 
service or notice or otherwise), and to the extent that in any such 
jurisdiction there may be attributed to itself or its assets such immunity 
(whether or not claimed), the Issuer irrevocably agrees with respect to any 
matter arising under this Deposit Agreement for the benefit of the 
Registered Holder from time to time of the Book-Entry Interests, not to 
claim, and irrevocably waives, such immunity to the full extent permitted 
by the laws of such jurisdiction.
Section 1.09.	Counterparts.
This Agreement may be executed in any number of 
counterparts by the parties hereto on separate counterparts, each of 
which, when so executed and delivered, shall be deemed an original, but 
all such counterparts shall together constitute one and the same 
instrument.
Section 1.10.	Inspection of Agreement.
A copy of this Agreement shall be available at all 
reasonable times during normal business hours at the Corporate Trust 
Office of the Book-Entry Depositary for inspection by the Depositary.
Section 1.11.	Satisfaction and Discharge.
This Agreement upon Issuer Order shall cease to be of 
further effect, and the Book-Entry Depositary, at the expense of the Issuer 
shall execute proper instruments acknowledging satisfaction and discharge 
of this Agreement, when (i) either (a) the Indenture has been satisfied and 
discharged pursuant to the provisions thereof or (b) Definitive Registered 
Debentures have been issued and the Global Debentures have been 
canceled in accordance with the provisions of Section 2.07 and the 
Indenture, (ii) the Issuer has paid or caused to be paid all sums payable 
hereunder by the Issuer and (iii) the Issuer has delivered to the Book-
Entry Depositary an Officers' Certificate and an Opinion of Counsel, 
stating that all conditions precedent herein provided relating to the 
satisfaction and discharge of this Agreement have been complied with.
Section 1.12.	Amendments.
The Issuer and the Book-Entry Depositary may amend this 
Agreement without the consent of the Depositary:
(a)	to cure any formal defect, omission, inconsistency 
or ambiguity herein;
(b)	to add to the covenants and agreements of the 
Issuer or the Book-Entry Depositary ;
(c)	to effect the assignment of the Book-Entry 
Depositary's rights and duties to a qualified successor as provided herein;
(d)	to comply with any requirements of the Securities 
Act, the Exchange Act, the Investment Company Act, the Trust Indenture 
Act or any other applicable securities laws;
(e)	to modify this Agreement in connection with an 
amendment to the Indenture that does not require the consent of holders 
of the Debenture; or
(f)	to modify, alter, amend or supplement this 
Agreement in any other respect not inconsistent with this Agreement 
which, in the opinion of counsel acceptable to the Issuer, is not materially 
adverse to the Depositary or the beneficial owners of Interests.
Except as set forth in this Section 4.12, no amendment 
which materially adversely affects the Depositary or beneficial owners of 
Interests may be made to this Agreement without the consent of the 
Depositary or such beneficial owner.
Section 1.13.	Book-Entry Depositary To Sign 
Amendments.
The Book-Entry Depositary shall sign any amendment 
authorized pursuant to Section 4.12 hereof if the amendment does not 
materially adversely affect the rights, duties, liabilities or immunities of
the Book-Entry Depositary.  If it does, the Book-Entry Depositary may, but 
need not, sign it.



IN WITNESS WHEREOF, the parties have caused this 
Agreement to be duly executed as of the date first written above.
YORKSHIRE POWER 
FINANCE LIMITED


By:		
	Name:  Armando A. 
Pena
	Title:    Authorized 
Signatory
THE BANK OF NEW 
YORK, as
Book-Entry Depositary


By:	
      Name:
      Title:


 .continued from the preceding page
continued on the following page.
ii
NY-180450.3






i
NY-180450.3

22
NY-180450.3



NY-180450.3
EXHIBIT 4.8
YORKSHIRE POWER FINANCE LIMITED, AS ISSUER

AND

YORKSHIRE POWER GROUP LIMITED, AS GUARANTOR

AND

THE BANK OF NEW YORK, AS TRUSTEE,
PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER 
AGENT

AND

BANQUE GENERALE DU LUXEMBOURG S.A.,
AS PAYING AND TRANSFER AGENT


INDENTURE

DATED AS OF FEBRUARY 1, 1998


_________________________________________


DEBT SECURITIES




Reconciliation and tie between Trust Indenture Act of 1939 and
Indenture, dated as of February 1, 1998

Trust Indenture Act Section                  Indenture Section
(S) 310(a)(1)	                                609
       (a)(2)                                 609
       (a)(3)                                	Not Applicable
       (a)(4)                                 Not Applicable
       (b)                                    608
                                              610

(S) 311(a)                                    613(a)
       (b)   	                                613(b)
       (b)(2)                                	703(a)(2)
                                              703(b)

(S) 312(a)                                   	701 
                                              702(a)
       (b)                                   	702(b)
       (c)                                   	702(c)

(S) 313(a)	                                   703(a)
       (b)(1)	                                Not Applicable
       (b)(2)	                                703(b)
       (c)                                   	703(a), 703(b)
       (d)                                   	703(c)

(S) 314(a)                                   	704
       (a)(4)                                	704
       (b)                                   	Not Applicable
       (c)(1)	                                102
       (c)(2)                                	102
       (c)(3)                                	Not Applicable
       (d)                                   	Not Applicable
       (e)                                   	102

(S) 315(a)                                   	601(a)
       (b)	                                   602 703(a)(7)
       (c)	                                   601(b)
       (d)                                   	601(c)
       (d)(1)                                	601(a)(1)
       (d)(2)                                	601(c)(1)
       (d)(3)	                                601(c)(3)
       (e)                                   	514

(S) 316(a)(1)(A)                             	502
                                              512
       (a)                                   	513
       (a)(2)                                	Not Applicable
       (b)                                   	508
       (c)	                                   105

(S) 317(a)(1)	                                503
       (a)(2)                                	504
       (b)                                   	100

(S) 318(a)                                   	107

_____________
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be 
a part of the Indenture

INDENTURE, dated as of February 1, 1998, among 
YORKSHIRE POWER FINANCE LIMITED, a limited liability company 
organized under the laws of the Cayman Islands, as issuer (the 
"Company"), having its registered office at P.O. Box 309, George Town, 
Grand Cayman, Cayman Islands, British West Indies, YORKSHIRE 
POWER GROUP LIMITED, a private limited company incorporated 
under the laws of England and Wales, having its registered office at 
Wetherby Road, Scarcroft, Leeds, England, as guarantor (the 
"Guarantor"), THE BANK OF NEW YORK, as trustee, principal paying 
agent, registrar and transfer agent (the "Trustee"), and BANQUE 
GENERALE DU LUXEMBOURG S.A., as paying and transfer agent.
RECITALS OF THE COMPANY AND THE GUARANTOR
The Company has duly authorized the execution and 
delivery of this Indenture to provide for the issuance from time to time of 
certain of its unsecured debentures, notes or other evidences of 
indebtedness (herein called the "Securities") to be issued in one or more 
series as provided in this Indenture.
All things necessary to make this Indenture a valid 
agreement of the Company, and the Guarantor, in accordance with its 
terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of 
the Securities by the Holders thereof, it is mutually covenanted and agreed, 
for the equal and proportionate benefit of all Holders of the Securities, or 
of series thereof, as follows:
ARTICLE ONE	

DEFINITIONS AND OTHER PROVISIONS OF GENERAL 
APPLICATION
SECTION 101.	Definitions
For all purposes of this Indenture, all indentures 
supplemental hereto and any document or instrument delivered pursuant to 
the provisions hereof, except as otherwise expressly provided or unless the 
context otherwise requires:
(1)	the terms defined in this Article have the respective 
meanings assigned to them in this Article and include the plural as 
well as the singular;
(2)	all other terms used herein which are defined in the 
Trust Indenture Act, either directly or by reference therein, have the 
meanings assigned to them therein;
(3)	all accounting terms not otherwise defined herein 
have the meanings assigned to them in accordance with generally 
accepted accounting principles in the United States and, except as 
otherwise herein expressly provided, the term "generally accepted 
accounting principles", with respect to any computation required or 
permitted hereunder shall mean such accounting principles as are 
generally accepted in the United States at the date of such 
computation; and 
(4)	the words "herein", "hereof" and "hereunder" and 
other words of similar import refer to this Indenture as a whole and 
not to any particular Article, Section or other subdivision.
Certain terms, used principally in Article Six, are defined in 
that Article.
"Act", when used with respect to any Holder, has the 
meaning specified in Section 104.

"Additional Amounts" has the meaning specified in Section 
1009.

"Affiliate" of any specified Person means any other Person 
directly or indirectly controlling or controlled by or under direct or indirect 
common control with such specified Person.  For the purposes of this 
definition, "control", when used with respect to any specified Person means 
the power to direct the management and policies of such Person, directly or 
indirectly, whether through the ownership of voting securities, by contract 
or otherwise; and the terms "controlling", and "controlled" have meanings 
correlative to the foregoing.

"Attributable Debt" means, in respect of a Sale and Lease-
Back Transaction, as at the time of determination, the present value 
(discounted at the rate borne by the applicable series of Securities) of the 
total obligations of the lessee for rental payments during the remaining term 
of the lease included in such Sale and Lease-Back Transaction (including 
any period for which such lease has been extended).

"Authenticating Agent" means any Person authorized to 
authenticate and deliver Securities on behalf of the Trustee pursuant to 
Section 614.

"Bearer Security" means any Security that is payable to 
bearer.

"Board of Directors" means either the board of directors of 
the Company or any duly authorized committee of that Board.

"Board Resolution" means a copy of a resolution certified 
by a Director of the Company to have been duly adopted by the Board of 
Directors and to be in full force and effect on the date of such certification.

"Book-Entry Depositary" means, with respect to the 
Securities of any series issuable or issued in whole or in part in the form of 
one or more Global Securities, the Person designated as Book-Entry 
Depositary (or a nominee thereof) by the Company pursuant to Section 
301, and, if so provided pursuant to Section 301 with respect to the 
Securities of a series, any successor to such Person.  If at any time there is 
more than one such Person, "Book-Entry Depositary" shall mean, with 
respect to any series of Securities, the qualifying entity which has been 
appointed with respect to the Securities of that series.

"Book-Entry Interests" means certificateless depositary 
interests to be issued by the Book-Entry Depositary to DTC representing in 
the aggregate a 100% beneficial interest in a Global Bearer Security.

"Business Day", when used with respect to the Place of 
Payment of the Securities of any series, means each day which is not a 
Saturday, a Sunday or a day on which banking institutions in any Place of 
Payment for the Securities of that series are authorized or obligated by law 
to remain closed.

"Commission" means the United States Securities and 
Exchange Commission, as from time to time constituted, created under the 
Exchange Act, or, if at any time after the execution of this instrument such 
Commission is not existing and performing the duties now assigned to it 
under the Trust Indenture Act, then the body performing such duties at 
such time.

"Company" means the Person named as the "Company" in 
the first paragraph of this instrument until a successor company shall have 
become such pursuant to the applicable provisions of this Indenture, and 
thereafter "Company" shall mean such successor company.

"Company Request" or "Company Order" means a written 
request or order signed in the name of the Company by any Director and by 
any other Director or the Treasurer, Secretary, any Assistant Treasurer or 
Assistant Secretary or any other officer so authorized and delivered to the 
Trustee.

"Consolidated Net Tangible Assets" shall mean the total of 
all assets (including revaluations thereof as a result of commercial 
appraisals, price level restatement or otherwise) appearing on a 
consolidated balance sheet of the Guarantor, net of applicable reserves and 
deductions, but excluding goodwill, trade names, trademarks, patents, 
unamortized debt discount and all other like intangible assets (which term 
shall not be construed to include such revaluations), less the aggregate of 
the consolidated current liabilities of the Guarantor appearing on such 
balance sheet.

"Corporate Trust Office" means the principal office of the 
Trustee in The City of New York, at which at any particular time its 
corporate trust business shall be administered, which at the date hereof is 
101 Barclay Street, New York, New York, 10286.

"corporation" includes corporations, associations, 
companies and business trusts.

"Debt" has the meaning specified in Section 1004.

"default" for purposes of Section 601 of this Indenture is 
defined to mean an "Event of Default" as specified in Section 501 hereof, 
and for purposes of Section 310(b) of the Trust Indenture Act, "default" 
shall mean an "Event of Default" as specified in Section 501 hereof but 
exclusive of any period of grace or requirement of notice.

"Defaulted Interest" has the meaning specified in Section 
308.

"Deposit Agreement" means any deposit agreement among 
the Company, a Book-Entry Depositary and the holders and beneficial 
owners from time to time of interests in the Book-Entry Interests.

"Director" means any member of the Board of Directors at 
the time of determination.

"discharged" means, with respect to the Securities of any 
series, the discharge of the entire indebtedness represented by, and 
obligations of the Company under, the Securities of such series and the 
satisfaction of all the obligations of the Company under this Indenture 
relating to the Securities of such series, except (A) the rights of Holders of 
the Securities of such series to receive, from the trust fund described in 
Section 403 hereof, payment of the principal of, premium, if any, and 
interest, if any, on the Securities of such series when such payments are 
due, (B) the Company's obligations with respect to the Securities of such 
series with respect to registration, transfer, exchange and maintenance of a 
Place of Payment and (C) the rights, powers, trusts, duties, protections and 
immunities of the Trustee under this Indenture.

"Dollar" or "$" means a dollar or other equivalent unit in 
such coin or currency of the United States as at the time shall be legal 
tender for the payment of public and private debt in the United States.

"DTC" means The Depository Trust Company (or a 
nominee thereof) or its successors.

"Event of Default" has the meaning specified in Section 501.

"Exchange Act" means the United States Securities 
Exchange Act of 1934, as amended.

		"Global Bearer Security" means a Bearer Security, 
evidencing all or part of a series of Securities, issued to the Book-Entry 
Depositary for such series.

		"Global Registered Security" means a Registered Security, 
evidencing all or part of a series of Securities, issued to the Book-Entry 
Depository for such series.

"Global Security" means a Global Registered Security or a 
Global Bearer Security. 

		"Gross-Up Taxes" has the meaning specified in Section 
1009.
		"Guarantee" means the guarantee set forth in Article 
Fourteen by the Guarantor of any Security of any series authenticated and 
delivered pursuant to this Indenture either (i) if specified, as contemplated 
by Section 301, to be applicable to Securities of such series and not 
endorsed on such Securities pursuant to Article Fourteen hereof, or (ii) in 
all other cases, endorsed on such Securities.
		"Guarantor" means the Person named as the "Guarantor" in 
the first paragraph of this instrument, until a successor company shall have 
become such pursuant to the applicable provisions of this Indenture, and 
thereafter "Guarantor" shall mean such successor company.
"Holder" means, in the case of a Registered Security, the 
Person in whose name a Security is registered in the Security Register and, 
in the case of a Global Bearer Security, the Book-Entry Depositary 
therefor.

"Indenture" means this instrument as originally executed or 
as it may from time to time be supplemented or amended by a Board 
Resolution and an Officers' Certificate issued pursuant thereto or by one or 
more indentures supplemental hereto entered into pursuant to the 
applicable provisions hereof and shall include the terms of particular series 
of Securities established as contemplated by Section 301.

"Indirect Participant" means a Person that holds an interest 
in the Book-Entry Interests through a Participant.

"Interest", when used with respect to an Original Issue 
Discount Security which by its terms bears interest only after Maturity, 
means interest payable after Maturity at the rate prescribed In such Original 
Issue Discount Security.

"Interest Payment Date", when used with respect to any 
Security, means the Stated Maturity of an installment of interest on such 
Security.

"Letter of Representations" means, with respect to the 
Securities of any series, the letter of representations from the Company and 
the Trustee to DTC with respect to the Securities of that series that are 
represented by Global Registered Securities issued to DTC or the letter of 
representations from the Company and the Book-Entry Depositary to DTC 
with respect to the Securities of that series that are represented by Global 
Bearer Securities issued to such Book-Entry Depositary.

"Lien" means any mortgage, lien, pledge, security interest or 
other encumbrance; provided, however, that the term "Lien" shall not mean 
any easements, rights-of-way, restrictions and other similar encumbrances 
and encumbrances consisting of zoning restrictions, leases, subleases, 
licenses, sublicenses, restrictions on the use of property or defects in title 
thereto.

"Maturity", when used with respect to any Security, means 
the date on which the principal of such Security or an installment of 
principal becomes due and payable as therein or herein provided, whether 
at the Stated Maturity or by declaration of acceleration, call for redemption 
or otherwise.

"Officers' Certificate" means a certificate signed by any 
Director or the Treasurer, Secretary, any Assistant Treasurer or Assistant 
Secretary of the Company or any other officer of the Company so 
authorized and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, 
who, unless otherwise required by the Trust Indenture Act, may be an 
employee of, or regular counsel for, the Company, or may be other counsel 
reasonably acceptable to the Trustee.

"Original Issue Discount Security" means any Security 
which provides for an amount less than the principal amount thereof to be 
due and payable upon a declaration of acceleration of the Maturity thereof 
pursuant to Section 502.

"Outstanding", when used with respect to Securities of any 
series, means, as of the date of determination, all Securities of such series 
theretofore authenticated and delivered under this Indenture, except:

	(i)	Securities theretofore canceled by the Trustee or 
delivered to the Trustee for cancellation;
	(ii)	Securities, or portions thereof, for whose payment or 
redemption money or U.S.  Government Obligations in the 
necessary amount has been theretofore deposited with the Trustee 
or any Paying Agent (other than the Company) in trust or set aside 
and segregated in trust by the Company (if the Company shall act as 
its own Paying Agent) for the Holders of such Securities; provided 
that, if such Securities are to be redeemed, notice of such 
redemption has been duly given pursuant to this Indenture or 
provision therefor satisfactory to the Trustee has been made; and
	(iii) 	Securities which have been paid pursuant to the terms 
hereof or thereof or in exchange for or in lieu of which other 
Securities have been authenticated and delivered pursuant to 
Section 306 of this Indenture, other than any such Securities in 
respect of which there shall have been presented to the Trustee 
proof satisfactory to it that such Securities are held by a bona fide 
purchaser in whose hands such Securities are valid obligations of 
the Company;
provided, however, that in determining whether the Holders of the requisite 
principal amount of the Outstanding Securities have given any request, 
demand, authorization, direction, notice, consent or waiver hereunder, (a) 
the principal amount of an Original Issue Discount Security that shall be 
deemed to be outstanding for such purposes shall be the amount of the 
principal thereof that would be due and payable as of the date of such 
determination upon a declaration of acceleration of the Maturity thereof 
pursuant to Section 502, and (b) Securities owned by the Company or any 
other obligor upon the Securities or any Affiliate of the Company or of 
such other obligor shall be disregarded and deemed not to be Outstanding, 
except that in determining whether the Trustee shall be protected in relying 
upon any such request, demand, authorization, direction, notice, consent or 
waiver, only Securities which a Responsible Officer of the Trustee actually 
knows to be so owned shall be so disregarded.  Securities so owned as 
described in clause (b) above which have been pledged in good faith may 
be regarded as Outstanding if the pledgee certifies to the Trustee the 
pledgee's right so to act with respect to such Securities and that the 
pledgee is not the Company or any other obligor upon the Securities or any 
Affiliate of the Company or of such other obligor.
"Participant" means a Person that has an account with DTC.

"Paying Agent" means Banque Generale du Luxembourg 
S.A.  and any other Person authorized by the Company to pay the principal 
of, premium, if any, or interest on any Securities on behalf of the Company 
hereunder, including, without limitation, the Principal Paying Agent.

"Person" means any individual, corporation, limited liability 
company, partnership, joint venture, association, joint-stock company, 
trust, unincorporated organization or government or any agency or political 
subdivision thereof.

"Place of Payment", when used with respect to the 
Securities of any series, means the place or places where the principal of, 
premium, if any, and interest, if any, on the Securities of that series are 
payable as specified in or as contemplated by Section 301.

"Predecessor Security" of any particular Security means 
every previous Security evidencing all or a portion of the same debt as that 
evidenced by such particular Security; and, for the purpose of this 
definition, any Security authenticated and delivered under Section 306 in 
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security 
shall be deemed to evidence the same debt as the mutilated, destroyed, lost 
or stolen security.

"Principal Paying Agent" means The Bank of New York 
until a successor Principal Paying Agent shall have become such pursuant 
to the applicable provisions of this Indenture and, thereafter, "Principal 
Paying Agent" shall mean such successor Principal Paying Agent.

"Redemption Date", when used with respect to any Security 
to be redeemed, means the date fixed for such redemption by or pursuant 
to this Indenture.

"Redemption Price", when used with respect to any Security 
to be redeemed, means the price at which it is to be redeemed pursuant to 
this Indenture, exclusive of accrued and unpaid interest.

"Registered Security" means any Security that is payable to 
a registered owner or registered assigns thereof as registered in the 
Security Register.

"Regular Record Date" for the interest payable on any 
Interest Payment Date on the Securities of any series means the date 
specified for that purpose as contemplated by Section 301.

"Relevant Date" for any payment made with respect to the 
Securities of any series means whichever is the later of (i) the date on 
which the relevant payment first becomes due and (ii) if the full amount 
payable has not been received in The City of New York by the Book-Entry 
Depositary or the Trustee on or prior to such due date, the date on which, 
the full amount having been so received, notice to that effect shall have 
been given to the Holders in accordance with this Indenture.

"Responsible Officer", when used with respect to the 
Trustee, means any officer within the Corporate Trust Office including any 
vice president, managing director, the secretary, assistant vice president, 
assistant secretary, or any other officer of the Trustee, customarily 
performing functions similar to those performed by any of the 
above-designated officers and also means, with respect to a particular 
corporate trust matter, any other officer to whom such matter is referred 
because of his knowledge of and familiarity with the particular subject.

"Sale and Lease-Back Transaction" has the meaning 
specified in Section 1005.

"Securities" has the meaning stated in the first recital of this 
Indenture and more particularly means any Securities authenticated and 
delivered under this Indenture.

"Securities Act" means the United States Securities Act of 
1933, as amended.

"Security Register" and "Security Registrar" have the 
respective meanings specified in Section 306.

"Significant Subsidiary" means, at any particular time, any 
Subsidiary whose gross assets or gross revenues (having regard to the 
Guarantor's direct and/or indirect beneficial interest in the shares, or the 
like, of that Subsidiary) represent at least 25% of the consolidated gross 
assets or consolidated gross revenues, as the case may be, of the 
Guarantor.

"Special Record Date" for the payment of any Defaulted 
Interest means a date fixed by the Trustee pursuant to Section 308.

"Stated Maturity", when used with respect to any Security 
or any installment of principal thereof or interest thereon, means the date 
specified in such Security as the fixed date on which the principal of such 
Security or such installment of principal or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the 
outstanding Voting Stock of which is owned, directly or indirectly, by the 
Guarantor or by one or more other Subsidiaries, or by the Guarantor and 
one or more other Subsidiaries.

		"Taxing Jurisdiction" means (i) any supranational federation 
to which the United Kingdom belongs or (ii) the jurisdiction (or any 
political subdivision or taxing authority thereof) in which the Company or 
the Guarantor, is incorporated or in which the Company or the Guarantor 
is managed and controlled or has a place of business.
"Transfer Agent" means any Person authorized by the 
Company to effectuate the exchange or transfer of any Security on behalf 
of the Company hereunder, including, initially pursuant to Section 304, The 
Bank of New York and Banque Generale du Luxembourg S.A.

"Trustee" means the Person named as the "Trustee" in the 
first paragraph of this instrument until a successor Trustee shall have 
become such pursuant to the applicable provisions of this Indenture, and 
thereafter "Trustee" shall mean or include each Person who is then a 
Trustee hereunder, and if at any time there is more than one such Person, 
"Trustee" as used with respect to the Securities of any series shall mean the 
Trustee with respect to Securities of that series.

"Trust Indenture Act" means the United States Trust 
Indenture Act of 1939 as in force at the date as of which this instrument 
was executed, except as provided in Section 905.

"United Kingdom" means the United Kingdom of Great 
Britain and Northern Ireland, its territories, its possessions and other areas 
subject to its jurisdiction.

"United States" means the United States of America 
(including the States and the District of Columbia), its territories, its 
possessions and other areas subject to its jurisdiction.

"U.S. Government Obligations" means direct obligations of 
the United States for the payment of which its full faith and credit is 
pledged, or obligations of a person controlled or supervised by and acting 
as an agency or instrumentality of the United States and the payment of 
which is unconditionally guaranteed by the United States, and shall also 
include a depository receipt issued by a bank or trust company as custodian 
with respect to any such U.S.  Government Obligation or a specific 
payment of interest on or principal of any such U.S.  Government 
Obligation held by such custodian for the account of a holder of a 
depository receipt; provided that (except as required by law) such 
custodian is not authorized to make any deduction from the amount 
payable to the holder of such depository receipt from any amount received 
by the custodian in respect of the U.S. Government obligation or the 
specific payment of interest on or principal of the U.S. Government 
Obligation evidenced by such depository receipt.

"Voting Stock" of any corporation means stock of the class 
or classes having general voting power under ordinary circumstances to 
elect at least a majority of the board of directors of a corporation 
(irrespective of whether or not at the time stock of any other class or 
classes shall have or might have voting power by reason of the happening 
of any contingency).

SECTION 102.	Compliance Certificates and Opinions
Except as otherwise expressly provided by this Indenture, 
upon any application or request by the Company to the Trustee to take any 
action under any provision of this Indenture, the Company shall furnish to 
the Trustee an Officers' Certificate stating that all conditions precedent, if 
any, provided for in this Indenture relating to the proposed action have 
been complied with and an Opinion of Counsel stating that in the opinion 
of such counsel all such conditions precedent, if any, have been complied 
with, except that in the case of any such application or request as to which 
the furnishing of such documents is specifically required by any provision 
of this Indenture relating to such particular application or request, no 
additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with 
a condition or covenant provided for in this Indenture shall include:
(1)	a statement that each individual signing such 
certificate or opinion has read such covenant or condition and the 
definitions herein relating thereto;
(2)	a brief statement as to the nature and scope of the 
examination or investigation upon which the statements or opinions 
contained in such certificate or opinion are based;
(3)	a statement that, in the opinion of each such 
individual, he has made such examination or investigation as is 
necessary to enable him to express an informed opinion as to 
whether or not such covenant or condition has been complied with; 
and
(4)	a statement as to whether, in the opinion of each 
such individual, such condition or covenant has been complied with.
SECTION 103.	Form of Documents Delivered to Trustee
In any case where several matters are required to be 
certified by, or covered by an opinion of, any specified Person, it is not 
necessary that all such matters be certified by, or covered by the opinion of, 
only one such Person, or that they be so certified or covered by only one 
document, but one such Person may certify or give an opinion with respect 
to some matters and one or more other such Persons as to other matters, 
and any such Person may certify or give an opinion as to such matters in 
one or several documents.
Any certificate or opinion of an officer or Director may be 
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer or Director knows, or in 
the exercise of reasonable care should know, that the certificate or opinion 
or representations with respect to the matters upon which his certificate or 
opinion is based are erroneous.  Any such certificate or Opinion of Counsel 
may be based, insofar as it relates to factual matters, upon a certificate or 
opinion of, or representations by, an officer or officers or Director or 
Directors stating that the information with respect to such factual matters is 
in the possession of the Company, unless such counsel knows, or in the 
exercise of reasonable care should know, that the certificate or opinion or 
representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two 
or more applications, requests, consents, certificates, statements, opinions 
or other instruments under this Indenture, they may, but need not, be 
consolidated and form one instrument.
SECTION 104.	Acts of Holders
(a)	Any request, demand, authorization, direction, 
notice, consent, waiver or other action provided by this Indenture to be 
given or taken by Holders may be embodied in and evidenced by one or 
more instruments of substantially similar tenor signed by such Holders in 
Person or by agent duly appointed in writing, and, except as herein 
otherwise expressly provided, such action shall become effective when such 
instrument or instruments are delivered to the Trustee and, where it is 
hereby expressly required, to the Company.  Such instrument or 
instruments (and the action embodied therein and evidenced thereby) are 
herein sometimes referred to as the "Act" of the Holders signing such 
instrument or instruments.  Proof of execution of any such instrument or of 
a writing appointing any such agent shall be sufficient for any purpose of 
this Indenture and (subject to Section 601) conclusive in favor of the 
Trustee and the Company, if made in the manner provided in this Section 
104.
Without limiting the generality of the foregoing, unless 
otherwise established in or pursuant to a Board Resolution or set forth or 
determined in an Officers' Certificate, or established in one or more 
indentures supplemental hereto, pursuant to Section 301, a Holder, 
including a Book-Entry Depositary that is a Holder of a Global Security, 
may make, give or take, by a proxy, or proxies, duly appointed in writing, 
any request, demand, authorization, direction, notice, consent, waiver or 
other action provided in this Indenture to be made, given or taken by 
Holders, and a Book-Entry Depositary that is a Holder of a Global Security 
may provide its proxy or proxies to the beneficial owners of interests in any 
such Global Security through such Book-Entry Depositary's standing 
instructions and customary practices.
(b)	The fact and date of the execution by any Person of 
any such instrument, writing or proxy may be proved by the affidavit of a 
witness of such execution or by a certificate of a notary public or other 
officer authorized by law to take acknowledgments of deeds, certifying that 
the individual signing such instrument, writing or proxy acknowledged to 
him the execution thereof.
Where such execution is by a signer acting in a capacity 
other than his individual capacity, such certificate or affidavit shall also 
constitute sufficient proof of his authority.  The fact and date of the 
execution of any such instrument, writing or proxy, or the authority of the 
Person executing the same, may also be proved in any other manner which 
the Trustee deems sufficient.
(c)	The ownership of Registered Securities shall be 
proved by the Security Register.
(d)	Any request, demand, authorization, direction, 
notice, consent, waiver or other Act of the Holder of any Security shall 
bind every future Holder of the same Security and the Holder of every 
Security issued upon the registration of transfer thereof or in exchange 
therefor or in lieu thereof in respect of anything done, omitted or suffered 
to be done by the Trustee or the Company in reliance thereon, whether or 
not notation of such action is made upon such Security.
(e)	The principal or face amount and serial numbers of 
Bearer Securities of any series held by any Person, and the date of holding 
the same, may be proved by the production of such Bearer Securities or by 
a certificate executed by the Book-Entry Depositary for such Bearer 
Securities.
(f)	If the Company shall solicit from the Holders of 
Securities of any series any request, demand, authorization, direction, 
notice, consent, waiver or other Act, the Company may, at its option, by 
Board Resolution, fix in advance a record date for purposes of determining 
the identity of Holders of Securities entitled to give such request, demand, 
authorization, direction, notice, consent, waiver or other Act, but the 
Company shall have no obligation to do so.  Any such record date shall be 
fixed at the Company's discretion.  If such a record date is fixed, such 
request, demand, authorization, direction, notice, consent, waiver or other 
Act may be sought or given before or after the record date, but only the 
Holders of Securities of record at the close of business on such record date 
shall be deemed to be Holders of Securities for the purpose of determining 
whether Holders of the requisite proportion of Securities of such series 
Outstanding have authorized or agreed or consented to such request, 
demand, authorization, direction, notice, consent, waiver or other Act, and 
for that purpose the Securities of such series Outstanding shall be 
computed as of such record date.
With regard to any record date set pursuant to this 
subsection, the Holders of Outstanding Securities of the relevant series on 
such record date (or their duly appointed agents), and only such Persons, 
shall be entitled to take relevant action, whether or not such Holders 
remain Holders after such record date.  With regard to any action that may 
be taken hereunder only by Holders of a requisite principal amount of 
Outstanding Securities of any series (or their duly appointed agents) and 
for which a record date is set pursuant to this subsection, the Company 
may, at its option, set an expiration date after which no such action 
purported to be taken by any Holder shall be effective hereunder unless 
taken on or prior to such expiration date by Holders of the requisite 
principal amount of Outstanding Securities of such series on such record 
date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this 
subsection, the Company may, on one or more occasions at its option, 
extend such expiration date to any later date.  Nothing in this subsection 
shall prevent any Holder (or any duly appointed agent thereof) from taking, 
at any time, any action contrary to or different from, any action previously 
taken, or purported to have been taken, hereunder by such Holder, in 
which event the Company may set a record date in respect thereof pursuant 
to this subsection.  Notwithstanding the foregoing or the Trust Indenture 
Act, the Company shall not set a record date for, and the provisions of this 
paragraph shall not apply with respect to, any action to be taken by 
Holders pursuant to Section 501, 502 or 512.
Upon receipt by the Trustee of written notice of any default 
described in Section 501, any declaration of acceleration, or any rescission 
and annulment of any such declaration, pursuant to Section 502 or of any 
direction in accordance with Section 512, a record date shall automatically 
and without any other action by any Person be set for the purpose of 
determining the Holders of Outstanding Securities of the series entitled to 
join in such notice, declaration, or rescission and annulment, or direction, 
as the case may be, which record date shall be the close of business on the 
day the Trustee receives such notice, declaration, rescission and annulment 
or direction, as the case may be.  The Holders of Outstanding Securities of 
such series on such record date (or their duly appointed agent), and only 
such Persons, shall be entitled to join in such notice, declaration, rescission 
and annulment, or direction, as the case may be, whether or not such 
Holders remain Holders after such record date; provided that, unless such 
notice, declaration, rescission and annulment, or direction, as the case may 
be, shall have become effective by virtue of Holders of the requisite 
principal amount of Outstanding Securities of such series on such record 
date (or their duly appointed agents) having joined therein on or prior to 
the 90th day after such record date, such notice of default, declaration, 
rescission and annulment, or direction, as the case may be,  given or made 
by the Holders, as the case may be, shall automatically and without any 
action by any Person be canceled and of no further effect.  Nothing in this 
paragraph shall prevent a Holder (or a duly appointed agent thereof) from 
giving, before or after the expiration of such 90-day period, a notice of 
default, a declaration of acceleration, a rescission and annulment of a 
declaration of acceleration or a direction in accordance with Section 512, 
contrary to or different from, or, after the expiration of such period, 
identical to, a previously given notice, declaration, rescission and 
annulment, or direction, as the case may be, that has been canceled 
pursuant to the proviso to the preceding sentence, in which event a new 
record date in respect thereof shall be set pursuant to this paragraph.
SECTION 105.	Notices, Etc., to Trustee and Company
Any request, demand, authorization, direction, notice, 
consent, waiver or Act of Holders or other document provided or 
permitted by this Indenture to be made upon, given or furnished to, or filed 
with,
(1)	the Trustee by any Holder or by the Company or the 
Guarantor shall be sufficient for every purpose hereunder if made, 
given, furnished or filed in writing to or with the Trustee at its 
Corporate Trust Office, or
(2)	the Company by the Trustee or by any Holder shall 
be sufficient for every purpose hereunder (unless otherwise herein 
expressly provided) if in writing and mailed, first-class postage 
prepaid, to the Company addressed to it at the address of its 
registered office, with a copy addressed to the Guarantor at the 
address of its registered office, each as specified in the first 
paragraph of this instrument or at any other address previously 
furnished in writing to the Trustee by the Company.
SECTION 106.	Notice to Holders; Waiver
Where this Indenture provides for notice to Holders of any 
event, such notice shall be sufficiently given (unless otherwise herein 
expressly provided) if in writing and mailed, first-class postage prepaid, to 
each Holder affected by such event, (i) in the case of a Holder of 
Registered Securities, at his address as it appears in the Security Register, 
and (ii) in the case of a Holder of Global Bearer Securities, at the address 
provided in or pursuant to the relevant Deposit Agreement of the relevant 
Book-Entry Depositary, not later than the latest date, and not earlier than 
the earliest date, prescribed for the giving of such notice.  In any case 
where notice to Holders is given by mail, neither the failure to mail such 
notice, nor any defect in any notice so mailed, to any particular Holder shall 
affect the sufficiency of such notice with respect to other Holders.
If Securities of any series are listed on the Luxembourg 
Stock Exchange and the rules of such Stock Exchange so require, notice to 
Holders of such Securities shall be published in a leading newspaper having 
general circulation in Luxembourg.
If, by reason of the suspension of regular mail service or by 
reason of any other cause, it shall be impracticable to give such notice by 
mail, then such notification as shall be made at the direction of the 
Company in a manner reasonably calculated, to the extent practicable under 
the circumstances, to provide prompt notice shall constitute a sufficient 
notification for every purpose hereunder.
Except as otherwise expressly provided herein or otherwise 
specified with respect to any Securities pursuant to Section 301, where this 
Indenture provides for notice to Holders of Bearer Securities of any event 
and the rules of any securities exchange on which such Bearer Securities 
are listed so require, such notice shall be sufficiently given to Holders of 
such Bearer Securities if published in such newspaper or newspapers as 
may be specified in such Securities on a Business Day at least twice, the 
first such publication to be not earlier than the earliest date, and not later 
than the latest date, prescribed for the giving of such notice.  Any such 
notice by publication shall be deemed to have been given on the date of the 
first such publication.  In addition, notice to the Holder of any Global 
Bearer Security shall be given by mail in the manner provided above.
If by reason of any cause it shall be impracticable to publish 
any notice to Holders of Bearer Securities as provided above, then such 
notification to Holders of Bearer Securities as shall be given with the 
approval of the Trustee shall constitute sufficient notice to such Holders 
for every purpose hereunder.  Neither the failure to give notice by 
publication to Holders of Bearer Securities as provided above, nor any 
defect in any notice so published, shall affect the sufficiency of such notice 
with respect to other Holders of Bearer Securities or the sufficiency of any 
notice to Holders of Registered Securities given as provided herein.
Any request, demand, authorization, direction, notice, 
consent, waiver or Act required or permitted under this Indenture shall be 
in the English language, except that any published notice may be in an 
official language of the country of publication.
Where this Indenture provides for notice in any manner, 
such notice may be waived in writing by the Person entitled to receive such 
notice, either before or after the event, and such waiver shall be the 
equivalent of such notice.  Waivers of notice by Holders shall be filed with 
the Trustee, but such filing shall not be a condition precedent to the validity 
of any action taken in reliance upon such waiver.
SECTION 107.	Conflict with Trust Indenture Act
If any provision hereof limits, qualifies or conflicts with any 
provision of the Trust Indenture Act or another provision which is required 
or deemed to be included in this Indenture by any of the provisions of the 
Trust Indenture Act, the provision or requirement of the Trust Indenture 
Act shall control.  If any provision of this Indenture modifies or excludes 
any provision of the Trust Indenture Act that may be so modified or 
excluded, such provision of the Trust Indenture Act shall be deemed to 
apply to this Indenture as so modified or excluded, as the case may be.
SECTION 108.	Effect of Headings and Table of Contents
The Article and Section headings herein and the Table of 
Contents are for convenience only and shall not affect the construction 
hereof.
SECTION 109.	Successors and Assigns
All covenants and agreements in this Indenture by the 
Company or the Guarantor shall bind their respective successors and 
assigns, whether so expressed or not.
SECTION 110.	Separability Clause
In case any provision in this Indenture, in the Securities or 
in any Guarantee shall be invalid, illegal or unenforceable, the validity, 
legality and enforceability of the remaining provisions shall not in any way 
be affected or impaired thereby.
SECTION 111.	Benefits of Indenture
Nothing in this Indenture, in the Securities or in any 
Guarantee, express or implied, shall give to any Person, other than the 
parties hereto and their successors hereunder and the Holders, any benefit 
or any legal or equitable right, remedy or claim under this Indenture.
SECTION 112.	Governing Law
This Indenture, the Securities and any Guarantee shall be 
governed by and construed in accordance with the laws of the State of 
New York.
SECTION 113.	Legal Holidays
In any case where any Interest Payment Date, Redemption 
Date or Stated Maturity of any Security shall not be a Business Day at any 
Place of Payment, then (notwithstanding any other provision of this 
Indenture or of the Securities) payment of principal, premium, if any, or 
interest, if any, need not be made at such Place of Payment on such date, 
but may be made on the next succeeding Business Day at such Place of 
Payment with the same force and effect as if made on the Interest Payment 
Date or Redemption Date, or at the Stated Maturity, and no interest shall 
accrue for the period from and after such Interest Payment Date, 
Redemption Date or Stated Maturity, as the case may be.
ARTICLE TWO	

SECURITY FORMS
*****
SECTION 201.	Forms Generally
The Securities of each series shall be in substantially the 
form appended to the supplemental indenture establishing such series, or in 
such other form as shall be established by or pursuant to a Board 
Resolution (or Officers' Certificate delivered pursuant thereto) or in each 
case with such appropriate insertions, omissions, substitutions and other 
variations as are required or permitted by this Indenture, a Board 
Resolution or one or more indentures supplemental hereto, and may have 
such letters, numbers or other marks of identification and such legends or 
endorsements placed thereon as may be required to comply with the rules 
of any securities exchange or as may, consistently herewith, be determined 
by the Director or Directors executing such Securities, as evidenced by the 
Director's or Directors' execution of the Securities.  If the form of 
Securities of any series is established by action taken pursuant to a Board 
Resolution, a copy of an appropriate record of such action shall be certified 
by an authorized Director or officer of the Company and delivered to the 
Trustee at or prior to the delivery of the Company Order contemplated by 
Section 303 for the authentication and delivery of such Securities.
The Trustee's certificates of authentication shall be in 
substantially the form set forth in this Article or in a Board Resolution (or 
Officers' Certificate delivered pursuant thereto) or an indenture 
supplemental hereto.
The definitive Securities shall be printed, lithographed or 
engraved on steel engraved borders or may be produced in any other 
manner, all as determined by the Director or Directors executing such 
Securities, as evidenced by the Director's or Directors' execution of such 
Securities.
SECTION 202.	Form of Trustee's Certificate of Authentication
This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.
Dated:						______________________ 
as Trustee
By:				
			
	Authorized Signatory

SECTION 203.	Form of Trustee's Certificate of Authentication by an 
Authenticating Agent
If at any time there shall be an Authenticating Agent 
appointed with respect to any series of Securities, then the Trustee's 
Certificate of Authentication by such Authenticating Agent to be borne by 
the Securities of each such series shall be substantially as follows:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.
Dated:					______________________ 
as Trustee
By:  [NAME OF 
AUTHENTICATING 
AGENT]
	Authenticating Agent
By:				
			
	Authorized Signatory
SECTION 204.	Form of Guarantee
		FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a private limited company duly incorporated and 
existing under the laws of England and Wales (the "Guarantor", which term 
includes any successor Person under the Indenture referred to in the 
Security on which this notation is endorsed), hereby fully and 
unconditionally guarantees to the Holder of the accompanying Security 
issued by Yorkshire Power Finance Limited (the "Company"), pursuant to 
the terms of the Guarantee contained in Article Fourteen of the Indenture, 
the due and punctual payment of the principal of, premium, if any, and 
interest, if any, on this Security (and any Additional Amounts payable in 
respect thereof), when and as the same shall become due and payable, 
whether at Stated Maturity, by declaration of acceleration, call for 
redemption or otherwise, in accordance with the terms of this Security and 
the Indenture.  In case of the failure of the Company punctually to pay any 
such principal, premium, if any, or interest, if any, the Guarantor hereby 
agrees to cause any such payment to be made punctually when and as the 
same shall become due and payable as if such payment were made by the 
Company.

		The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the Indenture 
are expressly set forth in Article Fourteen of the Indenture, and reference is 
hereby made to such Article and Indenture for the precise terms of the 
Guarantee.

		 THIS GURANTEE SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF NEW YORK.

		The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon which 
this notation of the Guarantee is endorsed shall have been executed by the 
Trustee under the Indenture by the manual signature of one of its 
authorized officers.

YORKSHIRE POWER 
GROUP LIMITED

By:_____________________
__________________
      Authorized Signatory


ARTICLE THREE	

THE SECURITIES
SECTION 301.	Amount Unlimited; Issuable in Series
The aggregate principal amount of Securities which may be 
authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series.  There 
shall be established in or pursuant to a Board Resolution and, subject to 
Section 303, set forth or determined in the manner provided in an Officers' 
Certificate, or established in one or more indentures supplemental hereto, 
prior to the issuance of Securities of any series, the terms of such series, 
which may include the following:
(1)	title of the Securities of the series (which shall 
distinguish the Securities series from all other Securities);
(2)	any limit upon the aggregate principal amount of the 
Securities of the series which may be authenticated and delivered 
under this Indenture (except for Securities authenticated and 
delivered upon registration of transfer of, or in exchange for, or in 
lieu of, other Securities of the series pursuant to Sections 305, 306, 
307 or 906, and except for any Securities which, pursuant to 
Section 303, are deemed never to have been authenticated and 
delivered hereunder);
(3)	the Person to whom any interest on a Security of the 
series shall be payable, if other than the bearer (in the case of a 
Bearer Security) or the Person in whose name the Security (or one 
or more Predecessor Securities) is registered at the close of 
business on the Regular Record Date for such interest (in the case 
of a Registered Security);
(4)	the date or dates on which the principal of the 
Securities of the series is payable;
(5)	the rate or rates at which the Securities of the series 
shall bear interest, if any, the date or dates from which such interest 
shall accrue, the Interest Payment Dates on which such interest 
shall be payable and the Regular Record Date for the interest 
payable on any Interest Payment Date;
(6)	the place or places, if any, in addition to or in the 
place of the Corporate Trust Office, where the principal of, 
premium, if any, and interest, if any, on Securities of the series shall 
be payable and (in the case of the Registered Securities) where such 
Securities may be registered or transferred;
(7)	the period or periods within which, the price or 
prices at which and the terms and conditions upon which Securities 
of the series may be redeemed, in whole or in part, at the option of 
the Company;
(8)	the obligation, if any, of the Company to redeem, 
repay or purchase Securities of the series pursuant to any sinking 
fund or analogous provisions or at the option of a Holder thereof, 
and the period or periods within which, the price or prices at which 
and the terms and conditions upon which Securities of the series 
shall be redeemed, repaid or purchased, in whole or in part, 
pursuant to such obligation;
(9)	if other than denominations of $1,000 and any 
integral multiple thereof, the denominations in which Securities of 
the series shall be issuable;
(10)	if other than the principal amount thereof, the 
portion of the principal amount of Securities of the series which 
shall be payable upon declaration of acceleration of the Maturity 
thereof pursuant to Section 502;
(11)	if other than such coin or currency of the United 
States as at the time of payment is legal tender for payment of 
public or private debts, the coin or currency, including composite 
currencies such as the European Currency Unit, in which payment 
of the principal of, premium, if any, and interest, if any, on the 
Securities of the series shall be payable;
(12)	if the principal of, premium, if any, or interest, if 
any, on the Securities of the series are to be payable, at the election 
of the Company or a Holder thereof, in a coin or currency other 
than that in which the Securities are stated to be payable, the period 
or periods within which, and the terms and conditions upon which, 
such election may be made;
(13)	if the amount of payments of principal of, premium, 
if any, or interest, if any, on the Securities of the series may be 
determined with reference to an index based on a coin or currency 
other than that in which the Securities are stated to be payable, the 
manner in which such amounts shall be determined;
(14)	any provisions permitted by this Indenture relating 
to Events of Default or covenants of the Company or the Guarantor 
with respect to such series of Securities;
(15)	if the Securities of the series shall be issued in whole 
or in part in the form of one or more Global Securities, (i) whether 
beneficial owners of interests in any such Global Security or 
Securities may exchange such interests for definitive Registered 
Securities of such series of like tenor and of authorized form and 
denomination and the circumstances under which any such changes 
may occur, if other than in the manner provided in Section 306, and 
(ii) the Book-Entry Depositary for such Global Security or 
Securities;
(16)	if the Company ever wishes to issue definitive 
Bearer Securities then all provisions relating to or governing such 
Bearer Securities will be set forth in an indenture supplemental 
hereto;
(17)	if Article Fourteen and the other provisions of this 
Indenture relating to the Guarantee of the Securities are applicable 
to such series; and
(18)	any other terms of the series (which terms shall not 
be inconsistent with the provisions of this Indenture).
All Securities of any one series shall be substantially 
identical except as to denomination and except as may otherwise be 
provided in or pursuant to the Board Resolution referred to above and set 
forth in the Officers' Certificate referred to above or in any indenture 
supplemental hereto referred to above.
If any of the terms of the Securities of a series, including the 
form of Security of such series, are established by action taken pursuant to 
a Board Resolution, a copy of an appropriate record of such action shall be 
certified by the Secretary or an Assistant Secretary or other authorized 
officer or Director, and delivered to the Trustee at or prior to the delivery 
of the Company Order contemplated by Section 303 for the authentication 
and delivery of such series of Securities.
SECTION 302.	Denominations
The Securities of each series shall be issuable in bearer form 
or in registered form without coupons, except as otherwise expressly 
provided in a supplemental indenture hereto, in such denominations as shall 
be specified as contemplated by Section 301.  In the absence of any such 
provisions with respect to the Securities of any series, the Securities of 
such series shall be issuable in denominations of $1,000 and any integral 
multiple thereof.
SECTION 303.	Execution, Authentication, Delivery and Dating
The Securities shall be executed on behalf of the Company 
by any Director, the Secretary or any other officer of the Company so 
authorized and need not be attested.  Definitive Registered Securities of 
any series may have the Company's seal reproduced thereon which need 
not be attested.  The Securities of any series shall be executed by such 
additional Director or officer, if any, as shall be specified pursuant to 
Section 301.  The signature of any of these officers on the Securities may 
be manual or facsimile.
Securities bearing the manual or facsimile signature of any 
individual who was at any time the proper Director or officer of the 
Company shall bind the Company, notwithstanding that such individual has 
ceased to hold such office prior to the authentication and delivery of such 
Securities or did not hold such office at the date of authentication of such 
Securities.
At any time and from time to time after the execution and 
delivery of this Indenture, the Company may deliver Securities of any series 
executed by the Company to the Trustee for authentication, together with a 
Company Order for the authentication and delivery of such Securities, and 
the Trustee in accordance with the Company Order shall authenticate and 
deliver such Securities.  If the form or terms of the Securities of the series 
have been established in or pursuant to one or more Board Resolutions as 
permitted by Sections 201 and 301, in authenticating such Securities, and 
accepting the additional responsibilities under this Indenture in relation to 
such Securities, the Trustee shall be entitled to receive, and (subject to 
Section 601) shall be fully protected in relying upon, an Opinion of Counsel 
stating,
(a)	if the form of such Securities has been established by 
or pursuant to Board Resolution as permitted by Section 201, that 
such form has been established in conformity with the provisions of 
this Indenture;
(b)	if the terms of such Securities have been established 
by or pursuant to Board Resolution as permitted by Section 301, 
that such terms have been established in conformity with the 
provisions of this Indenture; and
(c)	that such Securities, when authenticated and 
delivered by the Trustee and issued by the Company in the manner 
and subject to any conditions specified in such opinion of Counsel, 
will constitute valid and legally binding obligations of the Company, 
enforceable in accordance with their terms, subject to bankruptcy, 
insolvency, reorganization and other laws of general applicability 
relating to or affecting the enforcement of creditors' rights and to 
general principles of equity.
Notwithstanding the provisions of Section 301 and of the 
preceding paragraph, if all Securities of a series are not to be originally 
issued at one time, it shall not be necessary to deliver the Officers' 
Certificate otherwise required pursuant to Section 301 or the Company 
Order and Opinion of Counsel otherwise required pursuant to such 
preceding paragraph at or prior to the time of authentication of each 
Security of such series if such documents are delivered at or prior to the 
time of authentication upon original issuance of the first Security of such 
series to be issued.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this 
Indenture or be valid or obligatory for any purpose unless there appears on 
such Security a certificate of authentication substantially in the form 
provided for herein executed by the Trustee or an Authenticating Agent by 
manual signature, and such certificate upon any Security shall be conclusive 
evidence, and the only evidence, that such Security has been duly 
authenticated and delivered hereunder and is entitled to the benefits of this 
Indenture.  Notwithstanding the foregoing, if any Security shall have been 
authenticated and delivered hereunder but never issued and sold by the 
Company, and the Company shall deliver such Security to the Trustee for 
cancellation as provided in Section 310 together with a written statement 
(which need not be accompanied by an Opinion of Counsel) stating that 
such Security has never been issued and sold by the Company, for all 
purposes of this Indenture such Security shall be deemed never to have 
been authenticated and delivered hereunder and shall never be entitled to 
the benefits of this Indenture.
SECTION 304.	Transfer Agent and Paying Agent
For so long as the Securities are listed on the Luxembourg 
Stock Exchange and such stock exchange shall so require, the Company 
shall maintain a Paying Agent and Transfer Agent in Luxembourg.
The Company shall enter into an appropriate agency 
agreement with any Registrar, Transfer Agent or Paying Agent not a party 
to this Indenture, which shall implement the provisions of this Indenture 
that relate to such Person.  The Company shall notify the Trustee of the 
name and address of any such Person.  If the Company fails to maintain a 
Registrar or Paying Agent, the Trustee shall act as such and shall be 
entitled to appropriate compensation therefor pursuant to Section 607.  
The Company initially appoints the Trustee as Registrar, Transfer Agent 
and Principal Paying Agent in The City of New York and Banque Generale 
du Luxembourg S.A. as Paying Agent and Transfer Agent in Luxembourg 
in connection with the Securities.
Banque Generale du Luxembourg S.A. shall be responsible 
for only those duties that are described in the provisions of this Indenture 
that relate to the Paying Agent and Transfer Agent.  No implied duties or 
obligations shall be read into this Indenture against Banque Generale du 
Luxembourg S.A.  It is understood and agreed that the actions taken by 
Banque Generale du Luxembourg S.A. as Paying Agent and Transfer 
Agent shall be limited to actions including definitive Registered Securities.
SECTION 305.	Temporary Securities
Pending the preparation of a permanent Global Security or 
definitive Securities of any series, the Company may execute, and upon 
Company Order the Trustee or the Authenticating Agent shall authenticate, 
and deliver, temporary Securities which are printed, lithographed, 
typewritten, mimeographed or otherwise produced, in any authorized 
denomination, substantially of the tenor of the definitive Securities in lieu 
of which they are issued, in registered form or, if authorized, in bearer 
form, and with such appropriate insertions, omissions, substitutions and 
other variations as the officer or officers executing such Securities may 
determine, as evidenced by their execution of such Securities.
If temporary Securities of any series are issued, the 
Company will cause definitive Securities of that series to be prepared 
without unreasonable delay.  After the preparation of definitive Securities 
of such series, the temporary Securities of such series shall be exchangeable 
for definitive Securities of such series upon surrender of the temporary 
Securities of such series at the office or agency of the Company in a Place 
of Payment for that series, without charge to the Holder except as provided 
in Section 306 in connection with a transfer and except that a Person 
receiving definitive Bearer Securities shall bear the cost of insurance, 
postage, transportation and the like.  Upon surrender for cancellation of 
any one or more temporary Securities of any series the Company shall 
execute and the Trustee or the Authenticating Agent shall authenticate and 
deliver in exchange therefor a like principal amount of definitive Securities 
of the same series and of like tenor of authorized denominations.
Upon any exchange of a portion of a temporary Global 
Security for a definitive Global Security for the individual Securities 
represented thereby pursuant to this Section 305 or Section 306, the 
temporary Global Security shall be endorsed by the Trustee to reflect the 
reduction of the principal amount of such temporary Global Security, and 
such principal amount shall be reduced for all purposes by the amount so 
exchanged and endorsed.
SECTION 306.	Registration, Registration of Transfer and Exchange
The Company shall cause to be kept at the Corporate Trust 
Office a register (the register maintained in such office and in any other 
office or agency of the Company in a Place of Payment being herein 
sometimes collectively referred to as the "Security Register") in which, 
subject to such reasonable regulations as it may prescribe, the Company 
shall provide for the registration of Registered Securities and of transfers of 
Registered Securities.  The Trustee is hereby appointed "Security 
Registrar" for the purpose of registering Registered Securities and transfers 
of Registered Securities as herein provided.  The Company may have one 
or more coregistrars and the term "Security Registrar" includes any co-
registrar.
Upon surrender for registration of transfer of any 
Registered Security of any series at the office or agency in a Place of 
Payment for that series, the Company shall execute, and the Trustee or the 
Authenticating Agent shall authenticate and deliver, in the name of the 
designated transferee or transferees, one or more new Registered Securities 
of the same series, of any authorized denominations and of a like aggregate 
principal amount and tenor.
At the option of the Holder, any Registered Security or 
Registered Securities of any series, other than a Global Security, may be 
exchanged for other Registered Securities of the same series, of any 
authorized denominations and of a like aggregate principal amount and 
tenor, upon surrender of the Registered Securities to be exchanged at such 
office or agency.  Whenever any Securities are so surrendered for 
exchange, the Company shall execute, and upon receipt of a Company 
Order the Trustee or the Authenticating Agent shall authenticate and 
deliver, the Registered Securities which the Holder making the exchange is 
entitled to receive.  Bearer Securities may not be delivered by the Trustee, 
the Authenticating Agent or the Security Registrar in exchange for 
Registered Securities.
All Securities issued upon any registration of transfer or 
exchange of Registered Securities shall be the valid obligations of the 
Company, evidencing the same debt, and entitled to the same benefits 
under this Indenture, as the Registered Securities surrendered upon such 
registration of transfer or exchange.
Every Registered Security presented or surrendered for 
registration of transfer or for exchange shall (if so required by the 
Company or the Trustee) be duly endorsed, or be accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Security 
Registrar duly executed, by the Holder thereof or his attorney duly 
authorized In writing.
Interests in a Global Security or Securities may be 
exchanged for definitive Registered Securities of the same series in whole 
or in part only under the circumstances provided in this Indenture, in an 
Officers' Certificate (pursuant to a Board Resolution) or in an indenture 
supplemental hereto pursuant to which Securities of that series are issued 
or in the Securities of that series.  In such event the Company will execute, 
and the Trustee or the Authenticating Agent, upon receipt of a Company 
Order for the authentication and delivery of definitive Registered Securities 
of such series, will authenticate and deliver such definitive Registered 
Securities.  Any such definitive Registered Securities so issued shall be 
registered in the name of such Person or Persons as the Book-Entry 
Depositary shall instruct the Trustee and the Security Registrar in writing.  
The Trustee or the Security Registrar shall deliver such definitive 
Registered Securities to the Persons in whose names such definitive 
Registered Securities are so registered.  Upon the exchange (i) in whole of 
a Global Security or Securities for definitive Registered Securities in equal 
aggregate principal amount, such Global Security or Securities shall be 
delivered to the Trustee for cancellation or (ii) in part of a Global Security 
or Securities for definitive Registered Securities, then the principal amount 
of such Global Security or Securities shall be reduced by an endorsement 
on such Global Security or Securities in an amount equal to the aggregate 
principal amount of such definitive Registered Securities.  Interests in a 
Global Security or Securities may not be exchanged for definitive Bearer 
Securities.  Notwithstanding the foregoing, interests in a Global Security 
may not be exchanged for definitive Registered Securities during the 
sixteen day period immediately prior to and including each Interest 
Payment Date.
No service charge shall be made to the Holder for any 
registration of transfer or exchange of Securities, but the Company may 
require payment of a sum sufficient to cover any tax or other governmental 
charge that may be imposed in connection with any registration of transfer 
or exchange of Securities, other than exchanges pursuant to Sections 305, 
906 or 1107 not involving any transfer.
The Company shall not be required (i) to issue, register the 
transfer of or exchange Securities of any series during a period beginning at 
the opening of business 15 days before the day of the mailing of a notice of 
redemption under Section 1103 and ending at the close of business on the 
day of such mailing, (ii) to register the transfer of or exchange any Security 
so selected for redemption in whole or in part, except the unredeemed 
portion of any Security being redeemed in part or (iii) to exchange any 
Bearer Security so selected for redemption except that such a Bearer 
Security may be exchanged for a Registered Security of the series (but only 
if and under the circumstances for which the Securities of such series are 
issuable as Registered Securities), provided that such Registered Security 
shall be immediately surrendered for redemption with written instructions 
for payment consistent with the provisions of this Indenture.
The provisions of this Section 306 are, with respect to any 
Global Security, subject to Section 312 hereof.
SECTION 307.	Mutilated, Destroyed, Lost and Stolen Securities
If any mutilated Security is surrendered to the Trustee, the 
Company shall execute and the Trustee shall authenticate and deliver in 
exchange therefor a new Security of the same series and of like tenor and 
principal amount and bearing a number not contemporaneously 
outstanding.
If there shall be delivered to the Company and the Trustee 
(i) evidence to their satisfaction of the destruction, loss or theft of any 
Security and (ii) such Security or indemnity as may be required by them to 
save each of them and any agent of either of them harmless, then, in the 
absence of notice to the Company or the Trustee that such Security has 
been acquired by a bona fide purchaser, the Company shall execute and 
upon its written request the Trustee shall authenticate and deliver, in lieu of 
any such destroyed, lost or stolen Security, a new Security of the same 
series and of like tenor and principal amount and bearing a number not 
contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen 
Security has become or is about to become due and payable, the Company 
in its discretion may, instead of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this Section 
307, the Company may require the payment of a sum sufficient to cover 
any tax or other governmental charge that may be imposed in relation 
thereto and any other expenses (including the fees and expenses of the 
Trustee) connected therewith.
Every new Security of any series issued pursuant to this 
Section 307 in lieu of any destroyed, lost or stolen Security shall constitute 
an original additional contractual obligation of the Company, whether or 
not the destroyed, lost or stolen Security shall be at any time enforceable 
by anyone, and shall be entitled to all the benefits of this Indenture equally 
and proportionately with any and all other Securities of that series duly 
issued hereunder.
The provisions of this Section 307 are exclusive and shall 
preclude (to the extent lawful) all other rights and remedies with respect to 
the replacement or payment of mutilated, destroyed, lost or stolen 
Securities.
SECTION 308.	Payment of Interest; Interest Rights Reserved
Interest on any Security which is payable, and is punctually 
paid or duly provided for, on any Interest Payment Date shall be paid (in 
the case of a Bearer Security) to the bearer thereof and (in the case of a 
Registered Security) to the Person in whose name that Registered Security 
(or one or more Predecessor Securities) is registered at the close of 
business on the Regular Record Date for such interest.
Payment of interest, if any, in respect of any Registered 
Security will be made by check mailed to the address of the Person entitled 
thereto as such person's address appearing in the Security Register.  
Payment of interest, if any, in respect of any Registered Security may also 
be made, in the case of a Holder of at least U.S. $1,000,000 aggregate 
principal amount of Registered Securities, and payment of interest, if any, 
in respect of a Global Registered Security shall be made, by wire transfer to 
a U.S. Dollar account maintained by the Holder with a bank in the United 
States; provided that such Holder elects payment by wire transfer by giving 
written notice to the Trustee or a Paying Agent to such effect designating 
such account no later than 15 days immediately preceding the relevant due 
date for payment (or such other date as the Trustee may accept in its 
discretion).
Any interest on any Security of any series which is payable 
but is not punctually paid or duly provided for, on any Interest Payment 
Date (herein called "Defaulted Interest") shall, in the case of Registered 
Securities, forthwith cease to be payable to the Holder thereof on the 
relevant Regular Record Date by virtue of having been such Holder, and 
such Defaulted Interest may be paid by the Company, at its election in each 
case, as provided in clause (1) or (2) below:
(1)	The Company may elect to make payment of any 
Defaulted Interest to the Persons in whose names the Registered 
Securities of such series (or their respective Predecessor Securities) 
are registered at the close of business on a Special Record Date for 
the payment of such Defaulted Interest, which shall be fixed in the 
following manner.  The Company shall notify the Trustee in writing 
of the amount of Defaulted Interest proposed to be paid on each 
Registered Security of such series and the date of the proposed 
payment, and at the same time the Company shall deposit with the 
Trustee an amount of money equal to the aggregate amount 
proposed to be paid in respect of such Defaulted Interest or shall 
make arrangements satisfactory to the Trustee for such deposit 
prior to the date of the proposed payment, such money when 
deposited to be held in trust for the benefit of the Persons entitled 
to such Defaulted Interest as in this clause provided.  Thereupon 
the Trustee shall fix a Special Record Date for the payment of such 
Defaulted Interest which shall be not more than 15 days and not 
less than 10 days prior to the date of the proposed payment and not 
less than 10 days after the receipt by the Trustee of the notice of the 
proposed payment.  Unless the Trustee is acting as the Security 
Registrar, promptly after such Special Record Date, the Company 
shall furnish the Trustee with a list, or shall make arrangements 
satisfactory to the Trustee with respect thereto, of the names and 
addresses of, and respective principal amounts of such Registered 
Securities held by, the Holders appearing on the Security Register 
at the close of business on such Special Record Date.  The Trustee 
shall promptly notify the Company of such Special Record Date 
and, in the name and at the expense of the Company, shall cause 
notice of the proposed payment of such Defaulted Interest and the 
Special Record Date therefor to be mailed, first-class postage 
prepaid, to each Holder of Securities of such series at his address as 
it appears in the Security Register, not less than 10 days prior to 
such Special Record Date.  Notice of the proposed payment of such 
Defaulted Interest and the Special Record Date therefor having 
been so mailed, such Defaulted Interest shall be paid to the Persons 
in whose names the Securities of such series (or their respective 
Predecessor Securities) are registered at the close of business on 
such Special Record Date and shall no longer be payable pursuant 
to the following clause (2).
(2)	The Company may make payment of any Defaulted 
Interest on the Registered Securities of any series or any Global 
Registered Security in any other lawful manner not inconsistent 
with the requirements of any securities exchange on which such 
Registered Securities may be listed, and upon such notice as may be 
required by such exchange.
Defaulted Interest on Bearer Securities shall be payable to 
the bearer thereof at the time of payment of such Defaulted Interest by the 
Company.
Subject to the foregoing provisions of this Section 308, 
each Security delivered under this Indenture upon registration of transfer of 
or in exchange for or in lieu of any other Security, shall carry the rights to 
interest accrued and unpaid, and to accrue, which were carried by such 
other Security.
SECTION 309.	Persons Deemed Owners
Prior to due presentment of a Registered Security for 
registration of transfer, the Company, the Trustee and any agent of the 
Company or the Trustee may treat the Person in whose name such 
Registered Security is registered as the owner of such Registered Security 
for the purpose of receiving payment of principal of, premium, if any, and 
(subject to Section 308) interest, if any, on such Registered Security and 
for all other purposes whatsoever, whether or not such Registered Security 
be overdue, and neither the Company, the Trustee nor any agent of the 
Company or the Trustee shall be affected by notice to the contrary.  All 
such payments so made to any such person, or upon such person's order, 
shall be valid, and, to the extent of the sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Security.
The Company, the Trustee and any agent of the Company 
or the Trustee may treat the Book-Entry Depositary for a Global Bearer 
Security as the absolute owner of such Global Bearer Security for the 
purpose of receiving payment thereof or on account thereof and for all 
other purposes whatsoever, whether or not such Global Bearer Security or 
coupon be overdue, and neither the Company or the Trustee nor any agent 
of the Company or the Trustee shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global Security 
held on its behalf by a Book-Entry Depositary shall have any rights under 
this Indenture with respect to such Global Security, and such Book-Entry 
Depositary may be treated by the Company, the Trustee, and any agent of 
the Company or the Trustee as the owner of such Global Security for all 
purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall 
impair, as between a Book-Entry Depositary and such holders of beneficial 
interests, the operation of customary practices governing the exercise of 
the rights of the Book-Entry Depositary as holder of any Security.
SECTION 310.	Cancellation
All Securities surrendered for payment, redemption, 
registration of transfer or exchange or for credit against any sinking fund 
payment shall, if surrendered to any Person other than the Trustee, be 
delivered to the Trustee and shall be promptly canceled by it.  The 
Company may at any time deliver to the Trustee for cancellation any 
Securities previously authenticated and delivered hereunder which the 
Company may have acquired in any manner whatsoever, and all Securities 
so delivered shall be promptly canceled by the Trustee.  No Securities shall 
be authenticated in lieu of or in exchange for any Securities canceled as 
provided in this Section 310, except as expressly permitted by this 
Indenture.  All canceled Securities held by the Trustee shall be disposed of 
as directed by a Company Order.
SECTION 311.	Computation of Interest
Except as otherwise specified as contemplated by Section 
301 for Securities of any series, interest, if any, on the Securities of each 
series shall be computed on the basis of a 360-day year of twelve 30-day 
months.
SECTION 312.	Global Securities
If the Company shall establish pursuant to Section 301 that 
the Securities of a particular series are to be issued in the form of a Global 
Security, then the Company shall execute and the Trustee shall, in 
accordance with Section 303, authenticate and deliver, a Global Security or 
Securities which (i) shall represent, and shall be denominated in an 
aggregate amount equal to the aggregate principal amount of, all of the 
Outstanding Securities of such series, (ii) shall be in bearer form or, if in 
registered form, registered in the name of the Book-Entry Depositary or its 
nominee, (iii) shall be delivered by the Trustee to the Book-Entry 
Depositary or pursuant to the Book-Entry Depositary's instruction and (iv) 
shall bear a legend substantially to the following effect:
"This Security is a Global Security within the meaning of 
the Indenture hereinafter referred to and if this Security is in bearer form, is
held by a Book-Entry Depositary or, if this Security is in registered form, is 
registered in the name of a Book-Entry Depositary or a nominee of a 
Book-Entry Depositary.  This Security is exchangeable for Securities, if 
this Security is in bearer form, held by, or if this Security is in registered 
form, registered in the name of, a person other than the Book-Entry 
Depositary or its nominee only in the limited circumstances described in the 
Indenture.
Unless this Global Security is presented by an authorized 
representative of the Book-Entry Depositary to the Company or its agent 
for registration of transfer, if this Security is in registered form, exchange 
or payment, and any definitive Registered Security is issued in the name or 
names as directed in writing by the Book-Entry Depositary, ANY 
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR 
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as 
the bearer or the registered owner hereof, as the case may be, the 
Book-Entry Depositary, has an interest herein."
Unless and until definitive Registered Securities of a series 
are issued in exchange for the Global Security of a series as permitted by 
this Indenture, the Global Security of a series may be transferred, in whole 
but not in part and in the manner provided in Section 306, only to another 
nominee of the Book-Entry Depositary for such series, or to a successor 
Book-Entry Depositary for such series selected or approved by the 
Company or to a nominee of such successor Book-Entry Depositary.
No Security that is not a Global Bearer Security may be 
payable to bearer (except as otherwise provided in an indenture 
supplemental hereto or in an Officers' Certificate (pursuant to a Board 
Resolution) pursuant to Section 301(16)).
ARTICLE FOUR	

SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture
This Indenture shall upon Company Request cease to be of 
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and rights to receive 
payments of any principal, premium or interest in respect thereof and any 
right to receive any Additional Amount as provided in Section 1009), and 
the Trustee shall execute proper instruments acknowledging satisfaction 
and discharge of this Indenture, when
(1)	either (A) all Securities theretofore authenticated 
and delivered (other than (i) Securities which have been destroyed, 
lost or stolen and which have been replaced or paid as provided in 
Section 307 and (ii) Securities for whose payment money has 
theretofore been deposited in trust with the Trustee or any paying 
agent or segregated and held in trust by the Company and thereafter 
repaid to the Company or discharged from such trust, as provided 
in Section 1003) have been delivered to the Trustee for 
cancellation; or
(B)	all such Securities not theretofore delivered to the 
Trustee for cancellation
	(i)	have become due and payable, or
	(ii)	will become due and payable at their Stated 
Maturity within one year, or
	(iii)	are to be called for redemption within one 
year under arrangements for the giving of notice of 
redemption by the Trustee in the name, and at the expense, 
of the Company, or
	(iv)	are deemed paid and discharged pursuant to 
Section 403, as applicable.
and the Company, in the case of (i), (ii) or (iii) above, has deposited or 
caused to be deposited with the Trustee as trust funds in trust for the 
purpose an amount of (a) money in the currency or units of currency in 
which such Securities are payable, or (b) U.S. Government Obligations 
(denominated in the same currency or units of currency in which such 
Securities are payable) which through the payment of interest and principal 
in respect thereof in accordance with their terms will provide not later than 
one day before the Stated Maturity or Redemption Date, as the case may 
be, money in an amount, or (c) a combination of money or U.S. 
Government Obligations as provided in (b) above, in each case, sufficient 
to pay and discharge the entire indebtedness on such Securities not 
theretofore delivered to the Trustee for cancellation, for principal (and 
premium, if any) and interest, if any, to the date of such deposit (in the case 
of Securities which have become due and payable) or to the Stated 
Maturity or Redemption Date, as the case may be;
(2)	the Company has paid or caused to be paid all other 
sums payable hereunder by the Company; and
(3)	the Company has delivered to the Trustee an 
Officers' Certificate and an Opinion of Counsel, each stating that all 
conditions precedent herein provided for relating to the satisfaction 
and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this 
Indenture, the obligations of the Company to the Trustee under Section 
607, the obligations of the Trustee to any Authenticating Agent under 
Section 614 and, if money shall have been deposited with the Trustee 
pursuant to subclause (B) of clause (1) of this Section 401 or if money or 
U.S. Government Obligations shall have been deposited with or received 
by the Trustee pursuant to Section 403, the obligations of the Trustee 
under Section 402 and the last paragraph of Section 1003 shall survive.
SECTION 402.	Application of Trust Money
(a)	Subject to the provisions of the last paragraph of 
Section 1003, all money or U.S. Government Obligations deposited with 
the Trustee pursuant to Sections 401 or 403 and all money received by the 
Trustee in respect of U.S. Government Obligations deposited with the 
Trustee pursuant to Sections 401 or 403, shall be held in trust and applied 
by it, in accordance with the provisions of the Securities and this Indenture, 
to the payment, to the persons entitled thereto, of the principal of, 
premium, if any, and interest, if any, on the Securities for whose payment 
such money has been deposited with or received by the Trustee or to make 
mandatory sinking fund payments or analogous payments as provided by 
Sections 401 or 403.
(b)	The Company shall pay and shall indemnify the 
Trustee against any tax, fee or other charge imposed on or assessed against 
U.S. Government Obligations deposited pursuant to Sections 401 or 403 
or the interest and principal received in respect of such obligations other 
than any payable by or on behalf of Holders.
(c)	The Trustee shall deliver or pay to the Company 
from time to time upon Company Request any U.S. Government 
Obligations or money held by it as provided in Sections 401 or 403 which, 
in the opinion of a nationally recognized firm of independent certified 
public accountants expressed in a written certification thereof delivered to 
the Trustee, are then in excess of the amount thereof which then would 
have been required to be deposited for the purpose for which such U.S. 
Government Obligations or money was deposited or received.  This 
provision shall not authorize the sale by the Trustee of any U.S. 
Government Obligations held under this Indenture.
(d)	Any monies paid by the Company to the Trustee or 
any Paying Agent, or held by the Company in trust, for the payment of the 
principal of, premium, if any, or interest, if any, or Additional Amounts on 
any Securities and remaining unclaimed at the end of two years after such 
principal, premium, interest or Additional Amounts become due and 
payable will be repaid to the Company, or released from the trust, upon its 
written request, and upon such repayment or release all liability of the 
Company, the Trustee and such Paying Agent with respect thereto will 
cease.
SECTION 403.	Satisfaction, Discharge and Defeasance of Securities of 
any Series
The Company, at its option, may elect (a) to be discharged 
from any and all obligations in respect of the Securities of a series (except 
in each case for the obligations to register the transfer or exchange of the 
Securities of that series, replace stolen, lost or mutilated Securities of that 
series, maintain paying agencies and hold moneys for payment in trust); or 
(b) not to comply with any term, provision or condition set forth in 
Sections 801, 1004 and 1005 with respect to the Securities of any series, 
provided that the following conditions shall have been satisfied:
		The Company has deposited or caused to be irrevocably 
deposited (except as provided in Section 607, 402(d) and the last 
paragraph of Section 1003) with the Trustee (specifying that each deposit 
is pursuant to this Section 403) as trust funds in trust, specifically pledged 
as security for, and dedicated solely to, the benefit of the Holders of the 
Securities of such series, (i) money or (ii) U.S. Government Obligations 
which through the payment of interest and principal in respect thereof in 
accordance with their terms will provide money in an amount, or (iii) a 
combination thereof, in each case, in an amount sufficient, in the opinion of 
a nationally recognized firm of independent accountants, to pay and 
discharge the principal of, premium, if any, and interest, if any (including 
any Additional Amounts then known), if any, on the outstanding Securities 
of such series on the dates such payments are due in accordance with the 
terms of the Securities of such series, (or if the Company has designated a 
redemption date pursuant to the final sentence of this paragraph, to and 
including the redemption date so designated by the Company), and no 
Event of Default or event which with notice or lapse of time would become 
an Event of Default (including by reason of such deposit) with respect to 
the Securities of such series shall have occurred and be continuing on the 
date of such deposit or, insofar as Section 501(7) is concerned, at any time 
during the period ending on the 91st day after the date of such deposit (it 
being understood that this condition shall not be satisfied until the 
expiration of such period), and the Securities of such series will not be 
delisted by any securities exchange on which they are traded as a result of 
the deposit of trust funds in trust.  To exercise any such option, the 
Company is required to deliver to the Trustee (i) an opinion of independent 
counsel of recognized standing to the effect that (x) the Holders of the 
Securities of such series will not recognize income, gain or loss for United 
States federal income tax purposes as a result of such deposit, and will be 
subject to United States federal income tax on the same amounts, in the 
same manner and at the same times as would have been the case absent 
such deposit and (y) the deposit shall not result in the Company being 
deemed to be an "investment company" required to be registered under the 
Investment Company Act of 1940, as amended, which in the case of clause 
(a) must be based on a change in law or a published ruling by the United 
States Internal Revenue Service and (ii) an Officers' Certificate as to 
compliance with all conditions precedent provided for in the Indenture 
relating to the satisfaction and discharge of the Securities of such series.  If
the Company shall wish to deposit or cause to be deposited money or U.S. 
Government Obligations to pay or discharge the principal of, premium, if 
any and interest, if any, (including any Additional Amounts then known), if 
any, on the outstanding Securities of such series to and including a 
Redemption Date on which all of the outstanding Securities of such series 
are to be redeemed, such Redemption Date shall be irrevocably designated 
by a Board Resolution delivered to the Trustee on or prior to the date of 
deposit of such money or U.S. Government Obligations, and such Board 
Resolution shall be accompanied by an irrevocable Company Request that 
the Trustee give notice of such redemption in the name and at the expense 
of the Company not less than 30 nor more than 60 days prior to such 
Redemption Date in accordance with this Indenture.
ARTICLE FIVE	

REMEDIES
SECTION 501.	Events of Default
"Event of Default", wherever used herein with respect to 
Securities of any series, means any one of the following events:
(1)	default in the payment of any interest or any 
Additional Amounts upon any Security of that series when it 
becomes due and payable and continuance of such default for a 
period of 30 days; or
(2)	default in the payment of the principal of (or 
premium, if any, on) any Security of that series at its Maturity; or
(3)	default in the payment of any installment of any 
sinking fund provided with respect to such series, when and as due 
by the terms of a Security of that series; or
(4)	material default in the performance, or material 
breach, of any covenant or obligation of the Company or the 
Guarantor in this Indenture (other than a covenant a default in 
whose performance or whose breach is elsewhere in this Section 
501 specifically dealt with or which has expressly been included in 
this Indenture solely for the benefit of a series of Securities other 
than that series) and continuance of such material default or breach 
for a period of 90 days after there has been given, by registered or 
certified mail, to the Company or the Guarantor by the Trustee or 
to the Company or the Guarantor and the Trustee by the Holders of 
at least 25% in aggregate principal amount of the Outstanding 
Securities of that series a written notice specifying such default or 
breach and requiring it to be remedied and stating that such notice 
is a "Notice of Default" hereunder; or
(5)	a default in the payment of the principal of any bond, 
debenture, note or other evidence of indebtedness, in each case for 
money borrowed, or in the payment of principal under any 
mortgage, indenture (including this Indenture) or instrument under 
which there may be issued or by which there may be secured or 
evidenced any indebtedness for money borrowed, of the Company, 
the Guarantor or any Significant Subsidiary, which default for 
payment of principal is in an aggregate principal amount exceeding 
U. S. $50,000,000 (or its equivalent in any other currency or 
currencies) when such indebtedness becomes due and payable 
(whether at maturity, upon redemption or acceleration or 
otherwise), if such default shall continue unremedied or unwaived 
for more than 30 Business Days and the time for payment of such 
amount has not been expressly extended; provided, however, that, 
subject to the provisions of Sections 601 and 602, the Trustee shall 
not be deemed to have knowledge of such default unless either (A) 
a Responsible Officer of the Trustee shall have actual knowledge of 
such default or (B) the Trustee shall have received written notice 
thereof from the Company or the Guarantor, from any Holder, from 
the holder of any such indebtedness or from the trustee under any 
such mortgage, indenture or other instrument; and provided, 
further, that if such default under such indenture or instrument shall 
be remedied or cured by the Company, the Guarantor or such 
Significant Subsidiary or waived by the holders of such 
indebtedness, then the Event of Default hereunder by reason thereof 
shall be deemed likewise to have been remedied, cured or waived 
without further action upon the part of the Trustee or any of the 
Holders; or
(6)	any Guarantee shall be held in a judicial proceeding 
to be unenforceable or invalid or shall cease for any reason to be in 
full force and effect; or
(7)	the failure of the Company, the Guarantor, or a 
Significant Subsidiary generally to pay its debts as they become 
due, or the admission in writing of its inability to pay its debts 
generally, or the making of a general assignment for the benefit of 
its creditors, or the institution of any proceeding by or against the 
Company, the Guarantor or a Significant Subsidiary (other than any 
such proceeding brought against the Company, the Guarantor or a 
Significant Subsidiary that is dismissed within 180 days from the 
commencement thereof) seeking to adjudicate it bankrupt or 
insolvent, or seeking liquidation, winding up, reorganization, 
arrangement, adjustment, protection, relief or composition (in each 
case, other than a solvent liquidation, winding up, reorganization, 
arrangement, adjustment, protection, relief or composition) of it or 
its debts under any law relating to bankruptcy, insolvency, 
reorganization, moratorium or relief of debtors, or seeking the entry 
of an order for relief or appointment of an administrator, receiver, 
trustee, intervenor or other similar official for it or for any 
substantial part of its property, or the taking of any action by the 
Company, the Guarantor or a Significant Subsidiary to authorize 
any of the actions set forth in this subparagraph (7); or
(8)	any other Event of Default provided in the 
supplemental indenture or provided in or pursuant to the Board 
Resolution under which such series of Securities is issued or in the 
form of Security for such series.
SECTION 502.	Acceleration of Maturity; Rescission and Annulment
If an Event of Default with respect to Securities of any 
series at the time Outstanding occurs and is continuing, the Trustee or the 
Holders of not less than 25% in aggregate principal amount of the 
Outstanding Securities of that series may declare the principal amount (or, 
if any of the Securities of that series are Original Issue Discount Securities, 
such portion of the principal amount of such Securities as may be specified 
in the terms thereof) of all of the Securities of that series to be due and 
payable immediately, by a notice in writing to the Company (and to the 
Trustee if given by Holders), and upon any such declaration such principal 
amount (or specified amount) shall become immediately due and payable.
At any time after such declaration of acceleration with 
respect to Securities of any series has been made, but before a judgment or 
decree for payment of money has been obtained by the Trustee as 
hereinafter in this Article provided, if all Events of Default with respect to 
Securities of that series have been cured or waived (other than the non-
payment of principal of the Securities which has become due solely by 
reason of such declaration of acceleration) then such declaration of 
acceleration and its consequences shall be automatically annulled and 
rescinded.
No such rescission shall affect any subsequent default or 
impair any right consequent thereon.
For all purposes under this Indenture, if a portion of the 
principal of any Original Issue Discount Securities shall have been 
accelerated and declared due and payable pursuant to the provisions 
hereof, then, from and after such declaration, unless such declaration has 
been rescinded and annulled, the principal amount of such Original Issue 
Discount Securities shall be deemed, for all purposes hereunder, to be such 
portion of the principal thereof as shall be due and payable as a result of 
such acceleration, and payment of such portion of the principal thereof as 
shall be due and payable as a result of such acceleration, together with 
interest, if any, thereon and all other amounts owing thereunder, shall 
constitute payment in full of such Original Issue Discount Securities.
SECTION 503.	Collection of Indebtedness and Suits for Enforcement by 
Trustee
The Company covenants that if
(1)	default is made in the payment of any interest on any 
Security of a series when such interest becomes due and payable 
and such default continues for a period of 30 days, or
(2)	default is made in the payment of the principal of, 
premium, if any, on any Security of a series at the Stated Maturity 
thereof,
the Company will, upon written demand of the Trustee, pay to it, for the 
benefit of the Holders of such Securities of such series, the whole amount 
then due and payable on such Securities of such series for principal of, 
premium, if any, and interest, if any, and, to the extent that payment of 
such interest shall be legally enforceable, interest on any overdue principal 
of, premium, if any, and any overdue interest, at the rate or rates prescribed 
therefor in such Securities of such series, and, in addition thereto, such 
further amount as shall be sufficient to cover the costs and expenses of 
collection, including the reasonable compensation, expenses, disbursements 
and advances of the Trustee, its agents and counsel.
If the Company fails to pay such amounts forthwith upon 
such demand, the Trustee, in its own name and as trustee of an express 
trust, may institute a judicial proceeding for the collection of the sums so 
due and unpaid, may prosecute such proceeding to judgment or final 
decree and may enforce the same against the Company or any other obligor 
upon such Securities and collect the moneys adjudged or decreed to be 
payable in the manner provided by law out of the property of the Company 
or any other obligor upon such Securities, wherever situated.
If any Event of Default with respect to Securities of any 
series occurs and is continuing, the Trustee may in its discretion proceed to 
protect and enforce its rights and the rights of the Holders of Securities of 
such series by such appropriate judicial proceedings as the Trustee shall 
deem most effectual to protect and enforce any such rights.
SECTION 504.	Trustee May File Proofs of Claim
In case of the pendency of any receivership, insolvency, 
liquidation (other than a solvent liquidation), bankruptcy, reorganization, 
arrangement, adjustment, composition or other judicial proceeding relative 
to the Company or any other obligor upon the Securities or the property of 
the Company or of such other obligor or their creditors, the Trustee 
(irrespective of whether the principal of the Securities shall then be due and 
payable as therein expressed or by declaration or otherwise and irrespective 
of whether the Trustee shall have made any demand on the Company for 
the payment of overdue principal or interest) shall be entitled and 
empowered, by intervention in such proceeding or otherwise,
(i)	to file and prove a claim for the whole amount of principal of, 
premium, if any, and interest owing and unpaid in respect of 
the Securities and to file such other papers or documents as 
may be necessary or advisable in order to have the claims of 
the Trustee (including any claim for the reasonable 
compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel) and of the Holders allowed in 
such judicial proceeding, and
(ii)	to collect and receive any moneys or other property payable 
or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or 
other similar official in any such judicial proceeding is hereby authorized by 
each Holder to make such payments to the Trustee and, in the event that 
the Trustee shall consent to the making of such payments directly to the 
Holders, to pay to the Trustee any amount due it for the reasonable 
compensation, expenses, disbursements and advances of the Trustee, its 
agents and counsel, and any other amounts due the Trustee under Section 
607.
Nothing herein contained shall be deemed to authorize the 
Trustee to authorize or consent to or accept or adopt on behalf of any 
Holder any plan of reorganization, arrangement, adjustment or composition 
affecting the Securities or the rights of any Holder thereof or to authorize 
the Trustee to vote in respect of the claim of any Holder in any such 
proceeding.
SECTION 505.	Trustee May Enforce Claims Without Possession of 
Securities
All rights of action and claims under this Indenture or the 
Securities may be prosecuted and enforced by the Trustee without the 
possession of any of the Securities or the production thereof in any 
proceeding relating thereto, and any such proceeding instituted by the 
Trustee shall be brought in its own name as trustee of an express trust, and 
any recovery of judgment shall, after provision for the payment of the 
reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, be for the ratable benefit of the Holders of 
the Securities in respect of which such judgment has been recovered.
SECTION 506.	Application of Money Collected
Any money collected by the Trustee pursuant to this Article 
shall be applied in the following order with respect to the Securities of any 
series, at the date or dates fixed by the Trustee and, in case of the 
distribution of such money on account of principal of, premium, if any, or 
interest, if any, upon presentation of the Securities and the notation thereon 
of the payment if only partially paid and upon surrender thereof if fully 
paid:
FIRST:	To the payment of all amounts due to the 
Trustee under Section 607;
SECOND:	In case the principal and premium, if any, of the 
Securities of such series in respect of which moneys have been 
collected shall not have become and be then due and payable, to the 
payment of interest, if any, on the Securities of such a series in 
default in the order of the maturity of the installments of such 
interest, with interest (to the extent that such interest has been 
collected by the Trustee and to the extent permitted by law) upon 
the overdue installments of interest at the rate prescribed therefor in 
such Securities, such payments to be made ratably to the Persons 
entitled thereto, without discrimination or preference; 
THIRD:	In case the principal or premium, if any, of the 
Securities of such series in respect of which moneys have been 
collected shall have become and shall be then due and payable, to 
the payment of the whole amount then owing and unpaid upon all 
the Securities of such series for principal of, premium, if any, and 
interest, if any, with interest upon the overdue principal of, 
premium, if any, and (to the extent that such interest has been 
collected by the Trustee and to the extent permitted by law) upon 
overdue installments of interest at the rate prescribed therefor in the 
Securities of such series; and in case such moneys shall be 
insufficient to pay in full the whole amount so due and unpaid upon 
the Securities of such series, then to the payment of such principal 
and any premium and interest, without preference or priority of 
principal over interest, or of interest over principal or premium, or 
of any installment of interest over any other installment of interest, 
or of any Security of such series over any other Security of such 
series, ratably to the aggregate of such principal and any premium 
and accrued and unpaid interest; and
FOURTH:	To the payment of the remainder, if any, to the 
Company or any other Person lawfully entitled thereto.
SECTION 507.	Limitation on Suits
No Holder of any Security of any series shall have any right 
to institute any proceeding, judicial or otherwise, with respect to this 
Indenture, or for the appointment of a receiver or trustee, or for any other 
remedy hereunder, unless
(1)	such Holder has previously given written notice to 
the Trustee of a continuing Event of Default with respect to the 
Securities of that series;
(2)	the Holders of not less than 25% in principal amount 
of the Outstanding Securities of that series shall have made written 
request to the Trustee to institute proceedings in respect of such 
Event of Default in its own name as Trustee hereunder;
(3)	such Holder or Holders have offered to the Trustee 
indemnity satisfactory to the Trustee against the costs, expenses 
and liabilities to be incurred in compliance with such request;
(4)	the Trustee for 60 days after its receipt of such 
notice, request and offer of indemnity has failed to institute any 
such proceeding; and
(5)	no direction inconsistent with such written request 
has been given to the Trustee during such 60-day period by the 
Holders of a majority in principal amount of the outstanding 
Securities of that series;
it being understood and intended that no one or more of such Holders shall 
have any right in any manner whatever by virtue of, or by availing of, any 
provision of this Indenture to affect, disturb or prejudice the rights of any 
other of such Holders, or to obtain or to seek to obtain priority or 
preference over any other of such Holders or to enforce any right under 
this Indenture, except in the manner herein provided and for the equal and 
ratable benefit of all such Holders.
SECTION 508.	Unconditional Right of Holders to Receive Principal, 
Premium and Interest
Notwithstanding Section 507, the Holder of any Security 
shall have the right, which is absolute and unconditional, to receive 
payment of the principal of, premium, if any, or (subject to Section 307) 
interest, if any, on such Security on the Stated Maturity or Maturities 
expressed in such Security (or, in the case of redemption, on the 
Redemption Date) and to institute suit for the enforcement of any such 
payment, and such rights shall not be impaired without the consent of such 
Holder.
SECTION 509.	Restoration of Rights and Remedies
If the Trustee or any Holder has instituted any proceeding 
to enforce any right or remedy under this Indenture and such proceeding 
has been discontinued or abandoned for any reason, or has been determined 
adversely to the Trustee or to such Holder, then and in every such case, 
subject to any determination in such proceeding, the Company, the Trustee 
and the Holders shall be restored severally and respectively to their former 
positions hereunder, and thereafter all rights and remedies of the Company, 
the Trustee and the Holders shall continue as though no such proceeding 
had been instituted.
SECTION 510.	Rights and Remedies Cumulative
Except as otherwise provided with respect to the 
replacement or payment of mutilated, destroyed, lost or stolen Securities in 
the last paragraph of Section 306, no right or remedy herein conferred 
upon or reserved to the Trustee or to the Holders is intended to be 
exclusive of any other right or remedy, and every right and remedy shall, to 
the extent permitted by law, be cumulative and in addition to every other 
right and remedy given hereunder or now or hereafter existing at law or in 
equity or otherwise.  The assertion or employment of any right or remedy 
hereunder, or otherwise, shall not prevent the concurrent assertion or 
employment of any other appropriate right or remedy.
SECTION 511.	Delay or Omission Not Waiver
No delay or omission of the Trustee or of any Holder of any 
Securities to exercise any right or remedy accruing upon any Event of 
Default shall impair any such right or remedy or constitute a waiver of any 
such Event of Default or an acquiescence therein.  Every right and remedy 
given by this Article or by law to the Trustee or to the Holders may be 
exercised from time to time, and as often as may be deemed expedient by 
the Trustee or by the Holders, as the case may be.
SECTION 512.	Control by Holders
The Holders of a majority in principal amount of the 
Outstanding Securities of any series shall have the right to direct the time, 
method and place of conducting any proceeding for any remedy available 
to the Trustee, or exercising any trust or power conferred on the Trustee, 
with respect to the Securities of such series; provided that
(1)	such direction shall not be in conflict with any rule 
of law or with this Indenture,
(2)	the Trustee may take any other action deemed 
proper by the Trustee which is not inconsistent with such direction, 
and
(3)	the Trustee shall not determine that the action so 
directed would be prejudicial to Holders not taking part in such 
action.
SECTION 513.	Waiver of Past Defaults
The Holders of not less than a majority in aggregate 
principal amount of the Outstanding Securities of any series may on behalf 
of the Holders of all the Securities of such series waive any past default 
hereunder with respect to such series and its consequences, except a 
default
(1)	in the payment of the principal of, premium, if any, 
or interest, if any, on any Security of such series, or
(2)	in respect of a covenant or provision hereof which 
under Article Nine cannot be modified or amended without the 
consent of the Holder of each Outstanding Security of such series 
affected.
Upon any such waiver, such default shall cease to exist, and 
any Event of Default arising therefrom shall be deemed to have been cured, 
for every purpose of this Indenture; but no such waiver shall extend to any 
subsequent or other default or impair any right consequent thereon.
SECTION 514.	Undertaking for Costs
All parties to this Indenture agree, and each Holder of any 
Security by his acceptance thereof shall be deemed to have agreed, that any 
court may in its discretion require, in any suit for the enforcement of any 
right or remedy under this Indenture, or in any suit against the Trustee for 
any action taken or omitted by it as Trustee, the filing by any party litigant 
in such suit of an undertaking to pay the costs of such suit, and that such 
court may in its discretion assess reasonable costs, including reasonable 
attorneys' fees, against any party litigant in such suit, having due regard to 
the merits and good faith of the claims or defenses made by such party 
litigant in such suit, but the provisions of this Section 514 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or 
group of Holders, holding in the aggregate more than 10% in principal 
amount of the outstanding Securities of any series, or to any suit instituted 
by any Holder for the enforcement of the payment of the principal of, 
premium, if any, or interest, if any, on any Security on or after the Stated 
Maturity or Maturities expressed in such Security.
ARTICLE SIX	

THE TRUSTEE
SECTION 601.	Certain Duties and Responsibilities
(a)	Except during the continuance of a default with 
respect to the Securities of any series,
(1)	the Trustee undertakes to perform, such duties and 
only such duties as are specifically set forth in this Indenture, and 
no implied covenants or obligations shall be read into this Indenture 
against the Trustee; and
(2)	in the absence of bad faith on its part, the Trustee 
may conclusively rely, as to the truth of the statements and the 
correctness of the opinions expressed therein, upon certificates or 
opinions furnished to the Trustee and conforming to the 
requirements of this Indenture; but in the case of any such 
certificates or opinions which by any provision hereof are 
specifically required to be furnished to the Trustee, the Trustee shall 
examine the same to determine whether or not they conform to the 
requirements of this Indenture.
(b)	In case a default has occurred and is continuing, the 
Trustee shall exercise such of the rights and powers vested in it by this 
Indenture, and use the same degree of care and skill in their exercise, as a 
prudent man would exercise or use under the circumstances in the conduct 
of his own affairs.
(c)	No provision of this Indenture shall be construed to 
relieve the Trustee from liability for its own negligent action, its own 
negligent failure to act, or its own willful misconduct, except that
(1)	the Trustee shall not be liable for any error of 
judgment made in good faith by a Responsible Officer, unless the 
Trustee was negligent in ascertaining the pertinent facts;
(2)	no provision of this Indenture shall require the 
Trustee to spend or risk its own funds or otherwise incur any 
financial liability in the performance of any of its duties hereunder, 
or in the exercise of any of its rights or powers, if repayment of 
such funds or adequate indemnity against such risk or liability 
satisfactory to the Trustee has not been assured to it; and
(3)	the Trustee shall not be liable with respect to any 
action taken or omitted to be taken by it in good faith in accordance 
with the direction of the Holders of not less than a majority in 
principal amount of the outstanding Securities of any series, 
determined as provided in Section 512, relating to the time, method 
and place of conducting any proceeding for any remedy available to 
the Trustee, or exercising any trust or power conferred upon the 
Trustee, under this Indenture with respect to the Securities of such 
series.
(d)	Whether or not therein expressly so provided, every 
provision of this Indenture relating to the conduct or affecting the liability 
of or affording protection to the Trustee shall be subject to the provisions 
of this Section 601.
SECTION 602.	Notice of Defaults
Within 90 days after the occurrence of any default 
hereunder with respect to the Securities of any series, the Trustee shall 
transmit by mail to all Holders of Securities of such series notice of such 
default hereunder known to the Trustee, unless such default shall have been 
cured or waived; provided, however, that, except in the case of a default in 
the payment of the principal of, premium, if any, or interest, if any, on any 
Security of such series or in the payment of any sinking fund installment 
with respect to Securities of such series, the Trustee shall be protected in 
withholding such notice if and so long as the board of directors, the 
executive committee or a trust committee of directors or a Responsible 
Officer of the Trustee in good faith determine that the withholding of such 
notice is in the interest of the Holders of Securities of such series; and 
provided, further, that in the case of any default of the character specified 
in Section 501(4) with respect to Securities of such series, no such notice 
to Holders shall be given until at least 30 days after the occurrence thereof.  
For the purpose of this Section 602, the term "default" means any event 
which is, or after notice or lapse of time or both would become, an Event 
of Default with respect to Securities of such series.
SECTION 603.	Certain Rights of Trustee
Subject to the provisions of Section 601:
(a)	the Trustee may rely and shall be protected in acting 
or refraining from acting upon any resolution, certificate, statement, 
instrument, opinion, report, notice, request, direction, consent, order, 
bond, debenture, note, other evidence of indebtedness or other paper or 
document believed by it to be genuine and to have been signed or presented 
by the proper party or parties;
(b)	any request or direction of the Company mentioned 
herein shall be sufficiently evidenced by a Company Request or Company 
Order or as otherwise expressly provided herein and any resolution of the 
Board of Directors may be sufficiently evidenced by a Board Resolution;
(c)	whenever in the administration of this Indenture the 
Trustee shall deem it desirable that a matter be proved or established prior 
to taking, suffering or omitting any action hereunder, the Trustee (unless 
other evidence be herein specifically prescribed) may, in the absence of bad 
faith on its part, rely upon an Officers' Certificate;
(d)	the Trustee may consult with counsel, and the 
written advice of such counsel or any Opinion of Counsel shall be full and 
complete authorization and protection in respect of any action taken, 
suffered or omitted by it hereunder in good faith and in reliance thereon;
(e)	the Trustee shall be under no obligation to expend 
or risk its own funds or to exercise, at the request or direction of any of the 
Holders, any of the rights or powers vested in it by this Indenture pursuant 
to this Indenture, unless such Holders shall have offered to the Trustee 
security or indemnity satisfactory to the Trustee against the costs, expenses 
and liabilities which might be incurred by it in compliance with such request 
or direction;
(f)	the Trustee shall not be bound to make any 
investigation into the facts or matters stated in any resolution, certificate, 
statement, instrument, opinion, report, notice, request, direction, consent, 
order, bond, debenture, note, other evidence of indebtedness or other paper 
or document, but the Trustee, in its discretion, may make such further 
inquiry or investigation into such facts or matters as it may see fit, and, if 
the Trustee shall determine to make such further inquiry or investigation, it 
shall be entitled upon reasonable prior request and during normal business 
hours to examine the books, records and premises of the Company, 
personally or by agent or attorney; and
(g)	the Trustee may execute any of the trusts or powers 
hereunder or perform any duties hereunder either directly or by or through 
agents or attorneys and shall not be liable for the actions or omissions of 
such agents appointed and supervised by it with due care.

SECTION 604.	Not Responsible for Recitals or Issuance of Securities
The recitals contained herein and in the Securities, except 
the Trustee's certificates of authentication, shall be taken as the statements 
of the Company, and neither the Trustee nor any Authenticating Agent 
assumes any responsibility for their correctness.  The Trustee makes no 
representations as to the validity or sufficiency of this Indenture or of the 
Securities.  Neither the Trustee nor any Authenticating Agent shall be 
accountable for the use or application by the Company of Securities or the 
proceeds thereof.
SECTION 605.	May Hold Securities
The Trustee, any Authenticating Agent, any Paying Agent, 
any Security Registrar or any other agent of the Company, in its individual 
or any other capacity, may become the owner or pledgee of Securities and, 
subject to Sections 608 and 613, may otherwise deal with the Company 
with the same rights it would have if it were not Trustee, Authenticating 
Agent, Paying Agent, Security Registrar or such other agent.
SECTION 606.	Money Held in Trust
Money held by the Trustee in trust hereunder need not be 
segregated from other funds except to the extent required by law.  The 
Trustee shall be under no liability for interest on any money received by it 
hereunder except as otherwise agreed with the Company.
SECTION 607.	Compensation and Reimbursement
The Company agrees
(1)	to pay to the Trustee from time to time such 
compensation as is agreed upon in writing;
(2)	except as otherwise expressly provided herein, to 
reimburse the Trustee upon its request for all reasonable expenses, 
disbursements and advances incurred or made by the Trustee in 
accordance with any provision of this Indenture (including the 
reasonable compensation and the expenses and disbursements of its 
agents and counsel, which compensation, expenses and 
disbursements shall be set forth in sufficient written detail to the 
satisfaction of the Company), except any such expense, 
disbursement or advance as may be attributable to its or their 
negligence or bad faith; and
(3)	to indemnify the Trustee, its officers, directors and 
employees for, and to hold it harmless against, any loss, liability or 
expense incurred without negligence, bad faith, or willful 
misconduct on its part, arising out of or in connection with the 
acceptance or administration of the trust or trusts hereunder, 
including the costs and expenses of defending itself against any 
claim or liability in connection with the exercise or performance of 
any of its powers or duties hereunder.  Obligations under this 
Section 607(3) will survive the satisfaction and discharge of this 
Indenture pursuant to Section 401 hereof.
SECTION 608.	Disqualification; Conflicting Interests
If the Trustee has or shall acquire a conflicting interest 
within the meaning of the Trust Indenture Act, the Trustee shall either 
eliminate such interest or resign, to the extent and in the manner provided 
by, and subject to the provisions of, the Trust Indenture Act and this 
Indenture.
SECTION 609.	Corporate Trustee Required; Eligibility
There shall at all times be a Trustee hereunder which shall 
be eligible to act as trustee under the Trust Indenture Act and which shall 
have a combined capital and surplus of at least U.S.$50,000,000.  If the 
Trustee does not have an office in The City of New York, the Trustee may 
appoint an agent in The City of New York reasonably acceptable to the 
Company to conduct any activities which the Trustee may be required 
under this Indenture to conduct in The City of New York.  If the Trustee 
does not have an office in The City of New York or has not appointed an 
agent in The City of New York, the Trustee shall be a participant in The 
Depository Trust Company and FAST distribution systems.  If such 
corporation publishes reports of condition at least annually, pursuant to law 
or to the requirements of a United States federal, state, territorial or 
District of Columbia supervising or examining authority, then for the 
purposes of this Section 609, the combined capital and surplus of such 
corporation shall be deemed to be its combined capital and surplus as set 
forth in its most recent report of condition so published.  If at any time the 
Trustee shall cease to be eligible in accordance with the provisions of this 
Section 609, the Trustee shall resign immediately in the manner and with 
the effect hereinafter specified in this Article.
SECTION 610.	Resignation and Removal; Appointment of Successor 
Trustee
(a)	No resignation or removal of the Trustee and no 
appointment of a successor Trustee pursuant to this Article shall become 
effective until the acceptance of appointment by the successor Trustee in 
accordance with the applicable requirements of Section 611.
(b)	The Trustee may resign at any time with respect to 
the Securities of one or more series by giving written notice thereof to the 
Company.  If the instrument of acceptance by a successor Trustee required 
by Section 611 shall not have been delivered to the Trustee within 30 days 
after the giving of such notice of resignation, the resigning Trustee may 
petition any court of competent jurisdiction for the appointment of a 
successor Trustee with respect to the Securities of such series.
(c)	The Trustee may be removed at any time with 
respect to the Securities of any series by Act of the Holders of a majority in 
principal amount of the Outstanding Securities of such series, delivered to 
the Trustee and to the Company.
(d)	If at any time:
(1)	the Trustee shall fail to comply with section 310(b) 
of the Trust Indenture Act pursuant to Section 608 with respect to 
any series of Securities after written request therefor by the 
Company or by any Holder who has been a bona fide holder of a 
Security for at least six months, or
(2)	the Trustee shall cease to be eligible under Section 
609 and shall fail to resign after written request therefor by the 
Company or by any such Holder, or
(3)	the Trustee shall become incapable of acting or shall 
be adjudged a bankrupt or insolvent or a receiver of the Trustee or 
of its property shall be appointed or any public officer shall take 
charge or control of the Trustee or of its property or affairs for the 
purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove 
the Trustee with respect to all Securities, or (ii) subject to Section 514, any 
Holder who has been a bona fide Holder of a Security for at least six 
months may, on behalf of himself and all others similarly situated, petition 
any court of competent jurisdiction for the removal of the Trustee with 
respect to all Securities and the appointment of a successor Trustee or 
Trustees.
(e)	If the Trustee shall resign, be removed or become 
incapable of acting, or if a vacancy shall occur in the office of Trustee for 
any cause, with respect to the Securities of one or more series, the 
Company, by a Board Resolution, shall promptly appoint a successor 
Trustee or Trustees with respect to the Securities of that or those series (it 
being understood that any such successor Trustee may be appointed with 
respect to the Securities of one or more or all of such series and that at any 
time there shall be only one Trustee with respect to the Securities of any 
particular series) and shall comply with the applicable requirements of 
Section 611.  If no successor Trustee with respect to the Securities of any 
series shall have been so appointed by the Company and accepted 
appointment in the manner required by Section 611, any Holder who has 
been a bona fide Holder of a Security of such series for at least six months 
may, on behalf of himself and all others similarly situated, petition any 
court of competent jurisdiction for the appointment of a successor Trustee 
with respect to the Securities of such series.
(f)	The Company shall give notice of each resignation 
and each removal of the Trustee with respect to the Securities of any series 
and each appointment of a successor Trustee with respect to the Securities 
of any series by mailing written notice of such event by first-class mail, 
postage prepaid, to all Holders of Securities of such series as their names 
and addresses appear in the Security Register.  Each notice shall include 
the name of the successor Trustee with respect to the Securities of such 
series and the address of its Corporate Trust Office.
SECTION 611.	Acceptance of Appointment by Successor
(a)	In case of the appointment hereunder of a successor 
Trustee with respect to all Securities, every such successor Trustee so 
appointed shall execute, acknowledge and deliver to the Company and to 
the retiring Trustee an instrument accepting such appointment, and 
thereupon the resignation or removal of the retiring Trustee shall become 
effective and such successor Trustee, without any further act, deed or 
conveyance, shall become vested with all the rights, powers, trusts and 
duties of the retiring Trustee; but, on the request of the Company or the 
successor Trustee, such retiring Trustee shall, upon payment of its charges, 
execute and deliver an instrument transferring to such successor Trustee all 
the rights, powers and trusts of the retiring Trustee and shall duly assign, 
transfer and deliver to such successor Trustee all property and money held 
by such retiring Trustee hereunder.
(b)	In case of the appointment hereunder of a successor 
Trustee with respect to the Securities of one or more (but not all) series, 
the Company, the retiring Trustee and each successor Trustee with respect 
to the Securities of one or more series shall execute and deliver an 
indenture supplemental hereto wherein each successor Trustee shall accept 
such appointment and which (1) shall contain such provisions as shall be 
necessary or desirable to transfer and confirm to, and to vest in, each 
successor Trustee all the rights, powers, trusts and duties of the retiring 
Trustee with respect to the Securities of that or those series to which the 
appointment of such successor Trustee relates, (2) if the retiring Trustee is 
not retiring with respect to all Securities, shall contain such provisions as 
shall be deemed necessary or desirable to confirm that all the rights, 
powers, trusts and duties of the retiring Trustee with respect to the 
Securities of that or those series as to which the retiring Trustee is not 
retiring shall continue to be vested in the retiring Trustee, and (3) shall add 
to or change any of the provisions of this Indenture as shall be necessary to 
provide for or facilitate the administration of the trusts hereunder by more 
than one Trustee, it being understood that nothing herein or in such 
supplemental indenture shall constitute such Trustees co-trustees of the 
same trust and that each such Trustee shall be trustee of a trust or trusts 
hereunder separate and apart from any trust or trusts hereunder 
administered by any other such Trustee; and upon the execution and 
delivery of such supplemental indenture the resignation or removal of the 
retiring Trustee shall become effective to the extent provided therein and 
each such successor Trustee, without any further act, deed or conveyance, 
shall become vested with all the rights, powers, trusts and duties of the 
retiring Trustee with respect to the Securities of that or those series to 
which the appointment of such successor Trustee relates; but on request of 
the company or any successor trustee, such retiring Trustee shall duly 
assign, transfer and deliver to such successor Trustee all property and 
money held by such retiring Trustee hereunder with respect to the 
Securities of that or those series to which the appointment of such 
successor Trustee relates.
(c)	Upon request of any such successor Trustee, the 
Company shall execute any and all instruments for more fully and certainly 
vesting in and confirming to such successor Trustee all such rights, powers 
and trusts referred to in paragraph (a) or (b) of this Section 611, as the 
case may be.
(d)	No successor Trustee shall accept its appointment 
unless at the time of such acceptance such successor Trustee shall be 
qualified and eligible under this Article.
SECTION 612.	Merger, Conversion, Consolidation or Succession to 
Business
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 Article, without the execution or 
filing of any paper or any further act on the part of any of the parties 
hereto.  In case any Securities shall have been authenticated, but not 
delivered, by the Trustee then in office, any successor by merger, 
conversion or consolidation to such authenticating Trustee may adopt such 
authentication and deliver the Securities so authenticated with the same 
effect as if such successor Trustee had itself authenticated such Securities.
SECTION 613.	Preferential Collecting of Claims Against Company
(a)	Subject to Subsection (b) of this Section 613, if the 
Trustee shall be or shall become a creditor, directly or indirectly, secured 
or unsecured, of the Company within three months prior to a default, as 
defined in Subsection (c) of this Section 613, or subsequent to such a 
default, then, unless and until such default shall be cured, the Trustee shall 
set apart and hold in a special account for the benefit of the Trustee 
individually, the Holders of the Securities and the holders of other 
indenture securities, as defined in Subsection (c) of this Section 613:
(1)	an amount equal to any and all reductions in the 
amount due and owing upon any claim as such creditor in respect 
of principal or interest effected after the beginning of such three 
months' period and valid as against the Company and its other 
creditors, except any such reduction resulting from the receipt or 
disposition of any property described in paragraph (2) of this 
Subsection, or from the exercise of any right of setoff which the 
Trustee could have exercised if a petition in bankruptcy had been 
applied by or against the Company upon the date of such default; 
and
(2)	all property received by the Trustee in respect of any 
claims as such creditor, either as security therefor, or in satisfaction 
or composition thereof, or otherwise, after the beginning of such 
three months' period, or an amount equal to the proceeds of any 
such property, if disposed of, subject, however, to the rights, if any, 
of the Company and its other creditors in such property or such 
proceeds.
Nothing herein contained, however, shall affect the right of 
the Trustee:
(A)	to retain for its own account (i) payments made on 
account of any such claim by any Person (other than the Company) 
who is liable thereon, and (ii) the proceeds of the bona fide sale of 
any such claim by the Trustee to a third Person, and (iii) 
distributions made in cash, securities or other property in respect of 
claims filed against the Company in bankruptcy or receivership or in 
proceedings for reorganization pursuant to the Federal Bankruptcy 
Act or applicable State law;
(B)	to realize, for its own account, upon any property held 
by it as security for any such claim, if such property was so held 
prior to the beginning of such three months' period;
(C)	to realize, for its own account, but only to extent of the 
claim hereinafter mentioned, upon any property held by it as 
security for any such claim, if such claim was created after the 
beginning of such three months' period and such property was 
received as security therefor simultaneously with the creation 
thereof, and if the Trustee shall sustain the burden of proving that at 
the time such property was so received the Trustee had no 
reasonable cause to believe that a default, as defined in Subsection 
(c) of this Section 613, would occur within three months; or
(D)	to receive payment on any claim referred to in paragraph 
(B) or (C) , against the release of any property held as security for 
such claim as provided in paragraph (B) or (C) , as the case may be, 
to the extent of the fair value of such property.
For the purposes of paragraphs (B), (C) and (D), property 
substituted after the beginning of such three months' period for property 
held as security at the time of such substitution shall, to the extent of the 
fair value of the property released, have the same status as the property 
released, and, to the extent that any claim referred to in any of such 
paragraphs is created in renewal of or in substitution for or for the purpose 
of repaying or refunding any pre-existing claim of the Trustee as such 
creditor, such claim shall have the same status as such pre-existing claim.
If the Trustee shall be required to account for the funds and 
property held in such specia1 account, the proceeds thereof shall be 
apportioned among the Trustee, the Holders and the holders of other 
indenture securities in such manner that the Trustee, the Holders and the 
holders of other indenture securities realize, as a result of payments from 
such special account and payments of dividends on claims filed against the 
Company in bankruptcy or receivership or in proceedings for 
reorganization pursuant to the Federal Bankruptcy Act or applicable State 
law or winding up or administration pursuant to the insolvency laws of the 
Cayman Islands or the United Kingdom, as applicable, the same percentage 
of their respective claims, figured before crediting to the claim of the 
Trustee anything on account of the receipt by it from the Company of the 
funds and property in such special account and before crediting to the 
respective claims of the Trustee and the Holders and the holders of other 
indenture securities dividends on claims filed against the Company in 
bankruptcy or receivership or in proceedings for reorganization pursuant to 
the Federal Bankruptcy Act or applicable State law or winding up or 
administration pursuant to the insolvency laws of the Cayman Islands or 
the United Kingdom, as applicable, but after crediting thereon receipts on 
account of the indebtedness represented by their respective claims from all 
sources other than from such dividends and from the funds and property so 
held in such special account.  As used in this paragraph, with respect to any 
claim, the term "dividends" shall include any distribution with respect to 
such claim, in bankruptcy or receivership or proceedings for reorganization 
pursuant to the Federal Bankruptcy Act or applicable State law or winding 
up or administration pursuant to the insolvency laws of the Cayman Islands 
or the United Kingdom, as applicable, whether such distribution is made in 
cash, securities or other property, but shall not include any such 
distribution with respect to the secured portion, if any, of such claim.
Any Trustee which has resigned or been removed after the 
beginning of such three months' period shall be subject to the provisions of 
this Subsection as though such resignation or removal had not occurred.  If 
any Trustee has resigned or been removed prior to the beginning of such 
three months' period, it shall be subject to the provisions of this Subsection 
if and only if the following conditions exist:
(i)	the receipt of property or reduction of claim, which would 
have given rise to the obligation to account, if such Trustee 
had continued as Trustee, occurred after the beginning of 
such three months' period; and
(ii)	such receipt of property or reduction of claim occurred within 
three months after such resignation or removal.
(b)	There shall be excluded from the operation of 
Subsection (a) of this Section 613 a creditor relationship arising from:
(1)	 the ownership or acquisition of securities issued 
under any indenture, or any security or securities having a maturity 
of one year or more at the time of acquisition by the Trustee;
(2)	advances authorized by a receivership or bankruptcy 
court of competent jurisdiction or by this Indenture, for the purpose 
of preserving any property which shall at any time be subject to the 
lien of this Indenture or of discharging tax liens or other prior liens 
or encumbrances thereon, if notice of such advances and of the 
circumstances surrounding the making thereof is given to the 
Holders at the time and in the manner provided in this Indenture;
(3)	disbursements made in the ordinary course of 
business in the capacity of trustee under an indenture, transfer 
agent, registrar, custodian, paying agent, fiscal agent or depository, 
or other similar capacity;
(4)	an indebtedness created as a result of services 
rendered or premises rented; or an indebtedness created as a result 
of goods or securities sold in a cash transaction, as defined in 
Subsection (c) of this Section 613;
(5)	the ownership of stock or of other securities of a 
corporation organized under the provisions of Section 25 (a) of the 
Federal Reserve Act, as amended, which is directly or indirectly a 
creditor of the Company; and
(6)	the acquisition, ownership, acceptance or 
negotiation of any drafts, bills of exchange, acceptances or 
obligations which fall within the classification of self-liquidating 
paper, as defined in Subsection (c) of this Section 613.
(c)	For the purposes of this Section 613 only:
(1)	the term "default" means any failure to make 
payment in full of the principal of or interest on any of the 
Securities or upon the other indenture securities when and as such 
principal or interest becomes due and payable;
(2)	the term "other indenture securities" means 
securities upon which the Company is an obligor (as defined in the 
Trust Indenture Act) outstanding under any other indenture (i) 
under which the Trustee is also trustee, (ii) which contains 
provisions substantially similar to the provisions of this Section 613, 
and (iii) under which a default exists at the time of the 
apportionment of the funds and property held in such special 
account;
(3)	the term "cash transaction" means any transaction in 
which full payment for goods or securities sold is made within 
seven days after delivery of the goods or securities in currency or in 
checks or other orders drawn upon banks or bankers and payable 
upon demand;
(4)	the term "self-liquidating paper" means any draft, 
bill of exchange, acceptance or obligation which is made, drawn, 
negotiated or incurred by the Company for the purpose of financing 
the purchase, processing, manufacturing, shipment, storage or sale 
of goods, wares or merchandise and which is secured by documents 
evidencing title to, possession of, or a lien upon, the goods, wares 
or merchandise or the receivables or proceeds arising from the sale 
of the goods, wares or merchandise previously constituting the 
security, provided the security is received by the Trustee 
simultaneously with the creation of the creditor relationship with 
the Company arising from the making, drawing, negotiating or 
incurring of the draft, bill of exchange, acceptance or obligation;
(5)	the term "Company" means any obligor upon the 
Securities; and
(6)	the term "Federal Bankruptcy Act" means the 
Bankruptcy Code or Title 11 of the United States Code.
SECTION 614.	Authenticating Agents
From time to time the Trustee, with the prior written 
approval of the Company, may appoint one or more Authenticating Agents 
with respect to one or more series of Securities with power to act on the 
Trustee's behalf and subject to its direction in the authentication and 
delivery of Securities of such series or in connection with transfers and 
exchanges under Sections 304, 305, 306, and 1104 as fully to all intents 
and purposes as though the Authenticating Agent had been expressly 
authorized by those Sections of this Indenture to authenticate and deliver 
Securities of such series.  For all purposes of this Indenture, the 
authentication and delivery of Securities by an Authenticating Agent 
pursuant to this Section 614 shall be deemed to be authentication and 
delivery of such Securities "by the Trustee".  Each such Authenticating 
Agent shall be acceptable to the Company and shall at all times be a 
corporation organized and doing business under the laws of the United 
States, any State thereof or the District of Columbia, authorized under such 
laws to exercise corporate trust powers, having a combined capital and 
surplus of at least U.S.$50,000,000 and subject to supervision or 
examination by Federal, State or District of Columbia authority.  If such 
corporation publishes reports of condition at least annually pursuant to law 
or the requirements of such authority, then for the purposes of this Section 
614 the combined capital and surplus of such corporation shall be deemed 
to be its combined capital and surplus as set forth in its most recent report 
of condition so published.  If at any time an Authenticating Agent shall 
cease to be eligible in accordance with the provisions of this Section 614, 
such Authenticating Agent shall resign immediately in the manner and with 
the effect specified in this Section 614.
Any corporation into which any Authenticating Agent may 
be merged or with which it may be consolidated, or any corporation 
resulting from, any merger or consolidation or to which any Authenticating 
Agent shall be a party, or any corporation succeeding to the corporate trust 
business of any Authenticating Agent, shall be the successor of the 
Authenticating Agent hereunder, if such successor corporation is otherwise 
eligible under this Section 614, without the execution or filing of any paper 
or any further act on the part of the parties hereto or the Authenticating 
Agent or such successor corporation.
An Authenticating Agent may resign at any time by giving 
written notice of resignation to the Trustee and to the Company.  The 
Trustee may at any time terminate the agency of any Authenticating Agent 
by giving written notice of termination to such Authenticating Agent and to 
the Company.  Upon receiving such a notice of resignation or upon such a 
termination, or in case at any time any Authenticating Agent shall cease to 
be eligible under this Section 614, the Trustee may appoint a successor 
Authenticating Agent with the prior written approval of the Company and 
shall mail notice of such appointment to all Holders of Securities of the 
series with respect to which such Authenticating Agent will serve, as the 
names and addresses of such Holders appear on the Security Register.  Any 
successor Authenticating Agent, upon acceptance of its appointment 
hereunder, shall become vested with all the rights, powers and duties of its 
predecessor hereunder, with like effect as if originally named as an 
Authenticating Agent.  No successor Authenticating Agent shall be 
appointed unless eligible under the provisions of this Section 614.
The Trustee agrees to pay to each Authenticating Agent 
from time to time reasonable compensation for its services under this 
Section 614 as may be agreed in a separate writing among the Company, 
the Trustee and such Authenticating Agent, and the Trustee shall be 
entitled to be reimbursed for such payments pursuant to Section 607.
If an appointment with respect to one or more series of 
Securities is made pursuant to this Section 614, the Securities of such 
series may have endorsed thereon, in addition to the Trustee's certificate of 
authentication, an alternate certificate of authentication in the following 
form:
This is one of the Securities of the series designated herein 
referred to in the within mentioned Indenture.
Dated:					_____________________________
As Trustee

{NAME OF AUTHENTICATING
AGENT}


______________________________
______
			Authenticating 
Agent

By:


______________________________
______
			Authorized 
Signatory

ARTICLE SEVEN	

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	Company to Furnish Trustee Names and Addresses of 
Holders
The Company will furnish or cause to be furnished to the 
Trustee with respect to the Registered Securities of each series
(a)	semi-annually, not later than 15 days after each 
Regular Record Date, or, in the case of any series of Registered Securities 
on which semiannual interest is not payable, not more than 15 days after 
such semi-annual dates as may be specified by the Trustee, a list, in such 
form as the Trustee may reasonably require, of the names and addresses of 
the Holders as of such Regular Record Date or semi-annual date, as the 
case may be, and
(b)	at such other times as the Trustee may request in 
writing, within 30 days after the receipt by the Company of any such 
request, a list of similar form and content as of a date not more than 15 
days prior to the time such list is furnished;
provided, however, that if and so long as the Trustee is Security Registrar 
for any series of Registered Securities, no such list shall be required to be 
furnished with respect to any such series.
SECTION 702.	Preservation of Information; Communications to 
Holders
(a)	The Trustee shall preserve, in as current a form as is 
reasonably practicable, the names and addresses of Holders contained in 
the most recent list furnished to the Trustee as provided in Section 701 and 
the names and addresses of Holders received by the Trustee in its capacity 
as Security Registrar.
(b)	If three or more Holders (herein referred to as 
"applicants") apply in writing to the Trustee, and furnish to the Trustee 
reasonable proof that each such applicant has owned a Security for a 
period of at least six months preceding the date of such application, and 
such application states that the applicants desire to communicate with other 
Holders with respect to their rights under this Indenture or under the 
Securities and is accompanied by a copy of the form of proxy or other 
communication which such applicants propose to transmit, then the Trustee 
shall, within five business days after the receipt of such application, at its 
election, either
(i)	afford such applicants access to the information preserved at 
the time by the Trustee in accordance with Section 702(a), or
(ii)	inform such applicants as to the approximate number of 
Holders whose names and addresses appear in the 
information preserved at the time by the Trustee in 
accordance with Section 702(a), and as to the approximate 
cost of mailing to such Holders the form of proxy or other 
communication, if any, specified in such application.
If the Trustee shall elect not to afford such applicants access 
to such information, the Trustee shall, upon the written request of such 
applicants, mail to each Holder whose name and address appear in the 
information preserved at the time by the Trustee in accordance with 
Section 702(a) a copy of the form of proxy or other communication which 
is specified in such request, with reasonable promptness after a tender to 
the Trustee of the material to be mailed and of payment, or provision for 
the payment, of the reasonable expenses of mailing, unless within five days 
after such tender the Trustee shall mail to such applicants and file with the 
Commission, together with a copy of the material to be mailed, a written 
statement to the effect that, in the opinion of the Trustee, such mailing 
would be contrary to the beat interest of the Holders or would be in 
violation of applicable law.  Such written statement shall specify the basis 
of such opinion.  If the Commission, after opportunity for a hearing upon 
the objections specified in the written statement so filed, shall enter an 
order refusing to sustain any of such objections or if, after the entry of an 
order sustaining one or more of such objections, the Commission shall find, 
after notice and opportunity for hearing, that all the objections so sustained 
have been met and shall enter an order so declaring, the Trustee shall mail 
copies of such material to all such Holders with reasonable promptness 
after the entry of such order and the renewal of such tender; otherwise the 
Trustee shall be relieved of any obligation or duty to such applicants 
respecting their application.
(c)	Every Holder of Securities, by receiving and holding 
the same, agrees with the Company and the Trustee that neither the 
Company nor the Trustee nor any agent of either of them shall be held 
accountable, by reason of the disclosure of any such information as to the 
names and addresses of the Holders in accordance with Section 702(b), 
regardless of the source from which such information was derived, and that 
the Trustee shall not be held accountable by reason of mailing any material 
pursuant to a request made under Section 702(b).
SECTION 703.	Reports by Trustee
(a)	Within 60 days after July 1 of each year, 
commencing July 1, 1998, the Trustee shall transmit by mail to all Holders 
of Securities a brief report dated as of such July 1, of such year with 
respect to any of the following events which may have occurred within the 
previous 12 months (but if no such event has occurred within such period 
no report need be transmitted):
(1)	any change to its eligibility under Section 609 and its 
qualifications under Section 608;
(2)	the creation of or any material change to a 
relationship specified in Section 608;
(3)	the character and amount of any advances (and if the 
Trustee elects so to state, the circumstances surrounding the 
making thereof) made by the Trustee (as such) which remain unpaid 
on the date of such report, and for the reimbursement of which it 
claims or may claim a lien or charge, prior to that of the Securities, 
on any property or funds held or collected by it as Trustee, except 
that the Trustee shall not be required (but may elect) to report such 
advances if such advances so remaining unpaid aggregate not more 
than one-half of one percentum of the principal amount of the 
Securities outstanding on the date of such report;
(4)	any change to the amount, interest rate and maturity 
date of all other indebtedness owing by the Company (or by any 
other obligor on the Securities) to the Trustee in its individual 
capacity, on the date of such report, with a brief description of any 
property held as collateral security therefor, except an indebtedness 
based upon a creditor relationship arising in any manner described 
in Sections 613(b)(2), (3), (4) or (6);
(5)	any change to the property and funds, if any, 
physically in the possession of the Trustee as such on the date of 
such report;
(6)	any additional issue of Securities which the Trustee 
has not previously reported; and
(7)	any action taken by the Trustee in the performance 
of its duties hereunder which it has not previously reported and 
which in its opinion materially affects the Securities, except action 
in respect of a default, notice of which has been or is to be withheld 
by the Trustee in accordance with Section 602.
(b)	The Trustee shall transmit by mail to all Holders of 
Securities a brief report with respect to the character and amount of any 
advances (and if the Trustee elects so to state, the circumstances 
surrounding the making thereof) made by the Trustee (as such) since the 
date of the last report transmitted pursuant to Subsection (a) of this 
Section 703 (or if no such report has yet been so transmitted, since the date 
of execution of this instrument) for the reimbursement of which it claims or 
may claim a lien or charge, prior to that of the Securities, on property or 
funds held or collected by it as Trustee and which it has not previously 
reported pursuant to this Subsection, except that the Trustee shall not be 
required (but may elect) to report such advances if such advances 
remaining unpaid at any time aggregate 10% or less of the principal amount 
of the securities outstanding at such time, such report to be transmitted 
within 90 days after such time.
(c)	A copy of each such report shall, at the time of such 
transmission to Holders, be filed by the Trustee with each United States 
national securities exchange upon which any Securities are listed, with the 
Commission and with the Company.  The Company will notify the Trustee 
when any Securities are listed on any United States national securities 
exchange.
SECTION 704.	Reports
The Company and the Guarantor shall:
(1)	file with the Trustee, within 30 days after the 
Guarantor is required to file the same with the Commission, copies 
of the annual reports and of the information, documents and other 
reports (or copies of such portions of any of the foregoing as the 
Commission may from time to time by rules and regulations 
prescribe) which the Guarantor may be required to file with the 
Commission pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934; or, if the Guarantor is not 
required to file information, documents or reports pursuant to 
either of said Sections and one or more series of the Securities is 
listed on a United States national securities exchange, then it shall 
file with the Trustee and the Commission, in accordance with rules 
and regulations prescribed from time to time by the Commission, 
such of the supplementary and periodic information, documents and 
reports which may be required pursuant to Section 13 of the 
Exchange Act in respect of a security listed and registered on a 
United States national securities exchange as may be prescribed 
from time to time in such rules and regulations;
(2)	file with the Trustee and the Commission, in 
accordance with rules and regulations prescribed from time to time 
by the Commission, such additional information, documents and 
reports with respect to compliance by the Company with the 
conditions and covenants of this Indenture as may be required from 
time to time by such rules and regulations; and
(3)	transmit by mail to all Holders of Securities within 
30 days after the filing thereof with the Trustee, such summaries of 
any information, documents and reports required to be filed by the 
Company pursuant to paragraphs (1) and (2) of this Section 704 as 
may be required by rules and regulations prescribed from time to 
time by the Commission.
ARTICLE EIGHT	

CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE
SECTION 801.	Company or Guarantor May Consolidate Etc., Only on 
Certain Terms
Nothing contained in this Indenture or in the Securities of 
any series shall prevent the Company or the Guarantor from consolidating 
with or merging into another corporation or corporations, or successive 
consolidations or mergers or conveying, transferring, leasing or otherwise 
disposing of its properties and assets substantially as an entirety to any 
person, provided that (a) the successor entity expressly assumes all of the 
Company's applicable obligations on the Securities or the Guarantor's 
applicable obligations under the Guarantee, as the case may be, and (b) 
immediately after giving effect to such transaction no Event of Default and 
no event which, after notice or lapse of time or both, would become an 
Event of Default, shall have happened and be continuing.  In addition, each 
of the Company and the Guarantor may assign and delegate all of its rights 
and obligations on the Securities of any series, under this Indenture, on the 
Guarantee and all other documents, agreements and instruments related 
thereto, as applicable, to any Person that owns all of the ordinary shares of 
the Company or the Guarantor or to any Person that owns all of the 
ordinary shares of a Person that owns all of the ordinary shares of the 
Company or the Guarantor, and upon any such Person assuming such 
rights and obligations the Company or the Guarantor shall be automatically 
released from such obligations, provided that immediately after giving 
effect to such transaction no Event of Default, and no event which, after 
notice or lapse of time or both, would become an Event of Default shall 
have happened and be continuing.
In the event that any such successor entity is organized 
under the laws of a country located outside of a Taxing Jurisdiction and 
withholding or deduction is required by law for or on account of any 
present or future taxes, duties, assessments or governmental charges of 
whatever nature imposed, levied, collected, withheld or assessed by or 
within such country in which the successor entity is organized or by or 
within any political subdivision thereof or any authority therein or thereof 
having power to tax, the successor entity shall pay to the relevant Holder 
of the Securities of such series such Additional Amounts, under the same 
circumstances and subject to the same limitations as are specified for in 
Section 1009 hereof, but substituting for the applicable Taxing Jurisdiction 
in each place the name of the country under the laws of which such 
successor entity is organized, managed and controlled or has a place of 
business.  In addition, such successor entity shall be entitled to effect an 
optional tax redemption under the same circumstances and subject to the 
same limitations as are set forth in Section 1108 hereof, but substituting for 
the applicable Taxing Jurisdiction in each place the name of the country 
under the laws of which such successor entity is organized, managed and 
controlled or has a place of business and substituting the date of such 
succession for the date of the relevant underwriting agreement for the 
Securities of such series.
SECTION 802.	Successor Corporation to be Substituted
Upon any consolidation by the Company or the Guarantor 
with or merger by the Company or the Guarantor into any other 
corporation or any conveyance, transfer, lease or other disposition of the 
properties and assets of the Company or the Guarantor substantially as an 
entirety in accordance with Section 801, the successor corporation formed 
by such consolidation or into which the Company or the Guarantor is 
merged or to which such conveyance, transfer or lease is made shall 
succeed to, and be substituted for, and may exercise every right and power 
of, the Company or the Guarantor under this Indenture with the same 
effect as if such successor corporation had been named as the Company or 
the Guarantor herein, and thereafter the predecessor corporation shall be 
relieved of all obligations and covenants under this Indenture and the 
Securities.
ARTICLE NINE	

SUPPLEMENTAL INDENTURES
SECTION 901.	Supplemental Indentures without Consent of Holders
Without the consent of any Holders, the Company, the 
Guarantor and the Trustee, at any time and from time to time, may enter 
into one or more indentures supplemental hereto, in form satisfactory to 
the Trustee, for any of the following purposes:
(1)	to evidence the succession of another company to 
the Company or the Guarantor and the assumption by any such 
successor of the covenants of the Company or the Guarantor herein 
and in the Securities or any Guarantee;
(2)	to add to the covenants of the Company or the 
Guarantor for the benefit of the Holders of all or any series of 
Securities (and if such covenants are to be for the benefit of less 
than all series of Securities, stating that such covenants are 
expressly being included solely for the benefit of such series) or to 
surrender any right or power herein conferred upon the Company 
or the Guarantor;
(3)	to add any additional Events of Default (and if such 
Events of Default are to be for the benefit of less than all series of 
Securities, stating that such Events of Default are expressly being 
included solely for the benefit of such series);
(4)	to add to or change any of the provisions of this 
Indenture to such extent as shall be necessary to permit or facilitate 
the issuance of Bearer Securities, registrable or not registrable as to 
principal, and with or without interest coupons, or to facilitate the 
issuance of Securities in uncertificated form, or to permit or 
facilitate the issuance of extendible Securities;
(5)	to change or eliminate any of the provisions of this 
Indenture; provided that any such change or elimination shall 
become effective only as to the Securities of any series created by 
such supplemental indenture and Securities of any series 
subsequently created to which such change or elimination is made 
applicable by the subsequent supplemental indenture creating such 
series;
(6)	to secure the Securities;
(7)	to establish the form and terms of the Securities of 
any series as permitted by Sections 201 and 301;
(8)	to evidence and provide for the acceptance of 
appointment hereunder by a successor Trustee with respect to the 
Securities of one or more series and to add to or change any of the 
provisions of this Indenture as shall be necessary to provide for or 
facilitate the administration of the trusts hereunder by more than 
one Trustee, pursuant to the requirements of Section 611(b);
(9)	to provide for any rights of the Holders of Securities 
of any series to require the repurchase of Securities of such series 
by the Company; or 
(10)	to cure any ambiguity, to correct or supplement any 
provision herein which may be inconsistent with any other provision 
herein, to evidence the merger of the Company or the replacement 
of the Trustee, or to make any other provisions with respect to 
matters or questions arising under this Indenture; provided such 
action shall not materially and adversely affect the interests of the 
Holders of Securities of any series.
SECTION 902.	Supplemental Indentures with Consent of Holders
With the consent of the Holders of a majority in aggregate 
principal amount of the outstanding Securities of all series affected by such 
supplemental indenture (voting as one class), by Act of said Holders 
delivered to the Company and the Trustee, the Company, when authorized 
by or pursuant to a Board Resolution, the Guarantor and the Trustee may 
enter into an indenture or indentures supplemental hereto for the purpose 
of adding any provisions to or changing in any manner or eliminating any of 
the provisions of this indenture or of modifying in any manner the rights of 
the Holders of Securities of such series under this Indenture; provided, 
however, that no such supplemental indenture shall, without the consent of 
the Holder of each Outstanding Security affected thereby,
(1)	change the Stated Maturity of the principal of, or 
any installment of principal of or interest, if any, on, any Security, 
or reduce the principal amount thereof or the rate of interest 
thereon (including Additional Amounts) or any premium payable 
upon the redemption thereof, or reduce the amount of the principal 
of an Original Issue Discount Security that would be due and 
payable upon a declaration of acceleration of the maturity thereof 
pursuant to Section 502, or change any Place of Payment where, or 
the coin or currency in which, any Security or any premium or the 
interest thereon is payable, or impair the right to institute suit for 
the enforcement of any such payment on or after the Stated 
Maturity thereof (or, in the case of redemption, on or after the 
Redemption Date), or
(2)	reduce the percentage in principal amount of the 
outstanding Securities of any series, the consent of whose Holders 
is required for any such supplemental indenture, or the consent of 
whose Holders is required for any waiver of compliance with 
certain provisions of this Indenture or certain defaults hereunder 
and their consequences provided for in this Indenture, or
(3)	modify any of the provisions of this Section 902 or 
Section 513, except to increase any such percentage or to provide 
that certain other provisions of this Indenture cannot be modified or 
waived without the consent of the Holder of each Outstanding 
Security affected thereby; provided, however, that this clause shall 
not be deemed to require the consent of any Holder with respect to 
changes in the references to "the Trustee" and concomitant changes 
in this Section 902, or the deletion of this proviso, in accordance 
with the requirements of Sections 611(b) and 901(8).
A supplemental indenture which changes or eliminates any covenant or 
other provision of this Indenture which has expressly been included solely 
for the benefit of one or more particular series of Securities, or which 
modifies the rights of the Holders of Securities of such series with respect 
to such covenant or other provision, shall be deemed not to affect the 
rights under this Indenture of the Holders of Securities of any other series.
It shall not be necessary for any Act of Holders under this 
Section 902 to approve the particular form of any proposed supplemental 
indenture, but it shall be sufficient if such Act shall approve the substance 
thereof.
SECTION 903.	Execution of Supplemental Indentures
In executing, or accepting the additional trusts created by, 
any supplemental indenture permitted by this Article or the modifications 
thereby of the trusts created by this Indenture, the Trustee shall be entitled 
to receive, and (subject to Section 601) shall be fully protected in relying 
upon, an Opinion of Counsel stating that the execution of such 
supplemental indenture is authorized or permitted by this Indenture.  The 
Trustee may, but shall not be obligated to, enter into any such supplemental 
indenture which affects the Trustee's own rights, duties or immunities 
under this Indenture or otherwise.
SECTION 904.	Effect of Supplemental Indentures
Upon the execution of any supplemental indenture under 
this Article, this Indenture shall be modified in accordance therewith, and 
such supplemental indenture shall form a part of this Indenture for all 
purposes; and every Holder of Securities theretofore or thereafter 
authenticated and delivered hereunder shall be bound thereby.
SECTION 905.	Conformity with Trust Indenture Act
Every supplemental indenture executed pursuant to this 
Article shall, if so required by the Trust Indenture Act, conform to the 
requirements of the Trust Indenture Act as then in effect.
SECTION 906.	Reference in Securities to Supplemental Indentures
Securities of any series authenticated and delivered after the 
execution of any supplemental indenture pursuant to this Article may, and 
shall if required by the Trustee, bear a notation in form approved by the 
Trustee as to any matter provided for in such supplemental indenture.  If 
the Company shall so determine, new Securities of any series so modified 
as to conform, in the opinion of the Trustee and the Company, to any such 
supplemental indenture may be prepared and executed by the Company and 
authenticated and delivered by the Trustee in exchange for Outstanding 
Securities of such series.
ARTICLE TEN	

COVENANTS
SECTION 1001.	Payment of Principal, Premium, if any, and Interest
The Company covenants and agrees for the benefit of each 
series of Securities that it will duly and punctually pay the principal of, 
premium, if any, and interest and Additional Amounts, if any, on the 
Securities of that series in accordance with the terms of the Securities and 
this Indenture.  An installment of principal of or interest on the Securities 
of a series shall be considered paid on the date it is due if the Trustee or 
Paying Agent holds at 11:00 a.m.  New York City time on that date money 
deposited by the Company in immediately available funds and designated 
for, and sufficient to pay, the installment in full.
Neither the Company, the Guarantor, nor any agent of the 
Company or the Guarantor will have any responsibility or liability for any 
aspect relating to payments made or to be made by the Book-Entry 
Depositary to DTC in respect of the Securities of a series or the Book-
Entry Interests.  None of the Company, the Trustee, the Book-Entry 
Depositary or any agent of any of the foregoing will have any responsibility 
or liability for any aspect relating to payments made or to be made by DTC 
on account of a Participant's or Indirect Participant's ownership of an 
interest in the Book-Entry Interests or for maintaining, supervising or 
reviewing any records relating to a Participant's interests in the Book-
Entry Interests.
SECTION 1002.	Maintenance of Office or Agency
The Company will maintain (i) in the Borough of 
Manhattan, The City of New York, an office or agency where Securities of 
any series may be presented or surrendered for payment, and where notices 
and demands to or upon the Company in respect of the Securities of such 
series and this Indenture may be served and if definitive Registered 
Securities have been issued, an office or agency of a Transfer Agent where 
Securities may be surrendered for registration of transfer or exchange, and 
(ii) an office or agency of a Paying Agent where the Securities may be paid 
in Luxembourg so long as the Securities are listed on the Luxembourg 
Stock Exchange and the rules of such exchange so require.  The Company 
will give prompt written notice to the Trustee of the location, and any 
change in the location, of any such office or agency.  If at any time the 
Company shall fail to maintain any such required office or agency or shall 
fail to furnish the Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the Corporate 
Trust Office of the Trustee, except that Bearer Securities of that series 
pursuant to Section 1001 may be presented at the place specified for the 
purpose pursuant to Section 301, and the Company hereby appoints the 
Paying Agent as its agent to receive all such presentations, surrenders, 
notices and demands.
The Company may also from time to time designate one or 
more other offices or agencies (in or outside of such Place of Payment) 
where the Securities of one or more series and any appurtenant coupons 
(subject to Section 1001) may be presented or surrendered for any or all of 
such purposes, and may from time to time rescind such designations; 
provided, however, that no such designation or rescission shall in any 
manner relieve the Company of its obligation to maintain an office or 
agency in each Place of Payment for any series of Securities for such 
purposes.  The Company will give prompt written notice to the Trustee of 
any such designation and any change in the location of any such other 
office or agency.  The Company will at all times maintain at least one 
Paying Agent which is located outside the United Kingdom for each series 
of Securities.
SECTION 1003.	Money for Securities Payments to Be Held in Trust
If the Company shall at any time act as its own Paying 
Agent with respect to any series of Securities, it will, on or before each due 
date of the principal of, premium, if any, or interest, if any, on any of the 
Securities of that series, segregate and hold in trust for the benefit of the 
Persons entitled thereto a sum sufficient to pay the principal, premium, if 
any, or interest, if any, so becoming due until such sums shall be paid to 
such Persons or otherwise disposed of as herein provided and will promptly 
notify the Trustee of its action or failure so to act.
Whenever the Company shall have one or more Paying 
Agents for any series of Securities, it will, no later than 11:00 a.m., New 
York City time, on or prior to each due date of the principal of, premium, if 
any, or interest, if any, on any Securities of that series, deposit with a 
Paying Agent a sum in immediately available funds sufficient to pay the 
principal, premium, if any, or interest so becoming due, such sum to be 
held in trust for the benefit of the Persons entitled to such principal, 
premium or interest.
The Company will cause each Paying Agent for any series 
of Securities other than the Trustee to execute and deliver to the Trustee 
an instrument in which such Paying Agent shall agree with the Trustee, 
subject to the provisions of this Section 1003, that such Paying Agent will:
(1)	hold all sums held by it for the payment of the 
principal of, premium, if any, or interest, if any, on Securities of that 
series in trust for the benefit of the Persons entitled thereto until 
such sums shall be paid to such Persons or otherwise disposed of as 
herein provided;
(2)	give the Trustee notice of any default by the 
Company (or any other obligor upon the Securities of that series) in 
the making of any payment of principal of, premium, if any, or 
interest, if any, on the Securities of that series; and
(3)	at any time during the continuance of any such 
default, upon the written request of the Trustee, forthwith pay to 
the Trustee all sums so held in trust by such Paying Agent.
The Company may at any time, for the purpose of obtaining 
the satisfaction and discharge of this Indenture or for any other purpose, 
pay, or by Company Order direct any Paying Agent to pay, to the Trustee 
all sums held in trust by the Company or such Paying Agent, such sums to 
be held by the Trustee upon the same trusts as those upon which such sums 
were held by the Company or such Paying Agent; and, upon such payment 
by the Company or by any Paying Agent to the Trustee, the Company or 
such Paying Agent, as the case may be, shall be released from all further 
liability with respect to such money.
Any money deposited with the Trustee or any Paying 
Agent, or then held by the Company, in trust for the payment of the 
principal of, premium, if any, or interest, if any, on any Security of any 
series and remaining unclaimed for two years after such principal, premium, 
if any, or interest has become due and payable shall be paid to the 
Company on Company Request, or (if then held by the Company) shall be 
discharged from such trust; and the Holder of such Security shall 
thereafter, as an unsecured general creditor, look only to the Company for 
payment thereof, and all liability of the Trustee or such Paying Agent with 
respect to such trust money, and all liability of the Company as trustee 
thereof, shall thereupon cease.
SECTION 1004.	Limitation on Liens
If this covenant shall be made applicable to the Securities of 
a particular series as contemplated by Section 301 hereof, the Company 
and the Guarantor shall not, and shall not cause or permit any Significant 
Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or 
other similar evidences of indebtedness, in each case for money borrowed 
("Debt"), secured by a Lien upon any property or assets (other than cash) 
of the Company, the Guarantor or such Significant Subsidiary, as 
applicable, without effectively providing that the outstanding Securities 
(together with, if the Guarantor so determines, any other indebtedness or 
obligation then existing or thereafter created ranking equally with such 
Securities) shall be secured equally and ratably with (or prior to) such Debt 
so long as such Debt shall be so secured.  The foregoing restriction on 
Liens will not, however, apply to:
(a)	Liens in existence on the date of original issue of 
such Securities;
(b)	(i) any Lien created or arising over any property 
which is acquired, constructed or created by the Company, the Guarantor 
or any of its Significant Subsidiaries, but only if (A) such Lien secures only 
principal amounts (not exceeding the cost of such acquisition, construction 
or creation) raised for the purposes of such acquisition, construction or 
creation, together with any costs, expenses, interest and fees incurred in 
relation thereto or a guarantee given in respect thereof, (B) such Lien is 
created or arises on or before 90 days after the completion of such 
acquisition, construction or creation and (C) such Lien is confined solely to 
the property so acquired, constructed or created; or (ii) any Lien to secure 
Debt of the Company, the Guarantor or a Significant Subsidiary incurred in 
connection with a specifically identifiable project where the Lien relates to 
and is confined to a property or properties (including, without limitation, 
shares or other rights of ownership in the entities which own such property 
or project) involved in such project and acquired by the Company, the 
Guarantor or a Significant Subsidiary after the date of original issue of the 
Securities of any series and the recourse of the creditors in respect of such 
Debt is limited to any or all of such project and property (including as 
aforesaid);
(c)	any Lien securing amounts not more than 90 days 
overdue or otherwise being contested in good faith;
(d)	(i) rights of financial institutions to offset credit 
balances in connection with the operation of cash management programs 
established for the benefit of the Company, the Guarantor or a Significant 
Subsidiary or in connection with the issuance of letters of credit for the 
benefit of the Company, the Guarantor or a Significant Subsidiary; (ii) any 
Lien securing Debt of the Company, the Guarantor or a Significant 
Subsidiary incurred in connection with the financing of accounts receivable; 
(iii) any Lien incurred or deposits made in the ordinary course of business, 
including, but not limited to, (A) any mechanics', materialmens', carriers', 
workmens', vendors' or other like Liens and (B) any Liens securing 
amounts in connection with workers' compensation, unemployment 
insurance and other types of social security; (iv) any Lien upon specific 
items of inventory or other goods and proceeds of the Company, the 
Guarantor or a Significant Subsidiary securing obligations of the Company, 
the Guarantor or  a Significant Subsidiary in respect of bankers' 
acceptances issued or created for the account of such person to facilitate 
the purchase, shipment or storage of such inventory or other goods; (v) any 
Lien incurred or deposits made securing the performance of tenders, bids, 
leases, trade contracts (other than for borrowed money), statutory 
obligations, surety bonds, appeal bonds, government contracts, 
performance bonds, return-of-money bonds and other obligations of like 
nature incurred in the ordinary course of business; (vi) any Lien created by 
the Company, the Guarantor or a Significant Subsidiary under or in 
connection with or arising out of any pooling and settlement agreements or 
pooling and settlement arrangements of the United Kingdom electricity 
industry including, without limitation, the Pooling and Settlement 
Agreement dated March 30, 1990, as amended, modified or supplemented 
from time to time, or any transactions or arrangements entered into in 
connection with hedging or management of risks relating to the electricity 
industry in the United Kingdom; (vii) any Lien constituted by a right of set 
off or right over a margin call account or any form of cash or cash 
collateral or any similar arrangement for obligations incurred in respect of 
the hedging or management of risks under transactions involving any 
currency or interest rate swap, cap or collar arrangements, forward 
exchange transaction, option, warrant, forward rate agreement, futures 
contract or other derivative instrument of any kind; (viii) any Lien arising 
out of title retention or like provisions in connection with the purchase of 
goods and equipment in the ordinary course of business; and (ix) any Lien 
securing reimbursement obligations under letters of credit, guaranties and 
other forms of credit enhancement given in connection with the purchase of 
goods and equipment in the ordinary course of business;
(e)	Liens in favor of the Company, the Guarantor or a 
Significant Subsidiary;
(f)	(i) Liens on any property or assets acquired from a 
corporation which is merged with or into the Company, the Guarantor or a 
Significant Subsidiary, or any Liens on the property or assets of any 
corporation or other entity existing at the time such corporation or other 
entity becomes a Subsidiary of the Guarantor and, in either such case, is 
not created in anticipation of any such transaction (unless such Lien is 
created to secure or provide for the payment of any part of the purchase 
price of such corporation); (ii) any Lien on any property or assets existing 
at the time of acquisition thereof and which is not created in anticipation of 
such acquisition (unless such Lien was created to secure or provide for the 
payment of any part of the purchase price of such property or assets); and 
(iii) any Lien created or outstanding on or over any asset of any Person 
which becomes a Significant Subsidiary on or after the date of the issuance 
of such Securities when such Lien is created prior to the date on which 
such Person becomes a Significant Subsidiary;
(g)	(i) Liens required by any contract or statute in order 
to permit the Company, the Guarantor or a Significant Subsidiary to 
perform any contract or subcontract made by it with or at the request of a 
governmental entity or any department, agency or instrumentality thereof, 
or to secure partial, progress, advance or any other payments by the 
Company, the Guarantor or a Significant Subsidiary to such governmental 
unit pursuant to the provisions of any contract or statute; (ii) any Lien 
securing industrial revenue, development or similar bonds issued by or for 
the benefit of the Company, the Guarantor or a Significant Subsidiary, 
provided that such industrial revenue, development or similar bonds are 
nonrecourse to the Company, the Guarantor or such Significant Subsidiary; 
and (iii) any Lien securing taxes or assessments or other applicable 
governmental charges or levies;
(h)	(i) any Lien which arises pursuant to any order of 
attachment, distraint or similar legal process arising in connection with 
court proceedings and any Lien which secures the reimbursement 
obligation for any bond obtained in connection with an appeal taken in any 
court proceeding, so long as the execution or other enforcement of such 
Lien arising pursuant to such legal process is effectively stayed and the 
claims secured thereby are being contested in good faith and, if 
appropriate, by appropriate legal proceedings, or any Lien in favor of a 
plaintiff or defendant in any action before a court or tribunal as security for 
costs and/or other expenses; or (ii) any Lien arising by operation of law or 
by order of a court or tribuna1 or any Lien arising by an agreement of 
similar effect, including, without limitation, judgment liens; or
(i)	any extension, renewal or replacement (or 
successive extensions, renewals or replacements), as a whole or in part, of 
any Liens referred to in the foregoing clauses, for amounts not exceeding 
the principal amount of the Debt secured by the Lien so extended, renewed 
or replaced, provided that such extension, renewal or replacement Lien is 
limited to all or a part of the same property or assets that were covered by 
the Lien extended, renewed or replaced (plus improvements on such 
property or assets).
Notwithstanding the foregoing, the Company, the 
Guarantor or a Significant Subsidiary may create or permit to subsist Liens 
over any property or assets, so long as the aggregate amount of Debt 
secured by all such Liens (excluding therefrom the amount of Debt secured 
by Liens set forth in clauses (a) through (i), inclusive, above) does not 
exceed 10% of Consolidated Net Tangible Assets.
Nothing contained in this Indenture in any way restricts or 
prevents the Company or any Subsidiary from incurring any Debt.
SECTION 1005.	Limitation on Sale and Lease-Back Transactions
If this covenant shall be made applicable to the Securities of 
a particular series as contemplated by Section 301 hereof, each of the 
Company and the Guarantor covenants and agrees that so long as any 
Securities of such series remains outstanding, each will not, and the 
Guarantor will not permit any Significant Subsidiary to, enter into any 
arrangement with any person (other than the Company, the Guarantor or a 
Significant Subsidiary), providing for the leasing to the Company, the 
Guarantor or a Significant Subsidiary of any assets which have been or are 
to be sold or transferred by the Company, the Guarantor or such 
Significant Subsidiary to such person (a "Sale and Lease-Back 
Transaction") unless; (i) such transaction involves a lease for a temporary 
period not to exceed three years; (ii) such transaction is between the 
Company, the Guarantor or a Significant Subsidiary and an affiliate of the 
Guarantor; (iii) the Company or the Guarantor would be entitled to incur 
debt secured by a Lien on the assets or property involved in such 
transaction at least equal in amount to the Attributable Debt with respect to 
such Sale and Lease-Back Transaction, without equally and ratably 
securing the Securities, pursuant to the limitation on Liens described above 
other than pursuant to the penultimate paragraph thereof; (iv) such 
transaction is entered into within 90 days after the initial acquisition by the 
Company or the Guarantor of the assets or property subject to such 
transaction; (v) after giving effect thereto, the aggregate amount of all 
Attributable Debt with respect to all such Sale and Lease-Back 
Transactions does not exceed 10% of Consolidated Net Tangible Assets; 
or (vi) the Company, the Guarantor or a Significant Subsidiary within the 
twelve months preceding the sale or transfer or the twelve months 
following the sale or transfer, regardless of whether such sale or transfer 
may have been made by the Company, the Guarantor or such Significant 
Subsidiary, applies in the case of a sale or transfer for cash, an amount 
equal to the net proceeds thereof and, in the case of a sale or transfer 
otherwise than for cash, an amount equal to the fair value of the assets so 
leased at the time of entering into such arrangement (as determined by the 
Board of Directors of the Company, the Guarantor or such Significant 
Subsidiary), (a) to the retirement of debt, incurred or assumed by the 
Company, the Guarantor or a Significant Subsidiary, which by its terms 
matures at, or is extendible or renewable at the option of the obligor to, a 
date more than twelve months after the date of incurring, assuming or 
guaranteeing such debt or (b) to investment in any assets of the Company, 
the Guarantor or any Significant Subsidiary.
SECTION 1006.	Statement by Officers as to Default
The Guarantor will deliver to the Trustee within 120 days 
after the end of each fiscal year of the Guarantor a certificate from the 
principal executive, financial or accounting officer of the Guarantor, stating 
that in the course of the performance by such signer of his duties as an 
officer of the Guarantor he would normally have knowledge of any default 
by the Company or the Guarantor in the performance and observance of 
any of the covenants contained in Sections 1001 to 1008, stating whether 
or not he has knowledge of any such default without regard to any period 
of grace or requirement of notice and, if so, specifying each such default of 
which such signer has knowledge and the nature thereof.
SECTION 1007.	Waiver of Certain Covenants
The Company or the Guarantor may omit in any particular 
instance to comply with any term, provision or condition set forth in this 
Indenture with respect to the Securities of any series if before the time for 
such compliance the Holders of at least a majority in aggregate principal 
amount of the Outstanding Securities of such series shall, by Act of such 
Holders, either waive such compliance in such instance or generally waive 
compliance with such term, provision or condition, provided that no such 
waiver shall without the consent of each Holder (a) change the Stated 
Maturity upon which the principal of or the interest on the Securities is due 
and payable, (b) reduce the principal amount thereof or the rate of interest 
thereon, (c) change any obligation of the Company to pay Additional 
Amounts, (d) change any Place of Payment or the currency in which, the 
Securities or any premium or the interest thereon is payable, (e) impair the 
right to institute suit for the enforcement of any such payment on or after 
the Stated Maturity thereof (or, in the case of redemption, on or after the 
Redemption Date) or (f) reduce the percentage in principal amount of the 
outstanding Securities of any series, the consent of whose Holders is 
required for any waiver of compliance with certain provisions of the 
Indenture or certain defaults hereunder and their consequences provided 
for in the Indenture.  The Securities owned by the Company, the Guarantor 
or any of its Affiliates shall be deemed not to be outstanding for, among 
other purposes, consenting to any such waiver.
SECTION 1008.	Further Assurances
The Company, the Guarantor and the Trustee shall execute 
and deliver all such other documents, instruments and agreements and do 
all such other acts and things as may be reasonably required to enable the 
Trustee to exercise and enforce its rights under this Indenture and under 
the documents, instruments and agreements required under this Indenture 
and to carry out the intent of this Indenture.
SECTION 1009.	Payment of Additional Amounts
Unless the Securities of a particular series otherwise 
provide, all payments of principal and interest (including payments of 
discount and premium, if any) with respect to the Securities of a particular 
series shall be made free and clear of, and without withholding or 
deduction for or on account of, any present or future taxes, duties, 
assessments or governmental charges of whatever nature imposed, levied, 
collected, withheld or assessed by or within a Taxing Jurisdiction or by or 
within any political subdivision thereof or any authority therein or thereof 
having power to tax ("Gross-Up Taxes"), unless such withholding or 
deduction is required by law.  In the event of any such withholding or 
deductions, the Company or the Guarantor, as the case may be, shall pay to 
the Holder of such securities such additional amounts ("Additional 
Amounts") as will result in the payment to such Holder of the amount that 
would otherwise have been due to such Holder in the absence of such 
withholding or deduction, except that no such Additional Amounts shall be 
payable:
(a)	to, or to a Person on behalf of, a Holder who is 
liable for such Gross-Up Taxes with respect to the Securities or any 
Guarantee, by reason of such Holder having some connection with the 
relevant Taxing Jurisdiction (including being a citizen or resident or 
national of, or carrying on a business or maintaining a permanent 
establishment in, or being physically present in, such Taxing Jurisdiction) 
other than the mere holding of a Security or the receipt of principal and 
interest (including payments of discount and premium, if any) in respect 
thereof or in respect of the Guarantee; or
(b)	to, or to a Person on behalf of, a Holder who 
presents a Security (where presentation is required) for payment more than 
30 days after the Relevant Date except to the extent that such Holder 
would have been entitled to such Additional Amounts on presenting such 
Security for payment on the last day of such period of 30 days;
(c)	to, or to a Person on behalf of, a Holder who 
presents a Security (where presentation is required) in a Taxing 
Jurisdiction;
(d)	to, or to a Person on behalf of, a Holder who would 
not be liable or subject to the withholding or deduction by making a 
declaration of non-residence or similar claim for exemption to the relevant 
tax authority; or
(e)	to, or to a Person on behalf of, a Holder of a 
Registered Security that is not a Global Security issued pursuant to the 
request of owners representing a majority in Outstanding principal amount 
of such Securities following and during the continuance of an Event of 
Default if such Holder (or any predecessor Holder) was one of such 
owners requesting that such Registered Securities be so issued.
Such Additional Amounts will also not be payable where, 
had the beneficial owner of the Security (or any interest therein) been the 
Holder of the Security, he would not have been entitled to payment of 
Additional Amounts by reason of any one or more of clauses (a) through 
(e) above.  If the Company or the Guarantor, as applicable, shall determine 
that Additional Amounts will not be payable because of the immediately 
preceding sentence, the Company or the Guarantor, as applicable, will 
inform such Holder promptly after making such determination setting forth 
the reason(s) therefor.
Reference to principal, interest, discount or premium in 
respect of the Securities (or any payments pursuant to any Guarantee) shall 
be deemed also to refer to any Additional Amounts which may be payable 
as set forth in this Indenture or in the Securities.
At least 10 Business Days prior to the first Interest Payment 
Date (and at least 10 Business Days prior to each succeeding Interest 
Payment Date if there has been any change with respect to the matters set 
forth in the below-mentioned Officers' Certificate) the Company will 
furnish to the Trustee and any Paying Agent an Officers' Certificate 
instructing the Trustee and any Paying Agent whether payments of 
principal of or interest on the Securities due on such Interest Payment Date 
shall be without deduction or withholding for or on account of any  Gross-
Up Taxes.  If any such deduction or withholding shall be required, prior to 
such Interest Payment Date the Company will furnish the Trustee and any 
Paying Agent with an Officers' Certificate which specifies the amount, if 
any, required to be withheld on such payment to Holders and certifies that 
the Company shall pay such withholding or deduction.  The Company 
covenants to indemnify the Trustee for, and to hold the Trustee harmless 
against, any loss, liability or expense reasonably incurred without 
negligence, willful misconduct or bad faith on their part, arising out of or in 
connection with actions taken or omitted by the Trustee in reliance on any 
Officers' Certificate furnished pursuant to this paragraph.  Any Officers' 
Certificate required by this Section 1009 to be provided to the Trustee and 
any Paying Agent shall be deemed to be duly provided if telecopied to the 
Trustee and such Paying Agent.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing payment of 
Gross-Up Taxes.  Copies of such receipts shall be made available to the 
Holders of the Securities upon request.
SECTION 1010.	Copies Available to Holders
Copies of this Indenture shall be available for inspection by 
the Holders on a Business Day during normal business hours at the 
principal office of the Company and at the Corporate Trust Office.  In 
addition, if the Securities of any series are listed on the London Stock 
Exchange, the Luxembourg Stock Exchange or any other stock exchange 
located outside the United States and such stock exchange shall so require, 
copies of this Indenture, the Deposit Agreement, the Letter of 
Representations, the memorandum and articles of association of the 
Company and the most recent publicly available annual report of the 
Guarantor shall be made available for inspection by the Holders of such 
Securities on a Business Day during normal business hours at the offices of 
the paying agents and at the office of the listing agent required to be 
maintained by such exchange for so long as the Securities of such series are 
outstanding and are listed on such stock exchange.
ARTICLE ELEVEN	

REDEMPTION OF SECURITIES
SECTION 1101.	Applicability of Article
Securities of any series which are redeemable before their 
Stated Maturity shall be redeemable in accordance with their terms and 
(except as otherwise specified in or contemplated by Section 301 for 
Securities of any series) in accordance with this Article Eleven.
SECTION 1102.	Election to Redeem; Notice to Trustee
The election of the Company to redeem any Securities shall 
be authorized by a Board of Directors resolution and evidenced by an 
Officers' Certificate.  In case of any redemption at the election of the 
Company of less than all the Securities of any series, the Company shall, at 
least 45 days prior to the Redemption Date fixed by the Company (unless a 
shorter notice shall be satisfactory to the Trustee), notify the Trustee of 
such Redemption Date and of the principal amount of Securities of such 
series to be redeemed.  In the case of any redemption of Securities prior to 
the expiration of any restriction on such redemption provided in the terms 
of such Securities or elsewhere in this Indenture, or pursuant to an election 
by the Company which is subject to a condition specified in the terms of 
such Securities or elsewhere in this Indenture, the Company shall furnish 
the Trustee with an Officers' Certificate evidencing compliance with such 
restriction or condition.
SECTION 1103.	Selection by Trustee of Securities to Be Redeemed
If less than all the Securities of any series are to be 
redeemed, the particular securities to be redeemed shall be selected not 
more than 60 days prior to the Redemption Date by the Trustee, from the 
Outstanding Securities of such series not previously called for redemption, 
by such method as the Trustee shall deem fair and appropriate and which 
may provide for the selection for redemption of portions equal to the 
minimum authorized denomination for Securities of that series (or any 
integral multiple thereof) of the principal amount of Securities of such 
series of a denomination larger than the minimum authorized denomination 
for Securities of that series.
Securities shall be excluded from eligibility for selection for 
redemption if they are identified by certificate number in a written 
statement signed by an authorized officer of the Company and delivered to 
the Security Registrar at least 30 days prior to the Redemption Date as 
being owned of record and beneficially by, and not pledged or 
hypothecated by either (a) the Company or (b) an entity specifically 
identified in such written statement which is an Affiliate of the Company.
The Trustee shall promptly notify the Company in writing of 
the Securities selected for redemption and, in the case of any Securities 
selected for partial redemption, the principal amount thereof to be 
redeemed.
For all purposes of this Indenture, unless the context 
otherwise requires, all provisions relating to the redemption of Securities 
shall relate, in the case of any Securities redeemed or to be redeemed only 
in part, to the portion of the principal amount of such Securities which has 
been or is to be redeemed.
SECTION 1104.	Notice of Redemption
Notice of redemption shall be given not less than 30 days 
nor more than 60 days prior to the Redemption Date to each Holder of 
Securities to be redeemed.
All notices of redemption shall state:
(1)	the Redemption Date,
(2)	the Redemption Price,
(3)	if less than all the Outstanding Securities of any 
series are to be redeemed, the identification (and, in the case of 
partial redemption, the principal amounts) of the particular 
Securities to be redeemed,
(4)	that on the Redemption Date the Redemption Price 
will become due and payable upon each such Security to be 
redeemed and, if applicable, that interest thereon will cease to 
accrue on and after said date,
(5)	the place or places where such Securities are to be 
surrendered for payment of the Redemption Price, and
(6)	that the redemption is for a sinking fund, if such is 
the case.
Notice of redemption of Securities to be redeemed at the 
election of the Company shall be given by the Company or, at the 
Company's request, by the Trustee in the name and at the expense of the 
Company.
SECTION 1105.	Deposit of Redemption Price
On or prior to any Redemption Date, the Company shall 
deposit with the Trustee or with a Principal Paying Agent (or, if the 
Company is acting as its own Paying Agent, segregate and hold in trust as 
provided in Section 1003) an amount of money sufficient to pay the 
Redemption Price of, and (except if the Redemption Date shall be an 
Interest Payment Date) accrued interest on, all the Securities which are to 
be redeemed on that date (to the extent that such amounts are not already 
on deposit at such time in accordance with the provisions of Sections 401, 
403 or 1007).
SECTION 1106.	Securities Payable on Redemption Date
Notice of redemption having been given as aforesaid, the 
Securities so to be redeemed shall, on the Redemption Date, become due 
and payable at the Redemption Price therein specified, and from and after 
such date (unless the Company shall default in the payment of the 
Redemption Price and accrued and unpaid interest) such Securities shall 
cease to bear interest.  Upon surrender of any such Security for redemption 
in accordance with said notice, such Security shall be paid by the Company 
at the Redemption Price, together with accrued and unpaid interest to the 
Redemption Date; provided, however, that installments of interest whose 
Stated Maturity is on or prior to the Redemption Date shall be payable to 
the Holders of such Securities, or one or more Predecessor Securities, and 
in the case of Registered Securities, registered as such at the close of 
business on the relevant Record Dates according to their terms and the 
provisions of Section 307.
If any Security called for redemption shall not be so paid 
upon surrender thereof for redemption, the principal (and premium, if any) 
shall, until paid, bear interest from the Redemption Date at the rate 
prescribed therefor in the Security.
SECTION 1107.	Securities Redeemed in Part
Any Security (including any Global Security) which is to be 
redeemed only in part shall be surrendered at a Place of Payment therefor 
(with, if the Company or the Trustee so requires, due endorsement by, or a 
written instrument of transfer in form satisfactory to the Company and the 
Trustee duly executed by, the Holder thereof or his attorney duly 
authorized in writing), and the Company shall execute, and the Trustee 
upon written direction shall authenticate and deliver to the Holder of such 
Security without service charge, a new Security or Securities of the same 
series, of any authorized denomination as requested by such Holder, in 
aggregate principal amount equal to and in exchange for the unredeemed 
portion of the principal of the security so surrendered; provided, that if a 
Global Security is so surrendered, the new Global Security shall be in a 
denomination equal to the unredeemed portion of the principal of the 
Global Security so surrendered.
SECTION 1108.	Optional Redemption in the Event of Change in Taxing 
Jurisdiction Tax Treatment
The Securities of any series may be redeemed at the election 
of the Company, as a whole, but not in part, by the giving of notice as 
provided in Section 1104, at a price equal to the outstanding principal 
amount thereof, together with Additional Amounts, if any, and accrued 
interest, if any, to the Redemption Date, if (a) the Company or the 
Guarantor satisfies the Trustee that it has or will become obligated to pay 
Additional Amounts on the Securities of such series, as a result of either 
(x) any change in, or amendment to, the laws or regulations of a Taxing 
Jurisdiction, or any change in the application or interpretation of such laws 
or regulations, which change or amendment becomes effective on or after 
the date of the relevant underwriting agreement for the Securities of such 
series, or (y) (i) the issuance of definitive Registered Securities as the 
result 
of DTC having notified the Company and the Book-Entry Depositary that 
it is unable or unwilling to continue to hold the Book-Entry Interests or at 
any time ceases to be a "clearing agency" registered as such under the 
Exchange Act and, in either case, a successor is not appointed by the 
Company within 120 days, (ii) the Book-Entry Depositary notifies the 
Company that it is unwilling or unable to continue as Book-Entry 
Depositary with respect to the Global Securities of such series and a 
successor Book-Entry Depositary is not appointed within 120 days or (iii) 
there has occurred and is continuing an Event of Default with respect to 
the Securities of such series and the Holder, in such circumstances, has 
requested in writing a definitive Registered Security, and (b) such 
obligation cannot be avoided by the Company or the Guarantor taking 
reasonable measures available to it; provided, however, that no such notice 
of redemption shall be given earlier than 90 days prior to the earliest date 
on which the Company or the Guarantor would be obligated to pay such 
Additional Amounts were a payment in respect of the Securities then due.  
Prior to the publication of any notice of redemption of such Securities 
pursuant to this Indenture, the Company or the Guarantor will deliver to 
the Trustee an Officers' Certificate stating that the obligation to pay such 
Additional Amounts cannot be avoided by the Company or the Guarantor 
taking reasonable measures available to it, and the Trustee shall accept 
such certificate as sufficient evidence of the condition precedent set forth in 
clause (b) above, and such certificate shall be conclusive and binding on the 
Holders of the Securities of such series.
ARTICLE TWELVE	

SINKING FUNDS
SECTION 1201.	Applicability of Article
The provisions of this Article shall be applicable to any 
sinking fund for the retirement of Securities of a series except as otherwise 
specified as contemplated by Section 301 for Securities of such series.
The minimum amount of any sinking fund payment provided 
for by the terms of Securities of any series is herein referred to as a 
"mandatory sinking fund payment", and any payment in excess of such 
minimum amount provided for by the terms of Securities of any series is 
herein referred to as an "optional sinking fund payment".  If provided for 
by the terms of Securities of any series, the cash amount of any sinking 
fund payment may be subject to reduction as provided in Section 1202.  
Each sinking fund payment shall be applied to the redemption of Securities 
of any series as provided for by the terms of Securities of such series.
SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities
In lieu of making all or any part of any mandatory sinking 
fund payment with respect to any series of Securities in cash, the Company 
may at its option (a) deliver to the Trustee Securities of such series 
theretofore purchased or otherwise acquired (except upon redemption 
pursuant to the mandatory sinking fund) by the Company or receive credit 
for Securities of such series (not previously so credited) theretofore 
purchased or otherwise acquired (except as aforesaid) by the Company and 
delivered to the Trustee for cancellation pursuant to Section 310, (b) 
receive credit for optional sinking fund payments (not previously so 
credited) made pursuant to this Section 1202, or (c) receive credit for 
Securities of such series (not previously so credited) redeemed by the 
Company through any optional redemption provision contained in the 
terms of such series.  Securities so delivered or credited shall be received 
or credited by the Trustee at the sinking fund Redemption Price specified in 
such Securities.
SECTION 1203.	Redemption of Securities for Sinking Fund
Not less than 30 days prior to each sinking fund payment 
date for any series of Securities, the Company will deliver to the Trustee an 
Officers' Certificate specifying (a) the amount of the next ensuing sinking 
fund payment for that series pursuant to the terms of that series, (b) 
whether or not the Company intends to exercise its right, if any, to make an 
optional sinking fund payment with respect to such series on the next 
ensuing sinking fund payment date and, if so, the amount of such optional 
sinking fund payment, and (c) the portion thereof, if any, which is to be 
satisfied by payment of cash and the portion thereof, if any, which is to be 
satisfied by delivering and crediting Securities of that series pursuant to 
Section 1202, and will also deliver to the Trustee any Securities to be so 
delivered.  Such written statement shall be irrevocable and upon its receipt 
by the Trustee the Company shall become unconditionally obligated to 
make all the cash payments or payments therein referred to, if any, on or 
before the next succeeding sinking fund payment date.  Failure of the 
Company, on or before any such 30th day, to deliver such written 
statement and Securities specified in this paragraph, if any, shall not 
constitute a default but shall constitute, on and as of such date, the 
irrevocable election of the Company (i) that the mandatory sinking fund 
payment for such series due on the next succeeding sinking fund payment 
date shall be paid entirely in cash without the option to deliver or credit 
Securities of such series in respect therefor and (ii) that the Company will 
make no optional sinking fund payment with respect to such series as 
provided in this Section 1203.
Not less than 30 days before each such sinking fund 
payment date the Trustee shall select the Securities to be redeemed upon 
such sinking fund payment date in the manner specified in Section 1103 
and cause notice of the redemption thereof to be given in the name of and 
at the expense of the Company in the manner provided in Section 1104.  
Such notice having been duly given, the redemption of such Securities shall 
be made upon the terms and in the manner stated in Sections 1105, 1106 
and 1107.
The Trustee shall not redeem or cause to be redeemed any 
Security of a series with sinking fund moneys or mail any notice of 
redemption of Securities of such series by operation of the sinking fund 
during the continuance of a default in payment of interest with respect to 
Securities of that series or an Event of Default with respect to the 
Securities of that series except that, where the mailing of notice of 
redemption of any Securities shall theretofore have been made, the Trustee 
shall redeem or cause to be redeemed such Securities, provided that it shall 
have received from the Company a sum sufficient for such redemption.  
Except as aforesaid, any moneys in the sinking fund for such series at the 
time when any such default or Event of Default, shall occur, and any 
moneys thereafter paid into the sinking fund, shall, during the continuance 
of such default or Event of Default, be deemed to have been collected 
under Article Five and held for the payment of all such Securities.  In case 
such Event of Default shall have been waived as provided in Section 513 or 
the default or Event of Default cured on or before the 30th day preceding 
the sinking fund payment date, such moneys shall thereafter be applied on 
the next succeeding sinking fund payment date in accordance with this 
Section 1203 to the redemption of such Securities.
ARTICLE THIRTEEN	

MEETINGS OF HOLDERS OF SECURITIES
SECTION 1301.	Purposes of Meetings
A meeting of the Holders may be called at any time from 
time to time pursuant to this Article Thirteen for any of the following 
purposes.
(1)	to give any notice to the Company or to the Trustee, 
or to consent to the waiving of any Default hereunder and its 
consequence, or to take any other action authorized to be taken by 
Holders pursuant to Article Nine hereof;
(2)	to remove the Trustee and appoint a successor 
trustee pursuant to Article Six hereof;
(3)	to consent to the execution of an indenture 
supplemental hereto pursuant to Section 902 hereof.
SECTION 1302.	Place of Meetings
(a)	The Trustee may at any time (upon not less than 21 
days' notice) call a meeting of Holders to be held at such time and at such 
place in the location determined by the Trustee pursuant to Section 1302 
hereof.  Notice of every meeting of Holders, setting forth the time and the 
place of such meeting and in general terms the action proposed to be taken 
at such meeting, shall be mailed to each Holder and published in the 
manner contemplated by Section 106 hereof.
(b)	In case at any time the Company, pursuant to a 
Board Resolution, or the Holders of at least 25% in aggregate principal 
amount of the Securities then outstanding, shall have requested the Trustee 
to call a meeting of the Holders, by written request setting forth in 
reasonable detail the action proposed to be taken at the meeting, and the 
Trustee shall not have made the first giving of the notice of such meeting 
within 20 days after receipt of such request, then the Company or the 
Holders in the amount above specified may determine the time (not less 
than 21 days after notice is given) and the place in the location determined 
by the Company or the Holders pursuant to this Section 1302 for such 
meeting and may call such meeting to take any action authorized in Section 
1301 hereof by giving notice thereof as provided in Section 1302(a) hereof.
SECTION 1303.	Voting at Meetings
To be entitled to vote at any meeting of Holders, a Person 
shall be (i) a Holder or (ii) a Person appointed by an instrument in writing 
as proxy for a Holder or Holders by such Holder or Holders.  The only 
Persons who shall be entitled to be present or to speak at any meeting of 
Holders shall be the Persons so entitled to vote at such meeting and their 
counsel, any representatives of the Trustee and its counsel, any 
representatives of the Company and its counsel.
SECTION 1304.	Voting Rights, Conduct and Adjournment
(a)	Notwithstanding any other provisions of this 
Indenture, the Trustee may make such reasonable regulations as it may 
deem advisable for any meeting of Holders in regard to proof of the 
holding of Securities of a series and of the appointment of proxies and in 
regard to the appointment and duties of inspectors of votes, the submission 
and examination of proxies, certificates and other evidence of the right to 
vote, and such other matters concerning the conduct of the meeting as it 
shall deem appropriate.  Except as otherwise permitted or required by any 
such regulations, the holding of Securities of a series shall be proved in the 
manner specified in Article Two hereof and the appointment of any proxy 
shall be proved in such manner as is deemed appropriate by the Trustee or 
by having the signature of the person executing the proxy witnessed or 
guaranteed by any bank, banker or trust company customarily authorized 
to certify to the holding of a security such as a Global Note.
(b)	At any meeting of Holders, the representative of 
Persons holding or representing Securities of a series in an aggregate 
principal amount sufficient under the appropriate provision of this 
Indenture to take action upon the business for the transaction of which 
such meeting was called shall constitute a quorum.  Except as otherwise 
provided with respect to any required aggregate principal amount of 
Securities of a series required for the taking of any action pursuant to 
Article Nine hereof, in no event shall less than 75% of the votes given by 
Persons holding or representing Securities of such series at any meeting of 
Holders be sufficient to approve an action.  Any meetings of Holders duly 
called pursuant to Section 1303 hereof may be adjourned from time to time 
by vote of the Holders (or proxies for the Holders) of a majority of the 
Securities of a series represented at the meeting and entitled to vote, 
whether or not a quorum shall be present; and the meeting may be held as 
so adjourned without further notice.  No action at a meeting of Holders 
shall be effective unless approved by Persons holding or representing 
Securities of a series in the aggregate principal amount required by the 
provision of this Indenture pursuant to which such action is being taken.
(c)	At any meeting of Holders, each Holder or proxy 
shall be entitled to one vote for each $1,000 principal amount of 
outstanding Securities of a series held or represented.
SECTION 1305.	Revocation of Consent by Holders
At any time prior to (but not after) the evidencing the 
Trustee of the taking of any action at a meeting of Holders by the Holders 
of the percentage in aggregate principal amount of the Securities specified 
in this Indenture in connection with such action, any Holder of a Security 
the serial number of which is included in the Securities the Holders of 
which have consented to such action may, by filing written notice with the 
Trustee at its principal Corporate Trust Office and upon proof of holding 
as provided herein, revoke such consent so far as concerns such Securities.  
Except as aforesaid any such consent given by the Holder of any Securities 
shall be conclusive and binding upon such Holder and upon all future 
Holders and owners of such Securities and of any Securities issued in 
exchange therefore, in lieu thereof or upon transfer thereof, irrespective of 
whether or not any notation in regard thereto is made upon such Securities.  
Any action taken by the Holders of the percentage in aggregate principal 
amount of the Holders specified in this Indenture in connection with such 
action shall be conclusively binding upon the Company, the Trustee and the 
Holders of all the Securities.
ARTICLE FOURTEEN	

GUARANTEE OF SECURITIES 
SECTION 1401.	Applicability of Article; Unconditional Guarantee
		If, pursuant to Section 301, provision is made for the 
Guarantee of the Securities of any series by the Guarantor, then the 
provisions of this Article Fourteen, with such modifications thereto as may 
be specified pursuant to Section 301 with respect to any Securities, shall 
apply to such Securities.  The Guarantor hereby fully and unconditionally 
guarantees to each Holder of a Security of each series authenticated and 
delivered by the Trustee the due and punctual payment of the principal of 
(including any amount due in respect of original issue discount), premium, 
if any, and interest in respect of such Security (and any Additional 
Amounts payable in respect thereof), and the due and punctual payment of 
any sinking fund payments provided for pursuant to terms of such Security, 
when and as the same shall become due and payable, whether at the Stated 
Maturity, by declaration of acceleration, call for redemption or otherwise, 
in accordance with the terms of such Security and of this Indenture, 
regardless of any defense, right of set-off or counterclaim that the 
Guarantor may have or assert, except the defense of payment.  The 
Guarantor's obligation to make a payment under this Article Fourteen may 
be satisfied by direct payment of the required amounts by the Guarantor to 
the Holders or by causing the Company to pay such amounts to the 
Holders.

		To the extent permitted under applicable law, if any Holder 
or the Trustee is required by a final non-appealable judgment of any court 
or otherwise to return to either the Company or the Guarantor, or any 
custodian, trustee, liquidator or other similar official acting in relation to 
the Company or the Guarantor, any amount paid by either the Company or 
the Guarantor to such Holder or the Trustee, any Guarantee, to the extent 
theretofore discharged, shall be reinstated in full force and effect.  To the 
extent permitted under applicable law, the Guarantor further agrees that, as 
between the Guarantor, on the one hand, and the Holders and the Trustee, 
on the other hand, (x) the maturity of the obligations guaranteed hereby 
may be accelerated as provided in Article Five for the purpose of any 
Guarantee, notwithstanding any stay, injunction or other prohibition 
preventing such acceleration in respect of the obligations guaranteed 
hereby, and (y) in the event of any acceleration of such obligations as 
provided in Article Five, such obligations (whether or not due and payable) 
shall forthwith become due and payable by the Guarantor for the purpose 
of any Guarantee.

		No past, present or future stockholder, officer, director, 
employee or incorporator of the Guarantor shall have any personal liability 
under the Guarantee set forth in this Section 1401 by reason of his or its 
status as such stockholder, officer, director, employee or incorporator.

		The Guarantee set forth in this Section 1401 shall not be 
valid or become obligatory for any purpose with respect to a Security until 
the certificate of authentication on such Security shall have been 
authenticated by or on behalf of the Trustee by manual signature.
	
SECTION 1402.	Waiver of Notice and Demand
		The Guarantor hereby waives notice of acceptance of this 
guarantee and of any liability to which it applies or may apply, presentment, 
demand for payment, filing of claims with a court in the event of insolvency 
or bankruptcy of the Company, any right to require a proceeding first 
against the Company, the Trustee or any other Person before proceeding 
against the Guarantor, protest, notice of nonpayment, notice of dishonor, 
notice of redemption and all other notices and demands.

SECTION 1403.	Guarantor Obligations Not Affected
		The obligations, covenants, agreements and duties of the 
Guarantor under this Article Fourteen shall in no way be affected or 
impaired by reason of the happening from time to time of any of the 
following:

(a)	the release or waiver, by operation of law or 
otherwise, of the performance or observance by the Company of any 
express or implied agreement, covenant, term or condition relating to the 
Securities to be performed or observed by the Company;
(b)	the extension of time for the payment by the 
Company of all or any portion of the interest on the Securities, the 
Redemption Price of any other sums payable under the terms of the 
Securities or the extension of time for the performance of any other 
obligation under, arising out of, or in connection with, the Securities;
(c)	any failure, omission, delay or lack of diligence on 
the part of the Holders to enforce, assert or exercise any right, privilege, 
power or remedy conferred on the Holders pursuant to the terms of the 
Securities, or any action on the part of the Company granting indulgence or 
extension of any kind;
(d)	the voluntary or involuntary liquidation, dissolution, 
receivership, insolvency, bankruptcy, assignment for the benefit of 
creditors, reorganization, arrangement, composition or readjustment of 
debt of, or other similar proceedings affecting, the Company or any of the 
assets of the Company;
		(e)  any invalidity of, or defect or deficiency in, the 
Securities;

		(f)  the settlement or compromise of any obligation 
guaranteed hereby or hereby incurred; or

		(g)  any other circumstance whatsoever that might 
otherwise constitute a legal or equitable discharge or defense of a 
guarantor (other than payment of the underlying obligation), it being the 
intent of this Article Fourteen that the obligations of the Guarantor 
hereunder shall be absolute and unconditional under any and all 
circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the 
consent of, the Guarantor with respect to the happening of any of the 
foregoing.

SECTION 1404.	Execution of Guarantee
		To evidence its guarantee to the Holders specified in 
Section 1401, the Guarantor hereby agrees to execute the notation of the 
Guarantee in substantially the form set forth in Section 204 to be endorsed 
on each Security authenticated and delivered by the Trustee.  The 
Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall 
remain in full force and effect notwithstanding any failure to endorse on 
each Security a notation of such Guarantee.  Each such notation of the 
Guarantee shall be signed on behalf of the Guarantor, by a director or 
officer, prior to the authentication of the Security on which it is endorsed, 
and the delivery of such Security by the Trustee, after the due 
authentication thereof by the Trustee hereunder, shall constitute due 
delivery of the Guarantee on behalf of the Guarantor.  Such signature upon 
the notation of the Guarantee may be a manual or facsimile signature of any 
present, past or future such director or officer and may be imprinted or 
otherwise reproduced below the notation of the Guarantee, and in case any 
such director or officer who shall have signed the notation of the Guarantee 
shall cease to be such director or officer before the Security on which such 
notation is endorsed shall have been authenticated and delivered by the 
Trustee or disposed of by the Company, such Security nevertheless may be 
authenticated and delivered or disposed of as though the person who 
signed the notation of the Guarantee had not ceased to be such director or 
officer of the Guarantor.

SECTION 1405.	Subrogation
		The Guarantor shall be subrogated to all rights (if any) of 
the Holders against the Company in respect of any amounts paid to the 
Holders by the Guarantor under this Article Fourteen with respect to any 
series of Securities; provided, however, that the Guarantor shall not 
(except to the extent required by mandatory provisions of law) be entitled 
to enforce or exercise any rights which it may acquire by way of 
subrogation or any indemnity, reimbursement or other agreement, in all 
cases as a result of payment under this Article Fourteen with respect to a 
series of Securities if, at any time of such payment, any amounts are due 
and unpaid under such series of Securities.  If any amount shall be paid to 
the Guarantor in violation of the preceding sentence, the Guarantor agrees 
to hold such amount in trust for the Holders and to pay over such amount 
to the Holders.

SECTION 1406.	Independent Obligations
		The Guarantor acknowledges that its obligations hereunder 
are independent of the obligations of the Company with respect to the 
Securities and that the Guarantor shall be liable as principal and as debtor 
hereunder to make payments pursuant to the terms of the Securities 
notwithstanding the occurrence of any event referred to in subsections (a) 
through (g), inclusive, of Section 1403 hereof.

ARTICLE FIFTEEN	

MISCELLANEOUS
SECTION 1501.	Consent to Jurisdiction; Appointment of Agent to 
Accept Service of Process
(a)	Each of the Company and the Guarantor irrevocably 
consents and agrees, for the benefit of the Holders from time to time of the 
Securities and the Trustee, that any civil legal action, suit or proceeding 
against it with respect to its obligations, liabilities or any other matter 
arising out of or in connection with this Indenture, the Securities or any 
Guarantee may be brought in the Supreme Court of New York, New York 
County or the United States District Court for the Southern District of 
New York and any appellate court from either thereof and, until amounts 
due and to become due in respect of the Securities or any Guarantee have 
been paid, hereby irrevocably consents and submits to the non-exclusive 
jurisdiction of each such court in personam, generally and unconditionally 
with respect to any legal action, suit or proceeding for itself and in respect 
of its properties, assets and revenues and agrees to file such consents with 
such authorities as may be required to irrevocably evidence such 
agreement.
(b)	Each of the Company and the Guarantor has 
irrevocably designated, appointed, and empowered CT Corporation 
System, acting through its office at 1633 Broadway, New York, New York 
10019, as its designee, appointee and agent to receive, accept and 
acknowledge for and on its behalf, and its properties, assets and revenues, 
service of any and all legal process, summons, notices and documents 
which may be served in any legal action, suit or proceeding brought against 
the Company or the Guarantor in any United States or state court.  If for 
any reason such designee, appointee and agent hereunder shall cease to be 
available to act as such, each of the Company and the Guarantor agrees to 
designate a new designee, appointee and agent in the Borough of 
Manhattan, The City of New York on the terms and for the purposes of 
this Section 1501 satisfactory to the Trustee.  Each of the Company and 
the Guarantor further hereby irrevocably consents and agrees to the service 
of any and all legal process, summons, notices and documents in any legal 
action, suit or proceeding against the Company or the Guarantor by serving 
a copy thereof upon the relevant agent for service of process referred to in 
this Section 1501 (whether or not the appointment of such agent shall for 
any reason prove to be ineffective or such agent shall accept or 
acknowledge such service) or by mailing copies thereof by registered or 
certified air mail, postage prepaid, to each of the Company or the 
Guarantor at its address specified in or designated pursuant to this 
Indenture.  Each of the Company and the Guarantor agrees that the failure 
of any such designee, appointee and agent to give any notice of such 
service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based thereon.  
Nothing herein shall in any way be deemed to limit the ability of the holders 
of the Securities and the Trustee, to serve any such legal process, 
summons, notices and documents in any other manner permitted by 
applicable law or to obtain jurisdiction over the Company or the Guarantor 
or bring legal actions, suits or proceedings against the Company or the 
Guarantor in such other jurisdictions, and in such manner, as may be 
permitted by applicable law.  Each of the Company and the Guarantor 
irrevocably and unconditionally waives, to the fullest extent permitted by 
law, any objection which it may now or hereafter have to the laying of 
venue of any of the aforesaid actions, suits or proceedings arising out of or 
in connection with this Indenture brought in the Supreme Court of New 
York, New York County or the United States District Court for the 
Southern District of New York and any appellate court from either thereof 
and hereby further irrevocably and unconditionally waives and agrees not 
to plead or claim in any such court that any such action, suit or proceeding 
brought in any such court has been brought in an inconvenient forum.
		(c) To the extent that the Company or the Guarantor may in 
any jurisdiction claim for itself or its assets immunity (to the extent such 
immunity may now or hereafter exist, whether on the grounds of sovereign 
immunity or otherwise) from suit, execution, attachment (whether in aid of 
execution, before judgment or otherwise) or other legal process (whether 
through service or notice or otherwise), and to the extent that in any such 
jurisdiction there may be attributed to itself or its assets such immunity 
(whether or not claimed), the Company and the Guarantor irrevocably 
agrees with respect to any matter arising under the Indenture for the benefit 
of the Holders from time to time of the Securities, not to claim, and 
irrevocably waives, such immunity to the full extent permitted by the laws 
of such jurisdiction.

(d)  If for the purpose of obtaining a judgment or order in 
any court it is necessary to convert a sum due hereunder to the holder of 
any Security from U.S. dollars into another currency, each of the Company 
and the Guarantor has agreed, and each holder by holding such Security 
will be deemed to have agreed, to the fullest extent that they may 
effectively do so, that the rate of exchange used shall be that at which in 
accordance with normal banking procedures such Holder could purchase 
U.S. dollars with such other currency in The City of New York on the 
Business Day preceding the day on which final judgment is given.
(e)  The obligation of the Company and the Guarantor in 
respect of any sum payable by it to the holder of a Security shall, 
notwithstanding any judgment or order in a currency (the "judgment 
currency") other than U.S. dollars, be discharged only to the extent that on 
the Business Day following receipt by the Holder of such security of any 
sum, adjudged to be so due in the judgment currency, the Holder of such 
Security may in accordance with normal banking procedures purchase U.S. 
dollars with the judgment currency; if the amount of U.S. dollars so 
purchased is less than the sum originally due to the holder of such Security 
in the judgment currency (determined in the manner set forth in the 
preceding paragraph), each of the Company and the Guarantor agrees, as a 
separate obligation and notwithstanding any such judgment, to indemnify 
the Holder of such Security against such loss, and if the amount of the U.S. 
dollars so purchased exceeds the sum originally due to the Holder of such 
Security, such Holder agrees to remit to the Company or the Guarantor 
such excess, provided that such Holder shall have no obligation to remit 
any such excess as long as the Company or the Guarantor shall have failed 
to pay such Holder any obligations due and payable under such Security, in 
which case such excess may be applied to such obligations of the Company 
or the Guarantor under such Security in accordance with the terms thereof.  
The foregoing indemnity shall constitute a separate and independent 
obligation of the Company and the Guarantor and shall continue in full 
force and effect notwithstanding any such judgment or order as aforesaid.
SECTION 1502.	Counterparts
This instrument may be executed in any number of 
counterparts, each of which so executed shall be deemed to be an original, 
but all such counterparts shall together constitute but one and the same 
instrument.

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

				
	By:_________________________________
					     Authorized Signatory

YORKSHIRE POWER GROUP 
LIMITED
By:___________________________
______
					     Authorized Signatory

THE BANK OF NEW YORK, as
Trustee, Principal Paying Agent,
Security Registrar and Transfer 
Agent

By:___________________________
____
     Title:


BANQUE GENERALE DU 
LUXEMBOURG S.A., as Paying 
Agent and Transfer Agent

				
	By:________________________________
					     Title:

TABLE OF CONTENTS?
PAGE
RECITALS OF THE COMPANY	1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF 
GENERAL APPLICATION	1
SECTION 101.	Definitions	1
SECTION 102.	Compliance Certificates and Opinions	9
SECTION 103.	Form of Documents Delivered to Trustee	10
SECTION 104.	Acts of Holders	10
SECTION 105.	Notices, Etc., to Trustee and Company	13
SECTION 106.	Notice to Holders; Waiver	13
SECTION 107.	Conflict with Trust Indenture Act	14
SECTION 108.	Effect of Headings and Table of Contents	14
SECTION 109.	Successors and Assigns	15
SECTION 110.	Separability Clause	15
SECTION 111.	Benefits of Indenture	15
SECTION 112.	Governing Law	15
SECTION 113.	Legal Holidays	15
ARTICLE TWO SECURITY FORMS	15
SECTION 201.	Forms Generally	15
SECTION 202.	Form of Trustee's Certificate of Authentication	16
SECTION 203.	Form of Trustee's Certificate of Authentication 
by an Authenticating Agent	16
SECTION 204.	Form of Guarantee	17
ARTICLE THREE THE SECURITIES	18
SECTION 301.	Amount Unlimited; Issuable in Series	18
SECTION 302.	Denominations	20
SECTION 303.	Execution, Authentication, Delivery and Dating	20
SECTION 304.	Transfer Agent and Paying Agent	21
SECTION 305.	Temporary Securities	22
SECTION 306.	Registration, Registration of Transfer and 
Exchange	23
SECTION 307.	Mutilated, Destroyed, Lost and Stolen 
Securities	24
SECTION 308.	Payment of Interest; Interest Rights Reserved	25
SECTION 309.	Persons Deemed Owners	27
SECTION 310.	Cancellation	27
SECTION 311.	Computation of Interest	27
SECTION 312.	Global Securities	28
ARTICLE FOUR SATISFACTION AND DISCHARGE	28
SECTION 401.	Satisfaction and Discharge of Indenture	28
SECTION 402.	Application of Trust Money	30
SECTION 403.	Satisfaction, Discharge and Defeasance of 
Securities of any Series	30
ARTICLE FIVE REMEDIES	32
SECTION 501.	Events of Default	32
SECTION 502.	Acceleration of Maturity; Rescission and 
Annulment	33
SECTION 503.	Collection of Indebtedness and Suits for 
Enforcement by Trustee	34
SECTION 504.	Trustee May File Proofs of Claim	35
SECTION 505.	Trustee May Enforce Claims Without 
Possession of Securities	35
SECTION 506.	Application of Money Collected	35
SECTION 507.	Limitation on Suits	36
SECTION 508.	Unconditional Right of Holders to Receive 
Principal, Premium and Interest	37
SECTION 509.	Restoration of Rights and Remedies	37
SECTION 510.	Rights and Remedies Cumulative	37
SECTION 511.	Delay or Omission Not Waiver	38
SECTION 512.	Control by Holders	38
SECTION 513.	Waiver of Past Defaults	38
SECTION 514.	Undertaking for Costs	38
ARTICLE SIX THE TRUSTEE	39
SECTION 601.	Certain Duties and Responsibilities	39
SECTION 602.	Notice of Defaults	40
SECTION 603.	Certain Rights of Trustee	40
SECTION 604.	Not Responsible for Recitals or Issuance of 
Securities	41
SECTION 605.	May Hold Securities	41
SECTION 606.	Money Held in Trust	42
SECTION 607.	Compensation and Reimbursement	42
SECTION 608.	Disqualification; Conflicting Interests	42
SECTION 609.	Corporate Trustee Required; Eligibility	42
SECTION 610.	Resignation and Removal; Appointment of 
Successor Trustee	43
SECTION 611.	Acceptance of Appointment by Successor	44
SECTION 612.	Merger, Conversion, Consolidation or 
Succession to Business	45
SECTION 613.	Preferential Collecting of Claims Against 
Company	45
SECTION 614.	Authenticating Agents	49
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE 
AND COMPANY	50
SECTION 701.	Company to Furnish Trustee Names and 
Addresses of Holders	50
SECTION 702.	Preservation of Information; Communications 
to Holders	51
SECTION 703.	Reports by Trustee	52
SECTION 704.	Reports	53
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, 
SALE OR LEASE	54
SECTION 801.	Company or Guarantor May Consolidate Etc., 
Only on Certain Terms	54
SECTION 802.	Successor Corporation to be Substituted	55
ARTICLE NINE SUPPLEMENTAL INDENTURES	55
SECTION 901.	Supplemental Indentures without Consent of 
Holders	55
SECTION 902.	Supplemental Indentures with Consent of 
Holders	56
SECTION 903.	Execution of Supplemental Indentures	57
SECTION 904.	Effect of Supplemental Indentures	57
SECTION 905.	Conformity with Trust Indenture Act	57
SECTION 906.	Reference in Securities to Supplemental 
Indentures	58
ARTICLE TEN COVENANTS	58
SECTION 1001.	Payment of Principal, Premium, if any, and 
Interest	58
SECTION 1002.	Maintenance of Office or Agency	58
SECTION 1003.	Money for Securities Payments to Be Held in 
Trust	59
SECTION 1004.	Limitation on Liens	60
SECTION 1005.	Limitation on Sale and Lease-Back 
Transactions	63
SECTION 1006.	Statement by Officers as to Default	63
SECTION 1007.	Waiver of Certain Covenants	63
SECTION 1008.	Further Assurances	64
SECTION 1009.	Payment of Additional Amounts	64
SECTION 1010.	Copies Available to Holders	66
ARTICLE ELEVEN REDEMPTION OF SECURITIES	66
SECTION 1101.	Applicability of Article	66
SECTION 1102.	Election to Redeem; Notice to Trustee	66
SECTION 1103.	Selection by Trustee of Securities to Be 
Redeemed	66
SECTION 1104.	Notice of Redemption	67
SECTION 1105.	Deposit of Redemption Price	68
SECTION 1106.	Securities Payable on Redemption Date	68
SECTION 1107.	Securities Redeemed in Part	68
SECTION 1108.	Optional Redemption in the Event of Change in 
Taxing Jurisdiction Tax Treatment	69
ARTICLE TWELVE SINKING FUNDS	69
SECTION 1201.	Applicability of Article	69
SECTION 1202.	Satisfaction of Sinking Fund Payments with 
Securities	70
SECTION 1203.	Redemption of Securities for Sinking Fund	70
ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES	71
SECTION 1301.	Purposes of Meetings	71
SECTION 1302.	Place of Meetings	71
SECTION 1303.	Voting at Meetings	72
SECTION 1304.	Voting Rights, Conduct and Adjournment	72
SECTION 1305.	Revocation of Consent by Holders	73
ARTICLE FOURTEEN GUARANTEE OF SECURITIES	73
SECTION 1401.	Applicability of Article; Unconditional 
Guarantee	73
SECTION 1402.	Waiver of Notice and Demand	74
SECTION 1403.	Guarantor Obligations Not Affected	74
SECTION 1404.	Execution of Guarantee	75
SECTION 1405.	Subrogation	75
SECTION 1406.	Independent Obligations	76
ARTICLE FIFTEEN MISCELLANEOUS	76
SECTION 1501.	Consent to Jurisdiction; Appointment of Agent 
to Accept Service of Process	76
SECTION 1502.	Counterparts	78


? NOTE:  THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, 
BE DEEMED TO BE A PART OF THE INDENTURE.


105689.1
49 6   iv


EXHIBIT 4.9


YORKSHIRE POWER FINANCE LIMITED, as Issuer
and
YORKSHIRE POWER GROUP LIMITED, as Guarantor
and
THE BANK OF NEW YORK,
as Trustee, Principal Paying Agent,
Registrar and Transfer Agent
and
BANQUE GENERALE DU LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
6.154% Series A Senior Notes due 2003
6.154% Series B Senior Notes due 2003
First Supplemental Indenture
Dated as of February 25, 1998


FIRST SUPPLEMENTAL INDENTURE, dated as of 
February 25, 1998 (this "First Supplemental Indenture"), among 
YORKSHIRE POWER FINANCE LIMITED, a limited liability company 
organized under the laws of the Cayman Islands, as issuer (the 
"Company"), YORKSHIRE POWER GROUP LIMITED, a private limited 
company incorporated under the laws of England and Wales, as guarantor 
(the "Guarantor"), THE BANK OF NEW YORK, as Trustee, Principal 
Paying Agent, Registrar and Transfer Agent under the Original Indenture 
referred to below (the "Trustee"), and BANQUE GENERALE DU 
LUXEMBOURG S.A., as Paying and Transfer Agent under the Original 
Indenture.
WITNESSETH:
WHEREAS, each of the Company and the Guarantor has 
heretofore executed and delivered to the Trustee an indenture dated as of 
February 1, 1998 (hereinafter called the "Original Indenture"), to provide 
for the issuance from time to time of certain of its unsecured debentures, 
notes or other evidences of indebtedness (herein called the "Securities"), 
the form and terms of which are to be established as set forth in Sections 
201 and 301 of the Original Indenture;
WHEREAS, Section 901 of the Original Indenture 
provides, among other things, that the Company, the Guarantor and the 
Trustee may enter into indentures supplemental to the Original Indenture 
for, among other things, the purpose of establishing the form and terms of 
the Securities of any series as permitted by Sections 201 and 301 of the 
Original Indenture and of appointing an Authenticating Agent with respect 
to the Securities of any series;
WHEREAS, the Company desires to create a series of the 
Securities in an aggregate principal amount of $350,000,000 to be 
designated the "6.154% Series A Senior Notes due 2003" and a series of 
the Securities in an aggregate principal amount of $350,000,000 to be 
designated the "6.154% Series B Senior Notes due 2003", and all action on 
the part of the Company necessary to authorize the issuance of these 
Securities under the Original Indenture and this First Supplemental 
Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make such 
Securities, when executed by the Company and authenticated and delivered 
by the Trustee as in the Original Indenture provided, the valid and binding 
obligations of the Company and to constitute these presents a valid and 
binding supplemental indenture and agreement according to its terms, have 
been done and performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL 
INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance 
and purchase of the 2003 Securities (hereinafter defined) by the holders 
thereof and of the acceptance of this trust by the Trustee, each of the 
Company and the Guarantor covenants and agrees with the Trustee, for the 
equal benefit of holders of the 2003 Securities, as follows:
ARTICLE ONE
Definitions
The use of the terms and expressions herein is in accordance 
with the definitions, uses and constructions contained in the Original 
Indenture and the forms of Securities attached hereto as Exhibits A and B, 
respectively.  In addition, for all purposes of this First Supplemental 
Indenture, except as otherwise expressly provided or unless the context 
otherwise expressly requires, the following terms shall have the respective 
meanings assigned to them as follows and shall be construed as if defined in 
Article One of the Original Indenture:
"Book-Entry Depositary" means The Bank of New York as 
designated by the Company in the Deposit Agreement until a successor 
shall have become such pursuant to the applicable provisions of the Deposit 
Agreement, and thereafter "Book-Entry Depositary" shall mean such 
successor Book-Entry Depositary or its nominee or the custodian of either.
"Definitive Registered 2003 Securities" means 2003 
Securities substantially in the form of Exhibit B to this First Supplemental 
Indenture.
"Deposit Agreement" means the Deposit Agreement, dated 
as of February 1, 1998, among the Company, the Book-Entry Depositary 
and the holders and beneficial owners from time to time of interests in the 
Book-Entry Interests issued thereunder.
"DTC" means The Depository Trust Company, New York, 
New York, or its successors.
"Exchange Offer" means the offer that may be made 
pursuant to the Registration Rights Agreement by the Company to 
exchange Series B Securities and the Guarantee of the Series B Securities 
for the Series A Securities and the Guarantee of the Series A Securities.
"Global 2003 Securities" means Global Bearer Securities, 
evidencing the 2003 Securities, issued to the Book-Entry Depositary 
substantially in the form of Exhibit A to this First Supplemental Indenture.
"Registration Rights Agreement" means the Registration 
Rights Agreement, dated February 25, 1998 among the Company, the 
Guarantor and the Initial Purchasers named therein as such agreement may 
be amended, modified or supplemented from time to time.
"Regulation S" means Regulation S under the Securities 
Act, as such Regulation may be amended from time to time, or under any 
similar rules or regulations hereafter adopted by the Commission.
"Restricted Securities Legend" means a legend substantially 
in the form of the legend contained in the form of Global 2003 Securities 
set forth in Exhibit A hereto.
"Restricted Security" means 2003 Securities that bear or are 
required to bear the Restricted Securities Legend.
"Rule 144A" means Rule 144A under the Securities Act, as 
such Rule may be amended from time to time, or under any similar rules or 
regulation hereafter adopted by the Commission.
 "Series A Securities" means the Company's 6.154% Series 
A Senior Notes due 2003, as authenticated and issued under this Indenture.
"Series B Securities" means the Company's 6.154% Series 
B Senior Notes due 2003, as authenticated and issued under this Indenture.
"2003 Securities" means, collectively, the Series A 
Securities and the Series B Securities.
ARTICLE TWO
Terms and Issuance of the 2003 Securities
SECTION 201.	Issue of Securities.  A series of 
Securities which shall be designated the "6.154% Series A Senior Notes 
due 2003" and a series of Securities shall be designated the "6.154% Series 
B Senior Notes due 2003" each shall be executed, authenticated and 
delivered in accordance with the provisions of, and shall in all respects be 
subject to, the terms, conditions and covenants of the Original Indenture 
and this First Supplemental Indenture (including the forms of 2003 
Securities set forth in Exhibits A and B hereto).  The aggregate principal 
amount of the 2003 Securities which may be authenticated and delivered 
under the First Supplemental Indenture shall not, except as permitted by 
the provisions of the Original Indenture, exceed $350,000,000.
SECTION 202.	Form of 2003 Securities; 
Incorporation of Terms.  The forms of the Global 2003 Securities and the 
Definitive Registered 2003 Securities shall be substantially in the forms of 
Exhibits A and B, respectively, attached hereto, the terms of which are 
herein incorporated by reference and which are part of this First 
Supplemental Indenture.  Series A Securities offered and sold in their initial 
distribution in reliance on Rule 144A shall initially be issued in the form of 
one or more separate Global 2003 Securities (each, a "Rule 144A Global 
Security"). Series A Securities offered and sold in their initial 
distribution in 
reliance on Regulation S shall initially be issued in the form of one or more 
separate Global 2003 Securities (each, a "Regulation S Global Security").
SECTION 203.	Limitation on Liens.  The covenant 
provided by Section 1004 of the Original Indenture shall be applicable to 
the 2003 Securities.
SECTION 204.	Limitation on Sale and Lease-Back 
Transactions.  The covenant provided by Section 1005 of the Original 
Indenture shall be applicable to the 2003 Securities.
SECTION 205.	Guarantee.  The Guarantee provided 
by Article Fourteen of the Original Indenture shall be applicable to the 
2003 Securities.
SECTION 206.	Place of Payment.  The Place of 
Payment in respect of the 2003 Securities will be in The City of New York, 
initially the Corporate Trust Office of The Bank of New York, and, for so 
long as the 2003 Securities are listed on the Luxembourg Stock Exchange, 
in Luxembourg, initially the corporate trust office of Banque Generale du 
Luxembourg S.A., which at the date hereof, is located at 50 Avenue J. F. 
Kennedy, L-2951 Luxembourg.
SECTION 207.	Issuance of Global 2003 Securities.  
Each of the Series A Securities and the Series B Securities shall be issued 
as one or more Global 2003 Securities and delivered by the Trustee to the 
Book-Entry Depositary, as the Holder thereof, or a nominee or custodian 
therefor, to be held by the Book-Entry Depositary pursuant to the Deposit 
Agreement.  Definitive Registered 2003 Securities shall only be issued by 
the Company in exchange for the Global 2003 Securities in the 
circumstances set forth in the Global 2003 Securities.
SECTION 208.	Transfer Restrictions; Exchange 
Offer.
(a)	Transfer Restrictions.  Except as permitted by 
subsection (b) of this Section 208 or as otherwise determined by the 
Company as set forth below in this subsection (a), the 2003 Securities shall 
bear the Restricted Securities Legend and may not be transferred except in 
compliance with the Restricted Securities Legend unless otherwise 
determined by the Company in accordance with applicable law.  Unless 
with respect to the whole or any portion of any Restricted Security the 
Company determines otherwise in accordance with applicable law, the 
Restricted Securities Legend borne by such Restricted Security shall be 
removed by the Company (i) in the case of any Rule 144A Global Security 
or any Definitive Registered 2003 Security issued in exchange for an 
interest therein, upon presentation to the Trustee of such Restricted 
Security by the Holder thereof at any time on or after the occurrence of the 
"Resale Restriction Termination Date" on such Legend and (ii) in the case 
of any Regulation S Global Security or any Definitive Registered 2003 
Security issued in exchange for an interest therein, upon presentation to the 
Trustee of such Restricted Security by the Holder thereof at any time on or 
after the expiration of the "restricted period" (within the meaning of 
Regulation S) with respect to any such Security shall have occurred.
If a holder of a beneficial interest in a Rule 144A Global 
Security wishes at any time to transfer such interest to a Person who 
wishes to take delivery thereof in the form of a beneficial interest in a 
Regulation S Global Security, or if a holder of a beneficial interest in a 
Regulation S Global Security wishes at any time to transfer such interest to 
a Person who wishes to take delivery thereof in the form of a beneficial 
interest in a Rule 144A Global Security, upon receipt by the Trustee of (A) 
written instructions given in accordance with the rules and procedures of 
DTC (together with, as applicable, the rules and procedures of The 
Euroclear System and Cedel Bank, the "Applicable Procedures") from the 
applicable Participant directing the Book-Entry Depositary to cause to be 
credited to another account of a Participant a beneficial interest in such 
Regulation S Global Security or Rule 144A Global Security (as the case 
may be) equal to that of the beneficial interest in such Rule 144A Global 
Security or Regulation S Global Security (as the case may be) to be so 
transferred, (B) a written order given in accordance with the Applicable 
Procedures containing information regarding such other account, as well as 
the account of The Euroclear System or Cedel Bank (as the case may be) 
for which such other account is held, to be credited with, and the account 
of such applicable Participant to be debited for, such beneficial interest and 
(C) a certificate satisfactory to the Company, the Guarantor and the 
Trustee, as to such transfer's compliance with the registration requirements 
of the Securities Act, given by the transferor of such beneficial interest, the 
Trustee shall (1) reduce or increase (as the case may be) the principal 
amount of such Rule 144A Global Security, and increase or reduce (as the 
case may be) the principal amount of such Regulation S Global Security, in 
each case by an amount equal to the principal amount of the beneficial 
interest in such Rule 144A Global Security or Regulation S Global Security 
(as the case may be) to be so transferred, as evidenced by appropriate 
endorsements on Schedule A to each such Global Security, (2) instruct the 
Book-Entry Depositary to make a corresponding reduction or increase (as 
the case may be) to the Book-Entry Interests relating to such Global 
Security and (3) cause the Book-Entry Depositary to instruct DTC to 
credit and debit such beneficial interests to the respective accounts 
specified in the instructions referred to above.
(b)	Exchange of Series A Securities for Series B 
Securities.  The Company shall issue and the Trustee shall authenticate 
Series B Securities in exchange for Series A Securities accepted for 
exchange in the Exchange Offer as follows:
The Company shall present the Trustee with an Officers' 
Certificate certifying (i) that, upon issuance of the Series B 
Securities, the transactions contemplated by the Exchange 
Offer have been consummated and (ii) the aggregate 
principal amount of Series A Securities properly tendered in 
the Exchange Offer.
The Trustee, upon receipt of (i) such Officers' Certificate, 
(ii) an Opinion of Counsel (A) to the effect that the Series B Securities 
have been registered under the Securities Act and the Indenture has been 
qualified under the Trust Indenture Act and (B) with respect to the matters 
set forth in Section 3(m) of the Registration Rights Agreement and (iii) a 
Company Order, shall (A) authenticate 2003 Global Securities representing 
the Series B Securities in an aggregate principal amount equal to the 
aggregate principal amount of Series A Securities represented by a 2003 
Global Security indicated in such Officers' Certificate as having been 
properly tendered with terms substantially identical to such Series A 
Securities, and substantially in the form of Exhibit A hereto, except that 
such Series B Securities (x) shall not contain the Restricted Securities 
Legend and (y) will not provide for any increase in the interest rate thereon 
under the circumstances set forth in such Series A Securities and (B) 
deliver such Global 2003 Securities representing such Series B Securities 
to the Book-Entry Depositary in exchange for such Global 2003 Security 
representing such Series A Securities pursuant to the terms of the Deposit 
Agreement.
Notwithstanding anything contained in the Indenture, the 
Series A Securities and the Series B Securities will vote and consent 
together on all matters as one class and will not have the right to vote or 
consent as a separate class on any matter.
SECTION 209.	Regular Record Date for the 2003 
Securities.  The Regular Record Date for the 2003 Securities shall be 15 
calendar days immediately prior to each Interest Payment Date.
ARTICLE THREE
Authenticating Agent; Book-Entry Depositary
SECTION 301.	Authenticating Agent; Book-Entry 
Depositary. The Bank of New York, a New York banking corporation, and 
its successors are hereby appointed Authenticating Agent and Book-Entry 
Depositary with respect to the 2003 Securities.
ARTICLE FOUR
Miscellaneous
SECTION 401.	Execution of Supplemental 
Indenture.  This First Supplemental Indenture is executed and shall be 
construed as an indenture supplemental to the Original Indenture and, as 
provided in the Original Indenture, this First Supplemental Indenture forms 
a part thereof.
SECTION 402.	Conflict with Trust Indenture Act.  If 
any provision hereof limits, qualifies or conflicts with another provision 
hereof which is required to be included in this First Supplemental Indenture 
by any of the provisions of the Trust Indenture Act, such required 
provision shall control.
SECTION 403.	Effect of Headings.  The Article and 
Section headings herein are for convenience only and shall not affect the 
construction hereof.
SECTION 404.	Successors and Assigns.  All 
covenants and agreements in this First Supplemental Indenture by each of 
the Company or the Guarantor shall bind its successors and assigns, 
whether so expressed or not.
SECTION 405.	Separability Clause.  In case any 
provision in this First Supplemental Indenture or in the 2003 Securities 
shall be invalid, illegal or unenforceable, the validity, legality and 
enforceability of the remaining provisions shall not in any way be affected 
or impaired thereby.
SECTION 406.	Benefits of First Supplemental 
Indenture.  Nothing in this First Supplemental Indenture or in the 2003 
Securities, express or implied, shall give to any person, other than the 
parties hereto and their successors hereunder and the Holders, any benefit 
or any legal or equitable right, remedy or claim under this First 
Supplemental Indenture.
SECTION 407.	Execution and Counterparts.  This 
First Supplemental Indenture may be executed in any number of 
counterparts, each of which shall be deemed to be an original, but all such 
counterparts shall together constitute but one and the same instrument.


IN WITNESS WHEREOF, the parties hereof have caused 
this First Supplemental Indenture to be duly executed by their respective 
officers, directors or signatories duly authorized thereto, all as of the day 
and year first above written.
YORKSHIRE POWER 
FINANCE LIMITED	


By				
		
    Title:


YORKSHIRE POWER 
GROUP LIMITED

By				
		
    Title:


THE BANK OF NEW 
YORK,
as Trustee, Principal Paying 
Agent, Security Registrar and 
Transfer Agent


By				
		
    Title:


BANQUE GENERALE DU 
LUXEMBOURG S.A., as 
Paying Agent and Transfer 
Agent


By				
		
    Title:


EXHIBIT A

{FORM OF FACE OF GLOBAL 2003 SECURITY}

[If the Global 2003 Security is a Restricted Security, 
insert the following legend---THIS SECURITY HAS NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), OR ANY STATE 
SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY 
INTEREST OR PARTICIPATION HEREIN MAY BE 
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, 
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE 
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH 
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 
AND ANY APPLICABLE STATE SECURITIES LAWS.  THE 
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH 
SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS 
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF 
AND THE LAST DATE ON WHICH YORKSHIRE POWER 
GROUP LIMITED (THE "GUARANTOR"), YORKSHIRE POWER 
FINANCE LIMITED (THE "ISSUER") OR ANY AFFILIATE OF 
THE GUARANTOR OR THE ISSUER WAS THE OWNER OF 
THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) 
(OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY 
RULE 144(k), OR ANY SUCCESSOR PROVISION THEREOF, 
UNDER THE SECURITIES ACT) (THE "RESALE RESTRICTION 
TERMINATION DATE") ONLY (A) TO THE GUARANTOR OR 
THE ISSUER, (B) PURSUANT TO AN EFFECTIVE 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 
(C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR 
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES 
ACT ("RULE 144A"), TO A PERSON IT REASONABLY 
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS 
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN 
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT 
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US 
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES 
WITHIN THE MEANING OF REGULATION S UNDER THE 
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER 
AVAILABLE EXEMPTION FROM THE REGISTRATION 
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE 
GUARANTOR'S, THE ISSUER'S AND THE TRUSTEE'S RIGHT 
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) 
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE 
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS 
OR OTHER INFORMATION SATISFACTORY TO EACH OF 
THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO 
REQUIRE THAT A CERTIFICATE IS COMPLETED AND 
DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AS TO 
COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER.  
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A 
HOLDER AFTER THE RESALE RESTRICTION TERMINATION 
DATE OR SUCH EARLIER TIME AS DETERMINED BY THE 
ISSUER IN ACCORDANCE WTH APPLICABLE LAW.
EACH HOLDER BY ITS ACCEPTANCE OF THIS 
SECURITY SHALL BE DEEMED TO HAVE AGREED TO BE 
BOUND BY THE PROVISIONS OF THE REGISTRATION 
RIGHTS AGREEMENT.]
THIS SECURITY IS A GLOBAL BEARER SECURITY 
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER 
REFERRED TO AND IS HELD BY A BOOK-ENTRY DEPOSITARY. 
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES HELD BY 
A PERSON OTHER THAN THE BOOK-ENTRY DEPOSITARY OR 
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.
UNLESS THIS GLOBAL BEARER SECURITY IS 
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
BOOK-ENTRY DEPOSITARY TO THE ISSUER OR ITS AGENT FOR 
EXCHANGE OR PAYMENT, AND ANY DEFINITIVE REGISTERED 
SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN 
WRITING BY THE BOOK-ENTRY DEPOSITARY, ANY TRANSFER, 
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE 
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE 
BEARER HEREOF, THE BOOK-ENTRY DEPOSITARY, HAS AN 
INTEREST HEREIN.
YORKSHIRE POWER FINANCE LIMITED
6.154% [Series A] [Series B] Senior Notes due 2003

No.  		$	?
									CUSIP 
No.:________

YORKSHIRE POWER FINANCE LIMITED, a limited 
liability company incorporated under the laws of the Cayman Islands 
(herein called the "Company", which term includes any successor 
corporation under the Indenture hereinafter referred to), for value received, 
hereby promises to pay to the bearer upon surrender hereof, the principal 
sum of __________ Dollars* on ________________, and to pay interest 
thereon from _____________, or from the most recent Interest Payment 
Date to which interest has been paid or duly provided for, semi-annually on 
____________ and ____________ in each year, commencing 
________________, 199__, at the rate per annum provided in the title 
hereof, until the principal hereto is paid or made available for payment[; 
provided, however, that if an Event Date (as defined in the Registration 
Rights Agreement) occurs, interest will accrue on this Security at a rate of 
___% per annum from and including the day following the applicable Event 
Date to and including the date on which the event that has resulted in 
Additional Interest (as defined in the Registration Rights Agreement) being 
required to be paid has been cured pursuant to the terms of the 
Registration Rights Agreement].  The interest so payable, and punctually 
paid or duly provided for, on any Interest Payment Date will, as provided 
in such Indenture, be paid to the bearer on such Interest Payment Date.  
Any such interest not so punctually paid or duly provided for will forthwith 
cease to be payable to the bearer on such Interest Payment Date and may 
be paid to the bearer hereof at the time of payment of such Defaulted 
Interest or be paid at any time in any other lawful manner not inconsistent 
with the requirements of any securities exchange on which the Securities of 
this series may be listed, and upon such notice as may be required by such 
exchange, all as more fully provided in said Indenture.
All payments in respect of this Security and all payments 
made pursuant to the Guarantee of this Security shall be made in 
immediately available funds at or through the office or agency of the 
Company maintained for that purpose in the Borough of Manhattan, The 
City of New York, and for so long as this Security shall be listed on the 
Luxembourg Stock Exchange, in Luxembourg, in such coin or currency of 
the United States of America as at the time of payment is legal tender for 
the payment of public and private debt.
All payments of principal of, and premium, if any, and 
interest in respect of this Security and all payments made pursuant to the 
Guarantee of this Security shall be made free and clear of, and without 
withholding or deduction for or on account of any present or future taxes, 
duties, assessments or governmental charges of whatever nature imposed, 
levied, collected, withheld or assessed by or within a Taxing Jurisdiction or 
by or within any political subdivision thereof or any authority therein or 
thereof having power to tax ("Gross-Up Taxes"), unless such withholding 
or deduction is required by law.  In the event of any such withholding or 
deduction, the Company shall pay to the Holder such additional amounts 
("Additional Amounts") as will result in the payment to such Holder of the 
amount that would otherwise have been due to such Holder in the absence 
of such withholding or deduction, except that no such Additional Amounts 
shall be payable:
(a)  to, or to a Person on behalf of, a Holder who is liable 
for such Gross-Up Taxes in respect of this Security or the 
Guarantee of this Security by reason of such Holder or beneficial 
owner having some connection with the relevant Taxing 
Jurisdiction (including being a citizen or resident or national of, or 
carrying on a business or maintaining a permanent establishment in, 
or being physically present in, such Taxing Jurisdiction) other than 
the mere holding of this Security or the receipt of principal of, and 
premium, if any and interest in respect thereof or in respect of the 
Guarantee of this Security;
(b)  to, or to a Person on behalf of, a Holder who presents 
this Security (where presentation is required) for payment more 
than 30 days after the Relevant Date except to the extent that the 
Holder would have been entitled to such Additional Amounts on 
presenting this Security for payment on the last day of such period 
of 30 days;
(c)  to, or to a Person on behalf of, a Holder who presents 
this Security (where presentation is required) in a Taxing 
Jurisdiction;
(d)  to, or to a Person on behalf of, a Holder who would not 
be liable or subject to the withholding or deduction by making a 
declaration of nonresidence or similar claim for exemption to the 
relevant tax authority; or
(e)  to, or to a Person on behalf of, a Holder of a Registered 
Security that is not a Global Security issued pursuant to the request 
of owners of interests representing a majority in Outstanding 
principal amount of such Securities following and during the 
continuance of an Event of Default if such Holder (or any 
predecessor Holder) was one of such owners requesting that such 
Registered Securities be so issued.
Such Additional Amounts will also not be payable where, 
had the beneficial owner of the Security (or any interest therein) been the 
Holder of the Security, he would not have been entitled to payment of 
Additional Amounts by reason of any one or more of clauses (a) through 
(e) above.  If the Company or the Guarantor, as applicable, shall determine 
that Additional Amounts will not be payable because of the immediately 
preceding sentence, the Company or the Guarantor, as applicable, will 
inform such Holder promptly after making such determination setting forth 
the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date 
on which such payment first becomes due and (ii) if the full amount payable 
has not been received in The City of New York by the Book-Entry 
Depositary of the Trustee on or prior to such due date, the date on which, 
the full amount having been so received, notice to that effect shall have 
been given to the bearer hereof in accordance with the Indenture.
References to principal of, and premium or interest in 
respect of, this Security or any payments pursuant to the Guarantee of this 
Security shall be deemed to include any Additional Amounts which may be 
payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing payment of 
the Gross-Up Taxes.  Copies of such receipts shall be made available to the 
Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series will be 
published in a leading newspaper having general circulation in Luxembourg 
(which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE FURTHER 
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE 
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS 
PLACE.
Unless the certificate of authentication hereon has been 
executed by the Trustee referred to on the reverse hereof by manual 
signature, this Security shall not be entitled to any benefit under the 
Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this 
instrument to be duly executed authorized signatory of the Company duly 
authorized.

						YORKSHIRE POWER 
FINANCE
						LIMITED


						By:				
	
	Authorized Signatory


CERTIFICATE OF AUTHENTICATION

	This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.

			THE BANKOF NEW 
YORK,
			as Trustee


		
	By:_________________________
			     Authorized 
Signatory

Dated:

[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
6.154% [Series A] [Series B] Senior Notes due 2003
This Security is one of a duly authorized issue of securities 
of the Company (herein called the "Securities"), issued and to be issued in 
one or more series under an Indenture, dated as of February 1, 1998 
(herein called the "Original Indenture"), among the Company, Yorkshire 
Power Group Limited, as guarantor (the "Guarantor"), The Bank of New 
York, as trustee, principal paying agent, registrar and transfer agent (herein 
called the "Trustee", which term includes any successor trustee under the 
Indenture), and Banque Generale du Luxembourg S.A., as paying and 
transfer agent (the "Paying and Transfer Agent"), as supplemented by the 
First Supplemental Indenture, dated as of February 25, 1998 (together with 
the Original Indenture and any other supplements thereto, the "Indenture"), 
among the Company, the Guarantor, the Trustee and the Paying and 
Transfer Agent to which Indenture and all indentures supplemental thereto 
reference is hereby made for a statement of the respective rights, limitations 
of rights, duties and immunities thereunder of the Company, the Guarantor, 
the Trustee, the Paying and Transfer Agent and the Holders of the 
Securities and of the terms upon which the Securities are, and are to be, 
authenticated and delivered.  This Security is one of the series designated 
on the face hereof, limited in aggregate principal amount to $350,000,000.
The Securities of this series will be redeemable in whole or 
in part, at the option of the Company at any time, at a redemption price 
equal to the greater of (i) 100% of the principal amount of the Securities of 
this series being redeemed and (ii) the sum of the present values of the 
remaining scheduled payments of principal of and interest on the Securities 
of this series being redeemed (excluding the portion of any such interest 
accrued to the date of redemption) discounted (for the purpose of 
determining present value) to the date of redemption on a semi-annual basis 
(assuming a 360-day year consisting of twelve 30-day months) at a 
discount rate equal to the Treasury Yield plus ten (10) basis points, plus, in 
either case, accrued interest thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption 
date, the rate per annum equal to the semi-annual equivalent yield to 
maturity of the Comparable Treasury Issue, assuming a price for the 
Comparable Treasury Issue (expressed as a percentage of its principal 
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States 
Treasury security selected by an Independent Investment Banker as having 
a maturity comparable to the remaining term of such Securities of this 
series to be redeemed that would be utilized, at the time of selection and in 
accordance with customary financial practice, in pricing new issues of 
corporate debt securities of comparable maturity to the remaining term of 
the Securities of this series.
"Comparable Treasury Price" means, with respect to any 
redemption date, (i) the average of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount) on the third Business Day preceding such redemption 
date, as set forth in the daily statistical release (or any successor release) 
published by the Federal Reserve Bank of New York and designated 
"Composite 3:30 p.m. Quotations for US Government Securities" or (ii) if 
such release (or any successor release) is not published or does not contain 
such prices on such business day, the Reference Treasury Dealer Quotation 
for such redemption date.
"Independent Investment Banker" means an independent 
investment banking institution of national standing appointed by the 
Company and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect 
to the Reference Treasury Dealer and any redemption date, the average, as 
determined by the Company, of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount and quoted in writing to the Company by such Reference 
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such 
redemption date).
"Reference Treasury Dealer" means a primary United States 
government securities dealer in New York City appointed by the Company 
and reasonably acceptable to the Trustee.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the date 
fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities of this series for redemption will be made 
by the Trustee in any manner the Trustee deems fair and appropriate and 
that complies with applicable legal and securities exchange requirements.
Unless the Company defaults in payment of the redemption 
price, from and after the redemption date, the Securities of this series or 
portions thereof called for redemption will cease to bear interest, and the 
Holders thereof will have no right in respect to such Securities of this series 
except the right to receive the redemption price thereof.
In the event of redemption of this Security in part only, a 
new Security of this series and of like tenor for the unredeemed portion 
hereof will be issued to the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance of (a) the 
entire indebtedness of this Security and (b) certain restrictive covenants 
upon compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of this 
series may be declared due and payable in the manner and with the effect 
provided in the Indenture.  At any time after such declaration of 
acceleration with respect to Securities of any series has been made, but 
before a judgment or decree for payment of money has been obtained by 
the Trustee as provided in the Indenture, if all Events of Default with 
respect to Securities of this series have been cured or waived (other than 
the non-payment of principal of the Securities which has become due solely 
by reason of such declaration of acceleration) then such declaration of 
acceleration and its consequences shall be automatically annulled and 
rescinded.
The Securities of this Series are subject to redemption in 
whole but not in part upon not less than 30 nor more than 60 days' notice 
given as provided in the Indenture, at a price equal to the outstanding 
principal amount thereof, together with Additional Amounts, if any, and 
accrued interest, if any, to the Redemption Date if, (a) the Company or the 
Guarantor satisfies the Trustee prior to the giving of such notice that it has 
or will become obligated to pay Additional Amounts as a result of either (i) 
any change in, or amendment to, the laws or regulations of a Taxing 
Jurisdiction, or any change in the application or interpretation of such laws 
or regulations, which change or amendment becomes effective on or after 
February 19, 1998 or (ii) the issuance of Definitive Registered 2003 
Securities pursuant to any of clauses (a), (b) or (d) of the third following 
paragraph and (b) such obligation cannot be avoided by the Company or 
the Guarantor taking reasonable measures available to it, subject, as 
provided in the Indenture, to the delivery by the Company or the Guarantor 
of an Officers' Certificate stating that such obligation to pay Additional 
Amounts cannot be avoided by the Company or the Guarantor taking 
reasonable measures available to it.
The Indenture permits, with certain exceptions as therein 
provided, the amendment thereof and the modification of the Indenture or 
any supplemental indenture or the rights and obligations of the Company 
and the rights of the Holders of the Securities of each series to be affected 
under the Indenture at any time by the Company and the Trustee with the 
consent of the Holders of a majority in aggregate principal amount of the 
Securities at the time Outstanding of all series to be affected (voting as a 
class).  The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Securities of each series at 
the time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions of the 
Indenture and certain past defaults under the Indenture and their 
consequences.  Any such consent or waiver by the Holder of this Security 
shall be conclusive and binding upon such Holder and upon all future 
Holders of this Security and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of 
this Security or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of, and 
premium, if any and interest in respect of this Security and all payments 
made pursuant to the Guarantee of this Security at the times, place and 
rate, and in the coin or currency, herein prescribed.
This Security shall be exchangeable, in whole or, in the case 
of clause (d) below, in part as provided in the Indenture, for Definitive 
Registered 2003 Securities registered in the names of Persons other than 
the Book-Entry Depositary with respect to such series or its nominee only 
as provided in this paragraph.  This Security shall be so exchangeable if (a) 
DTC notifies the Company and the Book-Entry Depositary that it is 
unwilling or unable to continue to hold the Book-Entry Interests or at any 
time ceases to be a "clearing agency" registered as such under the 
Exchange Act and in either case, a successor is not appointed by the 
Company within 120 days, (b) the Book-Entry Depositary for the 
Securities of this series notifies the Company that it is unwilling or unable 
to continue as Book-Entry Depositary with respect to this Security and no 
successor is appointed within 120 days, (c) the Company executes and 
delivers to the Trustee an Officers' Certificate providing that this Security 
shall be so exchangeable, (d) there shall have occurred and be continuing 
an Event of Default with respect to the Securities of this series and the 
Holder, in such circumstance, shall have requested in writing that this 
Security be exchanged for one or more Definitive Registered 2003 
Securities of this series or (e) while this Security is subject to the transfer 
restrictions set forth in the Restricted Securities Legend hereon, the Book-
Entry Interests cease to be eligible for DTC services because this Security 
is neither (i) rated in one of the top four categories by a nationally 
recognized statistical rating organization nor (ii) included within a self-
regulatory organization system approved by the Commission for the 
reporting of quotations and trade information of securities eligible for trade 
pursuant to Rule 144A, such as the PORTAL system.  Securities so issued 
in exchange for this Security shall be of the same series, having the same 
interest rate, if any, and maturity and having the same terms as this 
Security, in authorized denominations and in the aggregate having the same 
principal amount as this security and registered in such names as the Book-
Entry Depositary for this Security shall direct.
The bearer of this Security shall be treated as the owner of it 
for all purposes, subject to the terms of the Indenture.  As provided in the 
Indenture and subject to certain limitations therein set forth, Securities of 
this series are exchangeable for a like aggregate principal amount of 
Securities of this series and of like tenor of a different authorized 
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such exchange, but 
the Company may require payment of a sum sufficient to cover any tax or 
other governmental charge payable in connection therewith.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or any 
other capacity, may become the owner or pledge of Securities of this series 
and may otherwise deal with the Company, the Guarantor or their 
respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, incorporator or 
Affiliate of the Company or the Guarantor under the Securities of this 
series or the Indenture or for any claim based on, in respect of or by reason 
of, such obligations of their creation.  Each Holder of the Securities of this 
series by accepting Securities this series waives and releases all such 
liability.  The waiver and release are part of the consideration for the 
issuance of the Securities of this series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this Security.
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the Company 
will cause CUSIP numbers to be printed on the Securities of this series as a 
convenience to the Holders of the Securities of this series.  No 
representation is made as to the accuracy of such numbers as printed on the 
Securities of this series and reliance may be placed only on the other 
identification numbers printed hereon.
This Security shall be governed by and construed in 
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a private limited company duly incorporated and 
existing under the laws of England and Wales (the "Guarantor", which term 
includes any successor Person under the Indenture referred to in the 
Security on which this notation is endorsed), hereby fully and 
unconditionally guarantees to the Holder of the accompanying Security 
issued by Yorkshire Power Finance Limited (the "Company"), pursuant to 
the terms of the Guarantee contained in Article Fourteen of the Indenture, 
the due and punctual payment of the principal of, and premium, if any, and 
interest in respect of this Security (and any Additional Amounts payable in 
respect thereof), when and as the same shall become due and payable, 
whether at Stated Maturity, by declaration of acceleration, call for 
redemption or otherwise, in accordance with the terms of this Security and 
the Indenture.  In case of the failure of the Company punctually to pay any 
such principal, premium, if any, or interest, the Guarantor hereby agrees to 
cause any such payment to be made punctually when and as the same shall 
become due and payable as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the Indenture 
are expressly set forth in Article Fourteen of the Indenture, and reference is 
hereby made to such Article and Indenture for the precise terms of the 
Guarantee.
THIS GUARANTEE SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon which 
this notation of the Guarantee is endorsed shall have been executed by the 
Trustee under the Indenture by the manual signature of one of its 
authorized officers.
YORKSHIRE POWER GROUP 
LIMITED

By:___________________________
____________
      Authorized Signatory



SCHEDULE A

SCHEDULE OF ADJUSTMENTS


		The initial aggregate principal amount of Securities 
evidenced by the Certificate to which this Schedule is attached is 
__________.  The notations on the following table evidence decreases and 
increases in the aggregate principal amount of Securities evidenced by 
such Certificate.

  Date of	Decrease in	Increase in	Aggregate Principal	        
Notation by
Adjustment	Aggregate	Aggregate	Amount of Securities	     
Security Registrar
		 Principal	 Principal	Remaining After Such
		Amount of	Amount of	Decrease or Increase
		 Securities	 Securities


EXHIBIT B

[FORM OF FACE OF DEFINITIVE REGISTERED 2003 SECURITY]
[If the Definitive Registered 2003 Security is a Restricted Security, 
insert the Restricted Securities Legend set forth in Exhibit A hereto.]
YORKSHIRE POWER FINANCE LIMITED
6.154% [Series A] [Series B] Senior Notes due 2003
No. _______________
	$___________
________
	CUSIP 
No.:__________

YORKSHIRE POWER FINANCE LIMITED, a limited 
liability company incorporated under the laws of the Cayman Islands 
(herein called the "Company", which term includes any successor 
corporation under the Indenture hereinafter referred to), for value received, 
hereby promises to pay to[name of registered owner], or its registered 
assigns, the principal sum of _______________ Dollars on 
_______________________________, and to pay interest thereon from 
____________________, or from the most recent Interest Payment Date 
to which interest has been paid or duly provided for, semi-annually on 
__________ and _____________ in each year, commencing 
_______________, 199_, at the rate per annum provided in the title 
hereof, until the principal hereof is paid or made available for payment; 
[provided, however, that if an Event Date (as defined in the Registration 
Rights Agreement) occurs, interest will accrue on this Security at a rate of 
___% per annum from and including the day following the applicable Event 
Date to and including the date on which the event that has resulted in 
Additional Interest (as defined in the Registration Rights Agreement) being 
required to be paid has been cured pursuant to the terms of the 
Registration Rights Agreement].  The interest so payable, and punctually 
paid or duly provided for, on any Interest Payment Date will, as provided 
in such Indenture, be paid to the Person in whose name this Security (or 
one or more Predecessor Securities) is registered at the close of business 
on the Regular Record Date for such interest, which shall be the fifteenth 
day (whether or not a Business Day) immediately preceding such Interest 
Payment Date.  Any such interest not so punctually paid or duly provided 
for will forthwith cease to be payable to the Person in whose name this 
Security (or one or more Predecessor Securities) is registered on such 
Regular Record Date and may be paid to the Person in whose name this 
Security (or one or more Predecessor Securities) is registered at the close 
of business on a Special Record Date for the payment of such Defaulted 
Interest to be fixed by the Trustee, notice whereof shall be given to Holders 
of Securities of this series not less than 10 days prior to such Special 
Record Date, or be paid at any time in any other lawful manner not 
inconsistent with the requirements of any securities exchange on which the 
Securities of this series may be listed, and upon such notice as may be 
required by such exchange, all as more fully provided in said Indenture.
All payments in respect of this Security and all payments 
made pursuant to the Guarantee of this Security shall be made in 
immediately available funds at or through the office or agency of the 
Company maintained for that purpose in the Borough of Manhattan, The 
City of New York, and for so long as this Security shall be listed on the 
Luxembourg Stock Exchange, in Luxembourg, in such coin or currency of 
the United States of America as at the time of payment is legal tender for 
the payment of public and private debt; provided, however, that at the 
option of the Company, payment of interest may be made by check mailed 
to the address of the Person entitled thereto as such address shall appear in 
the Security Register.
All payments of principal of, premium, if any, and interest in 
respect of this Security and all payments made pursuant to the Guarantee 
of this Security shall be made free and clear of, and without withholding or 
deduction for or on account of any present or future taxes, duties, 
assessments or governmental charges of whatever nature imposed, levied, 
collected, withheld or assessed by or within a Taxing Jurisdiction or by or 
within any political subdivision thereof or any authority therein or thereof 
having power to tax ("Gross-Up Taxes"), unless such withholding or 
deduction is required by law.  In the event of any such withholding or 
deduction, the Company shall pay to the Holder such additional amounts 
("Additional Amounts") as will result in the payment to such Holder of the 
amount that would otherwise have been due to such Holder in the absence 
of such withholding or deduction, except that no such Additional Amounts 
shall be payable:
(a) to, or to a Person on 
behalf of, a Holder who is liable for such Gross-Up Taxes in respect 
of this Security or the Guarantee of this Security by reason of such 
Holder having some connection with the relevant Taxing 
Jurisdiction (including a citizen or resident or national of, or 
carrying on a business or maintaining a permanent establishment in, 
or being physically present in, such Taxing Jurisdiction) other than 
the mere holding of this Security or the receipt of principal of, 
premium, if any, and interest in respect thereof or in respect of the 
Guarantee of this Security;
(b) to, or to a Person on 
behalf of, a Holder who presents this Security (where presentation 
is required) for payment more than 30 days after the Relevant Date 
except to the extent that the Holder would have been entitled to 
such Additional Amounts on presenting this Security for payments 
on the last day of such period of 30 days;
(c) to, or to a Person on 
behalf of, a Holder who presents a Security (where presentation is 
required) in a Taxing Jurisdiction;
(d) to, or to a Person on 
behalf of, a Holder who would not be liable or subject to the 
withholding or deduction by making a declaration of nonresidence 
or similar claim for exemption to the relevant tax authority; or
(e) to, or to a Person on 
behalf of, a Holder of a definitive Registered Security issued 
pursuant to the request of owners of interests representing a 
majority in outstanding principal amount in the Book-Entry Interest 
following and during the continuance of an Event of Default if such 
Holder (or any predecessor Holder) was one of such owners 
requesting that definitive Registered Securities be so issued.
Such Additional Amounts will also not be payable where, 
had the beneficial owner of the Security (or any interest therein) been the 
Holder of the Security, he would not have been entitled to payment of 
Additional Amounts by reason of any one or more of clauses (a) through 
(e) above.  If the Company or the Guarantor, as applicable, shall determine 
that Additional Amounts will not be payable because of the immediately 
preceding sentence, the Company or the Guarantor, as applicable, will 
inform such Holder promptly after making such determination setting forth 
the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date 
on which such payment first becomes due and (ii) if the full amount payable 
has not been received in The City of New York by the Trustee or the 
Holder on or prior to such due date, the date on which, the full amount 
having been so received, notice to that effect shall have been given to the 
Holder in accordance with this Indenture.
References to principal of, and premium or interest in 
respect of, this Security or payments under the Guarantee of this Security 
shall be deemed to include to any Additional Amounts which may be 
payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing payment of 
Gross-Up Taxes.  Copies of such receipts shall be made available to the 
Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series will be 
published in a leading newspaper having general circulation in Luxembourg 
(which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE FURTHER 
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE 
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS 
PLACE.
Unless the certificate of authentication hereon has been 
executed by the Trustee referred to on the reverse hereof by manual 
signature, this Security shall not be entitled to any benefit under the 
Indenture or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Company has caused this 
instrument to be duly executed by an officer or director of the Company 
duly authorized.
	YORKSHIRE POWER 
FINANCE
	LIMITED



	By		
		[Title]

CERTIFICATE OF AUTHENTICATION


	This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.


			THE BANK OF NEW 
YORK,
			as Trustee


		
	By:__________________________
			     Authorized Signatory


Dated:

[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
___% [Series A] [Series B] Senior Notes due 2003
This Security is one of a duly authorized issue of securities 
of the Company (herein called the "Securities"), issued and to be issued in 
one or more series under an Indenture, dated as of February 1, 1998 
(herein called the "Original Indenture"), among the Company, Yorkshire 
Power Group Limited, as guarantor (the "Guarantor"), The Bank of New 
York, as trustee principal paying agent, register and transfer agent (herein 
called the "Trustee", which term includes any successor trustee under the 
Indenture), and Banque Generale du Luxembourg S.A., as paying and 
transfer agent (the "Paying and Transfer Agent"), as supplemented by the 
First Supplemental Indenture, dated as of February 25, 1998 (together with 
the Original Indenture and any other supplements thereto, the "Indenture") 
among the Company, the Guarantor, the Trustee and the Paying and 
Transfer Agent to which Indenture and all indentures supplemental thereto 
reference is hereby made for a statement of the respective rights, limitations 
of rights, duties and immunities thereunder of the Company, the Guarantor, 
the Trustee, the Paying and Transfer Agent and the Holders of the 
Securities and of the terms upon which the Securities are, and are to be, 
authenticated and delivered.  This Security is one of the series designated 
on the face hereof, limited in aggregate principal amount to $350,000,000.
The Securities of this series will be redeemable in whole or 
in part, at the option of the Company at any time, at a redemption price 
equal to the greater of (i) 100% of the principal amount of the Securities of 
this series being redeemed and (ii) the sum of the present values of the 
remaining scheduled payments of principal of and interest on the Securities 
of this series being redeemed (excluding the portion of any such interest 
accrued to the date of redemption) discounted (for the purpose of 
determining present value) to the date of redemption on a semiannual basis 
(assuming a 360-day year consisting of twelve 30-day months) at a 
discount rate equal to the Treasury Yield plus ten (10) basis points, plus, in 
either case, accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption 
date, the rate per annum equal to the semiannual equivalent yield to 
maturity of the Comparable Treasury Issue, assuming a price for the 
Comparable Treasury Issue (expressed as a percentage of its principal 
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States 
Treasury security selected by an Independent Investment Banker as having 
a maturity comparable to the remaining term of such Securities of this 
series to be redeemed that would be utilized, at the time of selection and in 
accordance with customary financial practice, in pricing new issues of 
corporate debt securities of comparable maturity to the remaining term of 
the Securities of this series.
"Comparable Treasury Price" means, with respect to any 
redemption date, (i) the average of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount) on the third Business Day preceding such redemption 
date, as set forth in the daily statistical release (or any successor release) 
published by the Federal Reserve Bank of New York and designated 
"Composite 3:30 p.m. Quotations for US Government Securities" or (ii) if 
such release (or any successor release) is not published or does not contain 
such prices on such business day, the Reference Treasury Dealer Quotation 
for such redemption date.
"Independent Investment Banker" means an independent 
investment banking institution of national standing appointed by the 
Company and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotations" means, with 
respect to the Reference Treasury Dealer and any redemption date, the 
average, as determined by the Company, of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount and quoted in writing to the Trustee by such Reference 
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such 
redemption date).
"Reference Treasury Dealer" means a primary US 
government securities dealer in New York City appointed by the Company 
and reasonably acceptable to the Trustee.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the date 
fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities for redemption will be made by the 
Trustee in any manner the Trustee deems fair and appropriate and that 
complies with applicable legal and securities exchange requirements.
Unless the Company defaults in payment of the redemption 
price, from and after the redemption date, the Securities of this series or 
portions thereof called for redemption will cease to bear interest, and the 
Holders thereof will have no right in respect to such Securities of this series 
except the right to receive the redemption price thereof.
In the event of redemption of this security in part only, a 
new Security or Securities of this series and of like tenor for the 
unredeemed portion hereof will be issued in the name of the Holder hereof 
upon the cancellation hereof.
The Indenture contains provisions for defeasance of (a) the 
entire indebtedness of this Security and (b) certain restrictive covenants 
upon compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of this 
series may be declared due and payable in the manner and with the effect 
provided in the Indenture.  At any time after such declaration of 
acceleration with respect to Securities of any series has been made, but 
before a judgment or decree for payment of money has been obtained by 
the Trustee as provided in the Indenture, if all Events of Default with 
respect to Securities of this series have been cured or waived (other than 
the nonpayment of principal of the Securities which has become due solely 
by reason of such declaration of acceleration) then such declaration of 
acceleration and its consequences shall be automatically annulled and 
rescinded.
The Securities of this series are subject to redemption upon 
not less than 30 nor more than 60 days' notice to the Holders of Securities 
by first-class mail, at a price equal to the outstanding principal amount 
thereof, together with Additional Amounts, if any, and accrued interest, if 
any, to the Redemption Date if (a) the Company or the Guarantor satisfies 
the Trustee prior to the giving of such notice that it has or will become 
obligated to pay Additional Amounts as a result of either (i) any change in, 
or amendment to, the laws or regulations of a Taxing Jurisdiction, or any 
change in the application or interpretation of such laws or regulations, 
which change or amendment becomes effective on or after February 19, 
1998 or (ii) the issuance of definitive Registered Securities as a result of: 
(A) DTC having notified the Company and the Book-Entry Depositary that 
it was unwilling or unable to continue to hold the Book-Entry Interest or at 
any time ceasing to be a "clearing agency" registered as such under the 
Securities Exchange Act of 1934 and, in either case, a successor is not 
being appointed by the Company within 120 days; (B) the Book-Entry 
Depositary for the Securities of this series having notified the Company 
that it was unwilling or unable to continue as Book-Entry Depositary with 
respect to a Global security of this series and no successor Book-Entry 
Depositary having been appointed by the Company within 120 days or (C) 
an Event of Default with respect to the Securities of this series having 
occurred and being continuing and a Holder, in such circumstance, having 
requested in writing that a Global Bearer Security of this series be 
exchanged for one or more definitive Registered Securities and (b) such 
obligation cannot be avoided by the Company and the Guarantor taking 
reasonable measures available to it, subject, as provided in the Indenture, to 
the delivery by the Company or the Guarantor of an Officers Certificate 
that such obligation referred to in (a) cannot be avoided by the Company or 
the Guarantor taking reasonable measures available to it.
The Indenture permits, with certain exceptions as therein 
provided, the amendment thereof and the modification of the Indenture or 
any supplemental indenture or the rights and obligations of the Company 
and the rights of the Holders of the Securities of each series to be affected 
under the Indenture at any time by the Company and the Trustee with the 
consent of the Holders of a majority in aggregate principal amount of the 
Securities at the time Outstanding of all series to be affected (voting as a 
class).  The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the securities of each series at 
the time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions of the 
Indenture and certain past defaults under the Indenture and their 
consequences.  Any such consent or waiver by the Holder of this Security 
shall be conclusive and binding upon such Holder and upon all future 
Holders of this Security and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of 
this Security or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of, 
premium, if any, and interest, if any, on this Security at the times, place and 
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain 
limitations therein set forth, the transfer of this Security is registrable
in the 
Security Register, upon surrender of this Security for registration of 
transfer at the office or agency of the Company in any place where the 
principal of, premium, if any, and interest, if any, on this Security are 
payable, duly endorsed by, or accompanied by a written instrument of 
transfer in form satisfactory to the Company and the Security Registrar 
duly executed by the Holder hereof or his attorney duly authorized in 
writing, and thereupon one or more new Securities of this series and of like 
tenor, of authorized denominations and for the same aggregate principal 
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered 
form without coupons in denominations of $1,000 and any integral multiple 
thereof.  As provided in the Indenture and subject to certain limitations 
therein set forth, Securities of this series are exchangeable for a like 
aggregate principal amount of Securities of this series and of like tenor of a 
different authorized denomination, as requested by the Holder surrendering 
the same.
No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a sum 
sufficient to cover any tax or other governmental charge payable in 
connection therewith.
Prior to due presentment of this Security for registration of 
transfer, the Company, the Trustee and any agent of the Company or the 
Trustee may treat the Person in whose name this Security is registered as 
the owner hereof for all purposes, whether or not this Security be overdue, 
and neither the Company, the Trustee nor any such agent shall be affected 
by notice to the contrary.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or any 
other capacity, may become the owner or pledge of Securities of this series 
and may otherwise deal with the Company, its Subsidiaries or their 
respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, incorporator or 
Affiliate of the Company shall have any liability for any obligation of the 
Company under the Securities of this series or the Indenture or for any 
claim based on, in respect of or by reason of, such obligations or their 
creation.  Each Holder of the Securities of this series by accepting a 
Security of this series waives and releases all such liability.  The waiver and 
release are part of the consideration for the issuance of the Securities of 
this series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this Security.
Customary abbreviations may be used in the name of a 
Holder of a Securities of this series or an assignee, such as: TEN COM (= 
tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= 
joint tenants with right of survivorship and not as tenants in common), 
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the Company 
will cause CUSIP numbers to be printed on the Securities of this series as a 
convenience to the Holders of the Securities of this series.  No 
representation is made as to the accuracy of such numbers as printed on the 
Securities of this series and reliance may be placed only on the other 
identification numbers printed hereon.
This Security shall be governed by and construed in 
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a company duly incorporated and existing under the 
laws of England and Wales (the "Guarantor", which term includes any 
successor Person under the Indenture referred to in the Security on which 
this notation is endorsed), hereby fully and unconditionally guarantees to 
the Holder of the accompanying Security issued by Yorkshire Power 
Finance Limited (the "Company"), pursuant to the terms of the Guarantee 
contained in Article Fourteen of the Indenture, the due and punctual 
payment of the principal of, premium, if any, and interest in respect of this 
Security (and any Additional Amounts payable in respect thereof), when 
and as the same shall become due and payable, whether at Stated Maturity, 
by declaration of acceleration, call for redemption or otherwise, in 
accordance with the terms of this Security and the Indenture.  In case of 
the failure of the Company punctually to pay any such principal, premium, 
if any, or interest, the Guarantor hereby agrees to cause any such payment 
to be made punctually when and as the same shall become due and payable 
as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the Indenture 
are expressly set forth in Article Fourteen of the Indenture, and reference is 
hereby made to such Article and Indenture for the precise terms of the 
Guarantee.
THIS GUARANTEE SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon which 
this notation of the Guarantee is endorsed shall have been executed by the 
Trustee under the Indenture by the manual signature of one of its 
authorized officers.
YORKSHIRE POWER GROUP 
LIMITED

By:___________________________
____________
      Authorized Signatory

? Reference is made to Schedule A attached hereto with respect to 
decreases and increases in the aggregate principal amount of Securities
evidenced by this 
Certificate.
1232

 .continued from the preceding page
continued on the following page.
10

9



A - 15

A - 1
102978.6
B - 12

B - 1
102978.6

EXHIBIT 4.10

YORKSHIRE POWER FINANCE LIMITED, as Issuer
and
YORKSHIRE POWER GROUP LIMITED, as Guarantor
and
THE BANK OF NEW YORK,
as Trustee, Principal Paying Agent,
Registrar and Transfer Agent
and
BANQUE GENERALE DU LUXEMBOURG S.A.,
as Paying Agent and Transfer Agent
6.496% Series A Senior Notes due 2008
6.496% Series B Senior Notes due 2008
Second Supplemental Indenture
Dated as of February 25, 1998


SECOND  SUPPLEMENTAL INDENTURE, dated as of 
February 25, 1998 (this "Second Supplemental Indenture"), among 
YORKSHIRE POWER FINANCE LIMITED, a limited liability company 
organized under the laws of the Cayman Islands, as issuer (the 
"Company"), YORKSHIRE POWER GROUP LIMITED, a private limited 
company incorporated under the laws of England and Wales, as guarantor 
(the "Guarantor"), THE BANK OF NEW YORK, as Trustee, Principal 
Paying Agent, Registrar and Transfer Agent under the Original Indenture 
referred to below (the "Trustee") and BANQUE GENERALE DU 
LUXEMBOURG S.A., as Paying and Transfer Agent under the Original 
Indenture.
WITNESSETH:
WHEREAS, each of the Company and the Guarantor has 
heretofore executed and delivered to the Trustee an indenture dated as of 
February 1, 1998, as supplemented (hereinafter called the "Original 
Indenture"), to provide for the issuance from time to time of certain of its 
unsecured debentures, notes or other evidences of indebtedness (herein 
called the "Securities"), the form and terms of which are to be established 
as set forth in Sections 201 and 301 of the Original Indenture;
WHEREAS, Section 901 of the Original Indenture 
provides, among other things, that the Company, the Guarantor and the 
Trustee may enter into indentures supplemental to the Original Indenture 
for, among other things, the purpose of establishing the form and terms of 
the Securities of any series as permitted by Sections 201 and 301 of the 
Original Indenture and of appointing an Authenticating Agent with respect 
to the Securities of any series;
WHEREAS, the Company desires to create a series of the 
Securities in an aggregate principal amount of $300,000,000 to be 
designated the "6.496% Series A Senior Notes due 2008" and a series of 
the Securities in an aggregate principal amount of $300,000,000 to be 
designated the "6.496% Series B Senior Notes due 2008", and all action on 
the part of the Company necessary to authorize the issuance of these 
Securities under the Original Indenture and this Second Supplemental 
Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make such 
Securities, when executed by the Company and authenticated and delivered 
by the Trustee as in the Original Indenture provided, the valid and binding 
obligations of the Company and to constitute these presents a valid and 
binding supplemental indenture and agreement according to its terms, have 
been done and performed;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL 
INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance 
and purchase of the 2008 Securities (hereinafter defined) by the holders 
thereof and of the acceptance of this trust by the Trustee, each of the 
Company and the Guarantor covenants and agrees with the Trustee, for the 
equal benefit of holders of the 2008 Securities, as follows:
ARTICLE ONE
Definitions
The use of the terms and expressions herein is in accordance 
with the definitions, uses and constructions contained in the Original 
Indenture and the forms of Securities attached hereto as Exhibits A and B, 
respectively.  In addition, for all purposes of this Second Supplemental 
Indenture, except as otherwise expressly provided or unless the context 
otherwise expressly requires, the following terms shall have the respective 
meanings assigned to them as follows and shall be construed as if defined in 
Article One of the Original Indenture:
"Book-Entry Depositary" means The Bank of New York as 
designated by the Company in the Deposit Agreement until a successor 
shall have become such pursuant to the applicable provisions of the Deposit 
Agreement, and thereafter "Book-Entry Depositary" shall mean such 
successor Book-Entry Depositary or its nominee or the custodian of either.
"Definitive Registered 2008 Securities" means 2008 
Securities substantially in the form of Exhibit B to this Second 
Supplemental Indenture.
"Deposit Agreement" means the Deposit Agreement, dated 
as of February 1, 1998, among the Company, the Book-Entry Depositary 
and the holders and beneficial owners from time to time of interests in the 
Book-Entry Interests issued thereunder.
"DTC" means The Depository Trust Company, New York, 
New York, or its successors.
"Exchange Offer" means the offer that may be made 
pursuant to the Registration Rights Agreement by the Company to 
exchange Series B Securities and the Guarantee of the Series B Securities 
for the Series A Securities and the Guarantee of the Series A Securities.
"Global 2008 Securities" means Global Bearer Securities, 
evidencing the 2008 Securities, issued to the Book-Entry Depositary 
substantially in the form of Exhibit A to this Second Supplemental 
Indenture.
"Registration Rights Agreement" means the Registration 
Rights Agreement, dated February 25, 1998 among the Company, the 
Guarantor and the Initial Purchasers named therein as such agreement may 
be amended, modified or supplemented from time to time.
"Regulation S" means Regulation S under the Securities 
Act, as such Regulation may be amended from time to time, or under any 
similar rules or regulations hereafter adopted by the Commission.
"Restricted Securities Legend" means a legend substantially 
in the form of the legend contained in the form of Global 2008 Securities 
set forth in Exhibit A hereto.
"Restricted Security" means 2008 Securities that bear or are 
required to bear the Restricted Securities Legend.
"Rule 144A" means Rule 144A under the Securities Act, as 
such Rule may be amended from time to time, or under any similar rules or 
regulation hereafter adopted by the Commission.
 "Series A Securities" means the Company's 6.496% Series 
A Senior Notes due 2008, as authenticated and issued under this Indenture.
"Series B Securities" means the Company's 6.496% Series 
B Senior Notes due 2008, as authenticated and issued under this Indenture.
"2008 Securities" means, collectively, the Series A 
Securities and the Series B Securities.
ARTICLE TWO
Terms and Issuance of the 2008 Securities
SECTION 201.	Issue of Securities.  A series of 
Securities which shall be designated the "6.496% Series A Senior Notes 
due 2008" and a series of Securities shall be designated the "6.496% Series 
B Senior Notes due 2008" each shall be executed, authenticated and 
delivered in accordance with the provisions of, and shall in all respects be 
subject to, the terms, conditions and covenants of the Original Indenture 
and this Second Supplemental Indenture (including the forms of 2008 
Securities set forth in Exhibits A and B hereto).  The aggregate principal 
amount of the 2008 Securities which may be authenticated and delivered 
under the Second Supplemental Indenture shall not, except as permitted by 
the provisions of the Original Indenture, exceed $300,000,000.
SECTION 202.	Form of 2008 Securities; 
Incorporation of Terms.  The forms of the Global 2008 Securities and the 
Definitive Registered 2008 Securities shall be substantially in the forms of 
Exhibits A and B, respectively, attached hereto, the terms of which are 
herein incorporated by reference and which are part of this Second 
Supplemental Indenture.  Series A Securities offered and sold in their initial 
distribution in reliance on Rule 144A shall initially be issued in the form of 
one or more separate Global 2008 Securities (each, a "Rule 144A Global 
Security").  Series A Securities offered and sold in their initial distribution 
in reliance on Regulation S shall initially be issued in the form of one or 
more separate Global 2008 Securities (each, a "Regulation S Global 
Security").
SECTION 203.	Limitation on Liens.  The covenant 
provided by Section 1004 of the Original Indenture shall be applicable to 
the 2008 Securities.
SECTION 204.	Limitation on Sale and Lease-Back 
Transactions.  The covenant provided by Section 1005 of the Original 
Indenture shall be applicable to the 2008 Securities.
SECTION 205.	Guarantee.  The Guarantee provided 
by Article Fourteen of the Original Indenture shall be applicable to the 
2008 Securities.
SECTION 206.	Place of Payment.  The Place of 
Payment in respect of the 2008 Securities will be in The City of New York, 
initially the Corporate Trust Office of The Bank of New York, and, for so 
long as the 2008 Securities are listed on the Luxembourg Stock Exchange, 
in Luxembourg, initially the corporate trust office of Banque Generale du 
Luxembourg S.A., which at the date hereof, is located at 50 Avenue J. F. 
Kennedy, L-2951 Luxembourg.
SECTION 207.	Issuance of Global 2008 Securities.  
Each of the Series A Securities and the Series B Securities shall be issued 
as one or more Global 2008 Securities and delivered by the Trustee to the 
Book-Entry Depositary, as the Holder thereof, or a nominee or custodian 
therefor, to be held by the Book-Entry Depositary pursuant to the Deposit 
Agreement.  Definitive Registered 2008 Securities shall only be issued by 
the Company in exchange for the Global 2008 Securities in the 
circumstances set forth in the Global 2008 Securities.
SECTION 208.	Transfer Restrictions; Exchange 
Offer.
(a)	Transfer Restrictions.  Except as permitted by 
subsection (b) of this Section 208 or as otherwise determined by the 
Company as set forth below in this subsection (a), the 2008 Securities shall 
bear the Restricted Securities Legend and may not be transferred except in 
compliance with the Restricted Securities Legend unless otherwise 
determined by the Company in accordance with applicable law.  Unless 
with respect to the whole or any portion of any Restricted Security the 
Company determines otherwise in accordance with applicable law, the 
Restricted Securities Legend borne by such Restricted Security shall be 
removed by the Company (i) in the case of any Rule 144A Global Security 
or any Definitive Registered 2008 Security issued in exchange for an 
interest therein, upon presentation to the Trustee of such Restricted 
Security by the Holder thereof at any time on or after the occurrence of the 
"Resale Restriction Termination Date" on such Legend and (ii) in the case 
of any Regulation S Global Security or any Definitive Registered 2008 
Security issued in exchange for an interest therein, upon presentation to the 
Trustee of such Restricted Security by the Holder thereof at any time on or 
after the expiration of the "restricted period" (within the meaning of 
Regulation S) with respect to any such Security shall have occurred.
If a holder of a beneficial interest in a Rule 144A Global 
Security wishes at any time to transfer such interest to a Person who 
wishes to take delivery thereof in the form of a beneficial interest in a 
Regulation S Global Security, or if a holder of a beneficial interest in a 
Regulation S Global Security wishes at any time to transfer such interest to 
a Person who wishes to take delivery thereof in the form of a beneficial 
interest in a Rule 144A Global Security, upon receipt by the Trustee of (A) 
written instructions given in accordance with the rules and procedures of 
DTC (together with, as applicable, the rules and procedures of The 
Euroclear System and Cedel Bank, the "Applicable Procedures") from the 
applicable Participant directing the Book-Entry Depositary to cause to be 
credited to another account of a Participant a beneficial interest in such 
Regulation S Global Security or Rule 144A Global Security (as the case 
may be) equal to that of the beneficial interest in such Rule 144A Global 
Security or Regulation S Global Security (as the case may be) to be so 
transferred, (B) a written order given in accordance with the Applicable 
Procedures containing information regarding such other account, as well as 
the account of The Euroclear System or Cedel Bank (as the case may be) 
for which such other account is held, to be credited with, and the account 
of such applicable Participant to be debited for, such beneficial interest and 
(C) a certificate satisfactory to the Company, the Guarantor and the 
Trustee, as to such transfer's compliance with the registration requirements 
of the Securities Act, given by the transferor of such beneficial interest, the 
Trustee shall (1) reduce or increase (as the case may be) the principal 
amount of such Rule 144A Global Security, and increase or reduce (as the 
case may be) the principal amount of such Regulation S Global Security, in 
each case by an amount equal to the principal amount of the beneficial 
interest in such Rule 144A Global Security or Regulation S Global Security 
(as the case may be) to be so transferred, as evidenced by appropriate 
endorsements on Schedule A to each such Global Security, (2) instruct the 
Book-Entry Depositary to make a corresponding reduction or increase (as 
the case may be) to the Book-Entry Interests relating to such Global 
Security and (3) cause the Book-Entry Depositary to instruct DTC to 
credit and debit such beneficial interests to the respective accounts 
specified in the instructions referred to above.
(b)	Exchange of Series A Securities for Series B 
Securities.  The Company shall issue and the Trustee shall authenticate 
Series B Securities in exchange for Series A Securities accepted for 
exchange in the Exchange Offer as follows:
The Company shall present the Trustee with an Officers' 
Certificate certifying (i) that, upon issuance of the Series B 
Securities, the transactions contemplated by the Exchange 
Offer have been consummated and (ii) the aggregate 
principal amount of Series A Securities properly tendered in 
the Exchange Offer.
The Trustee, upon receipt of (i) such Officers' Certificate, 
(ii) an Opinion of Counsel (A) to the effect that the Series B Securities 
have been registered under the Securities Act and the Indenture has been 
qualified under the Trust Indenture Act and (B) with respect to the matters 
set forth in Section 3(m) of the Registration Rights Agreement and (iii) a 
Company Order, shall (A) authenticate 2008 Global Securities representing 
the Series B Securities in an aggregate principal amount equal to the 
aggregate principal amount of Series A Securities represented by a 2008 
Global Security indicated in such Officers' Certificate as having been 
properly tendered with terms substantially identical to such Series A 
Securities, and substantially in the form of Exhibit A hereto, except that 
such Series B Securities (x) shall not contain the Restricted Securities 
Legend and (y) will not provide for any increase in the interest rate thereon 
under the circumstances set forth in such Series A Securities and (B) 
deliver such Global 2008 Securities representing such Series B Securities 
to the Book-Entry Depositary in exchange for such Global 2008 Security 
representing such Series A Securities pursuant to the terms of the Deposit 
Agreement.
Notwithstanding anything, contained in the Indenture, the 
Series A Securities and the Series B Securities will vote and consent 
together on all matters as one class and will not have the right to vote or 
consent as a separate class in any matter.
SECTION 209.	Regular Record Date for the 2008 
Securities.  The Regular Record Date for the 2008 Securities shall be 15 
calendar days immediately prior to each Interest Payment Date.
ARTICLE THREE
Authenticating Agent; Book-Entry Depositary
SECTION 301.	Authenticating Agent; Book-Entry 
Depositary. The Bank of New York, a New York banking corporation, and 
its successors are hereby appointed Authenticating Agent and Book-Entry 
Depositary with respect to the 2008 Securities.
ARTICLE FOUR
Miscellaneous
SECTION 401.	Execution of Supplemental 
Indenture.  This Second Supplemental Indenture is executed and shall be 
construed as an indenture supplemental to the Original Indenture and, as 
provided in the Original Indenture, this Second Supplemental Indenture 
forms a part thereof.
SECTION 402.	Conflict with Trust Indenture Act.  If 
any provision hereof limits, qualifies or conflicts with another provision 
hereof which is required to be included in this Second Supplemental 
Indenture by any of the provisions of the Trust Indenture Act, such 
required provision shall control.
SECTION 403.	Effect of Headings.  The Article and 
Section headings herein are for convenience only and shall not affect the 
construction hereof.
SECTION 404.	Successors and Assigns.  All 
covenants and agreements in this Second Supplemental Indenture by each 
of the Company or the Guarantor shall bind its successors and assigns, 
whether so expressed or not.
SECTION 405.	Separability Clause.  In case any 
provision in this Second Supplemental Indenture or in the 2008 Securities 
shall be invalid, illegal or unenforceable, the validity, legality and 
enforceability of the remaining provisions shall not in any way be affected 
or impaired thereby.
SECTION 406.	Benefits of Second Supplemental 
Indenture.  Nothing in this Second Supplemental Indenture or in the 2008 
Securities, express or implied, shall give to any person, other than the 
parties hereto and their successors hereunder and the Holders, any benefit 
or any legal or equitable right, remedy or claim under this Second 
Supplemental Indenture.
SECTION 407.	Execution and Counterparts.  This 
Second Supplemental Indenture may be executed in any number of 
counterparts, each of which shall be deemed to be an original, but all such 
counterparts shall together constitute but one and the same instrument.


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


By				
		
    Title:

YORKSHIRE POWER 
GROUP LIMITED


By				
		
    Tile:

THE BANK OF NEW 
YORK,
as Trustee, Principal Paying 
Agent, Security Registrar and 
Transfer Agent


By				
		
    Title:

BANQUE GENERALE DU 
LUXEMBOURG S.A., as 
Paying Agent and Transfer 
Agent


By				
		
				    Title:

EXHIBIT A

{FORM OF FACE OF GLOBAL 2008 SECURITY}

[If the Global 2008 Security is a Restricted Security, 
insert the following legend---THIS SECURITY HAS NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), OR ANY STATE 
SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY 
INTEREST OR PARTICIPATION HEREIN MAY BE 
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, 
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE 
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH 
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 
AND ANY APPLICABLE STATE SECURITIES LAWS.  THE 
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH 
SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS 
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF 
AND THE LAST DATE ON WHICH YORKSHIRE POWER 
GROUP LIMITED (THE "GUARANTOR"), YORKSHIRE POWER 
FINANCE LIMITED (THE "ISSUER") OR ANY AFFILIATE OF 
THE GUARANTOR OR THE ISSUER WAS THE OWNER OF 
THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) 
(OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY 
RULE 144(k), OR ANY SUCCESSOR PROVISION THEREOF, 
UNDER THE SECURITIES ACT) (THE "RESALE RESTRICTION 
TERMINATION DATE") ONLY (A) TO THE GUARANTOR OR 
THE ISSUER, (B) PURSUANT TO AN EFFECTIVE 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 
(C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR 
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES 
ACT ("RULE 144A"), TO A PERSON IT REASONABLY 
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS 
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN 
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT 
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US 
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES 
WITHIN THE MEANING OF REGULATION S UNDER THE 
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER 
AVAILABLE EXEMPTION FROM THE REGISTRATION 
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE 
GUARANTOR'S, THE ISSUER'S AND THE TRUSTEE'S RIGHT 
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) 
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE 
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS 
OR OTHER INFORMATION SATISFACTORY TO EACH OF 
THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO 
REQUIRE THAT A CERTIFICATE IS COMPLETED AND 
DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AS TO 
COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER.  
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A 
HOLDER AFTER THE RESALE RESTRICTION TERMINATION 
DATE OR SUCH EARLIER TIME AS DETERMINED BY THE 
ISSUER IN ACCORDANCE WITH APPLICABLE LAW.
EACH HOLDER BY ITS ACCEPTANCE OF THIS 
SECURITY SHALL BE DEEMED TO HAVE AGREED TO BE 
BOUND BY THE PROVISIONS OF THE REGISTRATION 
RIGHTS AGREEMENT.]
THIS SECURITY IS A GLOBAL BEARER SECURITY 
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER 
REFERRED TO AND IS HELD BY A BOOK-ENTRY DEPOSITARY. 
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES HELD BY 
A PERSON OTHER THAN THE BOOK-ENTRY DEPOSITARY OR 
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES 
DESCRIBED IN THE INDENTURE.
UNLESS THIS GLOBAL BEARER SECURITY IS 
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
BOOK-ENTRY DEPOSITARY TO THE ISSUER OR ITS AGENT FOR 
EXCHANGE OR PAYMENT, AND ANY DEFINITIVE REGISTERED 
SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN 
WRITING BY THE BOOK-ENTRY DEPOSITARY, ANY TRANSFER, 
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE 
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE 
BEARER HEREOF, THE BOOK-ENTRY DEPOSITARY, HAS AN 
INTEREST HEREIN.
YORKSHIRE POWER FINANCE LIMITED
6.496% [Series A] [Series B] Senior Notes due 2008

No.  		$	?
		CUSIP 
No.________

YORKSHIRE POWER FINANCE LIMITED, a limited 
liability company incorporated under the laws of the Cayman Islands 
(herein called the "Company", which term includes any successor 
corporation under the Indenture hereinafter referred to), for value received, 
hereby promises to pay to the bearer upon surrender hereof, the principal 
sum of __________ Dollars* on ________________, and to pay interest 
thereon from _____________, or from the most recent Interest Payment 
Date to which interest has been paid or duly provided for, semi-annually on 
____________ and ____________ in each year, commencing 
________________, 199_, at the rate per annum provided in the title 
hereof, until the principal hereto is paid or made available for payment; 
[provided, however, that if an Event Date (as defined in the Registration 
Rights Agreement) occurs, interest will accrue on this Security at a rate of 
6.746% per annum from and including the day following the applicable 
Event Date to and including the date on which the event that has resulted 
in Additional Interest (as defined in the Registration Rights Agreement) 
being required to be paid has been cured pursuant to the terms of the 
Registration Rights Agreement.]  The interest so payable, and punctually 
paid or duly provided for, on any Interest Payment Date will, as provided 
in such Indenture, be paid to the bearer on such Interest Payment Date.  
Any such interest not so punctually paid or duly provided for will forthwith 
cease to be payable to the bearer on such Interest Payment Date and may 
be paid to the bearer hereof at the time of payment of such Defaulted 
Interest or be paid at any time in any other lawful manner not inconsistent 
with the requirements of any securities exchange on which the Securities of 
this series may be listed, and upon such notice as may be required by such 
exchange, all as more fully provided in said Indenture.
All payments in respect of this Security and all payments 
made pursuant to the Guarantee of this Security shall be made in 
immediately available funds at or through the office or agency of the 
Company maintained for that purpose in the Borough of Manhattan, The 
City of New York, and for so long as this Security shall be listed on the 
Luxembourg Stock Exchange, in Luxembourg, in such coin or currency of 
the United States of America as at the time of payment is legal tender for 
the payment of public and private debt.
All payments of principal of, and premium, if any, and 
interest in respect of this Security and all payments made pursuant to the 
Guarantee of this Security shall be made free and clear of, and without 
withholding or deduction for or on account of any present or future taxes, 
duties, assessments or governmental charges of whatever nature imposed, 
levied, collected, withheld or assessed by or within a Taxing Jurisdiction or 
by or within any political subdivision thereof or any authority therein or 
thereof having power to tax ("Gross-Up Taxes"), unless such withholding 
or deduction is required by law.  In the event of any such withholding or 
deduction, the Company shall pay to the Holder such additional amounts 
("Additional Amounts") as will result in the payment to such Holder of the 
amount that would otherwise have been due to such Holder in the absence 
of such withholding or deduction, except that no such Additional Amounts 
shall be payable:
(a)  to, or to a Person on behalf of, a Holder who is liable 
for such Gross-Up Taxes in respect of this Security or the 
Guarantee of this Security by reason of such Holder or beneficial 
owner having some connection with the relevant Taxing 
Jurisdiction (including being a citizen or resident or national of, or 
carrying on a business or maintaining a permanent establishment in, 
or being physically present in, such Taxing Jurisdiction) other than 
the mere holding of this Security or the receipt of principal of, and 
premium, if any, and interest in respect thereof or in respect of the 
Guarantee of this Security;
(b)  to, or to a Person on behalf of, a Holder who presents 
this Security (where presentation is required) for payment more 
than 30 days after the Relevant Date except to the extent that the 
Holder would have been entitled to such Additional Amounts on 
presenting this Security for payment on the last day of such period 
of 30 days;
(c)  to, or to a Person on behalf of, a Holder who presents 
this Security (where presentation is required) in a Taxing 
Jurisdiction;
(d)  to, or to a Person on behalf of, a Holder who would not 
be liable or subject to the withholding or deduction by making a 
declaration of nonresidence or similar claim for exemption to the 
relevant tax authority; or
(e)  to, or to a Person on behalf of, a Holder of a Registered 
Security that is not a Global Security issued pursuant to the request 
of owners of interests representing a majority in Outstanding 
principal amount of such Securities following and during the 
continuance of an Event of Default if such Holder (or any 
predecessor Holder) was one of such owners requesting that such 
Registered Securities be so issued.
Such Additional Amounts will also not be payable where, 
had the beneficial owner of the Security (or any interest therein) been the 
Holder of the Security, he would not have been entitled to payment of 
Additional Amounts by reason of any one or more of clauses (a) through 
(e) above.  If the Company or the Guarantor, as applicable, shall determine 
that Additional Amounts will not be payable because of the immediately 
preceding sentence, the Company or the Guarantor, as applicable, will 
inform such Holder promptly after making such determination setting forth 
the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date 
on which such payment first becomes due and (ii) if the full amount payable 
has not been received in The City of New York by the Book-Entry 
Depositary of the Trustee on or prior to such due date, the date on which, 
the full amount having been so received, notice to that effect shall have 
been given to the bearer hereof in accordance with the Indenture.
References to principal of, and premium or interest in 
respect of, this Security or any payments pursuant to the Guarantee of this 
Security shall be deemed to include any Additional Amounts which may be 
payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing payment of 
the Gross-Up Taxes.  Copies of such receipts shall be made available to the 
Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series will be 
published in a leading newspaper having general circulation in Luxembourg 
(which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE FURTHER 
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE 
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS 
PLACE.
Unless the certificate of authentication hereon has been 
executed by the Trustee referred to on the reverse hereof by manual 
signature, this Security shall not be entitled to any benefit under the 
Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this 
instrument to be duly executed by an authorized signatory of the Company.


					YORKSHIRE POWER FINANCE 
LIMITED


					By					
	
					    Authorized Signatory



CERTIFICATE OF AUTHENTICATION

		This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.

						THE BANK OF NEW 
YORK,
						as Trustee

					
	By_______________________
						    Authorized Signatory

Dated:


[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
6.496% [Series A] [Series B] Senior Notes due 2008
This Security is one of a duly authorized issue of securities 
of the Company (herein called the "Securities"), issued and to be issued in 
one or more series under an Indenture, dated as of February 1, 1998 
(herein called the "Original Indenture"), among the Company, Yorkshire 
Power Group Limited, as guarantor (the "Guarantor"), The Bank of New 
York, as trustee, principal paying agent, registrar and transfer agent (herein 
called the "Trustee", which term includes any successor trustee under the 
Indenture), and Banque Generale du Luxembourg S.A., as paying and 
transfer agent (the "Paying and Transfer Agent"), as supplemented by the 
Second Supplemental Indenture, dated as of February 25, 1998 (together 
with the Original Indenture and any other supplements thereto, the 
"Indenture"), among the Company, the Guarantor, the Trustee and the 
Paying and Transfer Agent to which Indenture and all indentures 
supplemental thereto reference is hereby made for a statement of the 
respective rights, limitations of rights, duties and immunities thereunder of 
the Company, the Guarantor, the Trustee, the Paying and Transfer Agent 
and the Holders of the Securities and of the terms upon which the 
Securities are, and are to be, authenticated and delivered.  This Security is 
one of the series designated on the face hereof, limited in aggregate 
principal amount to $300,000,000.
The Securities of this series will be redeemable in whole or 
in part, at the option of the Company at any time, at a redemption price 
equal to the greater of (i) 100% of the principal amount of the Securities of 
this series being redeemed and (ii) the sum of the present values of the 
remaining scheduled payments of principal of and interest on the Securities 
of this series being redeemed (excluding the portion of any such interest 
accrued to the date of redemption) discounted (for the purpose of 
determining present value) to the date of redemption on a semi-annual basis 
(assuming a 360-day year consisting of twelve 30-day months) at a 
discount rate equal to the Treasury Yield plus twenty (20) basis points, 
plus, in either case, accrued interest thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption 
date, the rate per annum equal to the semi-annual equivalent yield to 
maturity of the Comparable Treasury Issue, assuming a price for the 
Comparable Treasury Issue (expressed as a percentage of its principal 
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States 
Treasury security selected by an Independent Investment Banker as having 
a maturity comparable to the remaining term of such Securities of this 
series to be redeemed that would be utilized, at the time of selection and in 
accordance with customary financial practice, in pricing new issues of 
corporate debt securities of comparable maturity to the remaining term of 
the Securities of this series.
"Comparable Treasury Price" means, with respect to any 
redemption date, (i) the average of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount) on the third Business Day preceding such redemption 
date, as set forth in the daily statistical release (or any successor release) 
published by the Federal Reserve Bank of New York and designated 
"Composite 3:30 p.m. Quotations for US Government Securities" or (ii) if 
such release (or any successor release) is not published or does not contain 
such prices on such business day, the Reference Treasury Dealer Quotation 
for such redemption date.
"Independent Investment Banker" means an independent 
investment banking institution of national standing appointed by the 
Company and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect 
to the Reference Treasury Dealer and any redemption date, the average, as 
determined by the Company, of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount and quoted in writing to the Company by such Reference 
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such 
redemption date).
"Reference Treasury Dealer" means a primary United States 
government securities dealer in New York City appointed by the Company 
and reasonably acceptable to the Trustee.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the date 
fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities of this series for redemption will be made 
by the Trustee in any manner the Trustee deems fair and appropriate and 
that complies with applicable legal and securities exchange requirements.
Unless the Company defaults in payment of the redemption 
price, from and after the redemption date, the Securities of this series or 
portions thereof called for redemption will cease to bear interest, and the 
Holders thereof will have no right in respect to such Securities of this series 
except the right to receive the redemption price thereof.
In the event of redemption of this Security in part only, a 
new Security of this series and of like tenor for the unredeemed portion 
hereof will be issued to the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance of (a) the 
entire indebtedness of this Security and (b) certain restrictive covenants 
upon compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of this 
series may be declared due and payable in the manner and with the effect 
provided in the Indenture.  At any time after such declaration of 
acceleration with respect to Securities of any series has been made, but 
before a judgment or decree for payment of money has been obtained by 
the Trustee as provided in the Indenture, if all Events of Default with 
respect to Securities of this series have been cured or waived (other than 
the non-payment of principal of the Securities which has become due solely 
by reason of such declaration of acceleration) then such declaration of 
acceleration and its consequences shall be automatically annulled and 
rescinded.
The Securities of this Series are subject to redemption in 
whole but not in part upon not less than 30 nor more than 60 days' notice 
given as provided in the Indenture, at a price equal to the outstanding 
principal amount thereof, together with Additional Amounts, if any, and 
accrued interest, if any, to the Redemption Date if, (a) the Company or the 
Guarantor satisfies the Trustee prior to the giving of such notice that it has 
or will become obligated to pay Additional Amounts as a result of either (i) 
any change in, or amendment to, the laws or regulations of a Taxing 
Jurisdiction, or any change in the application or interpretation of such laws 
or regulations, which change or amendment becomes effective on or after 
February 19, 1998 or (ii) the issuance of Definitive Registered 2008 
Securities pursuant to any of clauses (a), (b) or (d) of the third following 
paragraph and (b) such obligation cannot be avoided by the Company or 
the Guarantor taking reasonable measures available to it, subject, as 
provided in the Indenture, to the delivery by the Company or the Guarantor 
of an Officers' Certificate stating that such obligation to pay Additional 
Amounts cannot be avoided by the Company or the Guarantor taking 
reasonable measures available to it.
The Indenture permits, with certain exceptions as therein 
provided, the amendment thereof and the modification of the Indenture or 
any supplemental indenture or the rights and obligations of the Company 
and the rights of the Holders of the Securities of each series to be affected 
under the Indenture at any time by the Company and the Trustee with the 
consent of the Holders of a majority in aggregate principal amount of the 
Securities at the time Outstanding of all series to be affected (voting as a 
class).  The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the Securities of each series at 
the time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions of the 
Indenture and certain past defaults under the Indenture and their 
consequences.  Any such consent or waiver by the Holder of this Security 
shall be conclusive and binding upon such Holder and upon all future 
Holders of this Security and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of 
this Security or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of, and 
premium, if any, and interest in respect of this Security and all payments 
made pursuant to the Guarantee of this Security at the times, place and 
rate, and in the coin or currency, herein prescribed.
This Security shall be exchangeable, in whole or in the case 
of clause (d) below, in part as provided in the Indenture, for Definitive 
Registered 2008 Securities registered in the names of Persons other than 
the Book-Entry Depositary with respect to such series or its nominee only 
as provided in this paragraph.  This Security shall be so exchangeable if (a) 
DTC notifies the Company and the Book-Entry Depositary that it is 
unwilling or unable to continue to hold the Book-Entry Interests or at any 
time ceases to be a "clearing agency" registered as such under the 
Exchange Act and in either case, a successor is not appointed by the 
Company within 120 days, (b) the Book-Entry Depositary for the 
Securities of this series notifies the Company that it is unwilling or unable 
to continue as Book-Entry Depositary with respect to this Security and no 
successor is appointed within 120 days, (c) the Company executes and 
delivers to the Trustee an Officers' Certificate providing that this Security 
shall be so exchangeable, (d) there shall have occurred and be continuing 
an Event of Default with respect to the Securities of this series and the 
Holder, in such circumstance, shall have requested in writing that this 
Security be exchanged for one or more Definitive Registered 2008 
Securities of this series or (e) while this Security is subject to the transfer 
restrictions set forth in the Restricted Securities Legend hereon, the Book-
Entry Interests cease to be eligible for DTC services because this Security 
is neither (i) rated in one of the top four categories by a nationally 
recognized statistical rating organization nor (ii) included within a self-
regulatory organization system approved by the Commission for the 
reporting of quotations and trade information of securities eligible for trade 
pursuant to Rule 144A, such as the PORTAL system.  Securities so issued 
in exchange for this Security shall be of the same series, having the same 
interest rate, if any, and maturity and having the same terms as this 
Security, in authorized denominations and in the aggregate having the same 
principal amount as this security and registered in such names as the Book-
Entry Depositary for this Security shall direct.
The bearer of this Security shall be treated as the owner of it 
for all purposes, subject to the terms of the Indenture.  As provided in the 
Indenture and subject to certain limitations therein set forth, Securities of 
this series are exchangeable for a like aggregate principal amount of 
Securities of this series and of like tenor of a different authorized 
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such exchange, but 
the Company may require payment of a sum sufficient to cover any tax or 
other governmental charge payable in connection therewith.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or any 
other capacity, may become the owner or pledge of Securities of this series 
and may otherwise deal with the Company, the Guarantor or their 
respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, incorporator or 
Affiliate of the Company or the Guarantor under the Securities of this 
series or the Indenture or for any claim based on, in respect of or by reason 
of, such obligations of their creation.  Each Holder of the Securities of this 
series by accepting Securities this series waives and releases all such 
liability.  The waiver and release are part of the consideration for the 
issuance of the Securities of this series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this Security.
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the Company 
will cause CUSIP numbers to be printed on the Securities of this series as a 
convenience to the Holders of the Securities of this series.  No 
representation is made as to the accuracy of such numbers as printed on the 
Securities of this series and reliance may be placed only on the other 
identification numbers printed hereon.
This Security shall be governed by and construed in 
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a private limited company duly incorporated and 
existing under the laws of England and Wales (the "Guarantor", which term 
includes any successor Person under the Indenture referred to in the 
Security on which this notation is endorsed), hereby fully and 
unconditionally guarantees to the Holder of the accompanying Security 
issued by Yorkshire Power Finance Limited (the "Company"), pursuant to 
the terms of the Guarantee contained in Article Fourteen of the Indenture, 
the due and punctual payment of the principal of, and premium, if any, and 
interest in respect of this Security (and any Additional Amounts payable in 
respect thereof), when and as the same shall become due and payable, 
whether at Stated Maturity, by declaration of acceleration, call for 
redemption or otherwise, in accordance with the terms of this Security and 
the Indenture.  In case of the failure of the Company punctually to pay any 
such principal, premium, if any, or interest, the Guarantor hereby agrees to 
cause any such payment to be made punctually when and as the same shall 
become due and payable as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the Indenture 
are expressly set forth in Article Fourteen of the Indenture, and reference is 
hereby made to such Article and Indenture for the precise terms of the 
Guarantee.
THIS GUARANTEE SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon which 
this notation of the Guarantee is endorsed shall have been executed by the 
Trustee under the Indenture by the manual signature of one of its 
authorized officers.
YORKSHIRE POWER GROUP 
LIMITED

By:___________________________
____________
      Authorized Signatory

SCHEDULE A

SCHEDULE OF ADJUSTMENTS


		The initial aggregate principal amount of Securities 
evidenced by the Certificate to which this Schedule is attached is 
__________.  The notations on the following table evidence decreases and 
increases in the aggregate principal amount of Securities evidenced by 
such Certificate.

  Date of	Decrease in	Increase in	Aggregate Principal	     
Notation by
Adjustment	Aggregate	Aggregate	Amount of Securities
	Security Registrar
		 Principal	 Principal	Remaining After Such
		Amount of	Amount of	Decrease or Increase
		 Securities	 Securities



EXHIBIT B

[FORM OF FACE OF DEFINITIVE REGISTERED 2008 SECURITY]
[If the Definitive Registered 2008 Security is a Restricted Security, 
insert the Restricted Securities Legend set forth in Exhibit A hereto.]
YORKSHIRE POWER FINANCE LIMITED
6.496% [Series A] [Series B] Senior Notes due 2008
No. _______________
	$___________
________
	CUSIP 
No.:__________
YORKSHIRE POWER FINANCE LIMITED, a limited 
liability company incorporated under the laws of the Cayman Islands 
(herein called the "Company", which term includes any successor 
corporation under the Indenture hereinafter referred to), for value received, 
hereby promises to pay to[name of registered owner], or its registered 
assigns, the principal sum of _______________ Dollars on 
______________________, and to pay interest thereon from 
____________________, or from the most recent Interest Payment Date 
to which interest has been paid or duly provided for, semi-annually on 
__________ and _____________ in each year, commencing 
_______________, 199_, at the rate per annum provided in the title 
hereof, until the principal hereof is paid or made available for payment; 
[provided, however, that if an Event Date (as defined in the Registration 
Rights Agreement) occurs, interest will accrue on this Security at a rate of 
___% per annum from and including the day following the applicable Event 
Date to and including the date on which the event that has resulted in 
Additional Interest (as defined in the Registration Rights Agreement) being 
required to be paid has been cured pursuant to the terms of the 
Registration Rights Agreement.]  The interest so payable, and punctually 
paid or duly provided for, on any Interest Payment Date will, as provided 
in such Indenture, be paid to the Person in whose name this Security (or 
one or more Predecessor Securities) is registered at the close of business 
on the Regular Record Date for such interest, which shall be the fifteenth 
day (whether or not a Business Day) immediately preceding such Interest 
Payment Date.  Any such interest not so punctually paid or duly provided 
for will forthwith cease to be payable to the Person in whose name this 
Security (or one or more Predecessor Securities) is registered on such 
Regular Record Date and may be paid to the Person in whose name this 
Security (or one or more Predecessor Securities) is registered at the close 
of business on a Special Record Date for the payment of such Defaulted 
Interest to be fixed by the Trustee, notice whereof shall be given to Holders 
of Securities of this series not less than 10 days prior to such Special 
Record Date, or be paid at any time in any other lawful manner not 
inconsistent with the requirements of any securities exchange on which the 
Securities of this series may be listed, and upon such notice as may be 
required by such exchange, all as more fully provided in said Indenture.
All payments in respect of this Security and all payments 
made pursuant to the Guarantee of this Security shall be made at the office 
or agency of the Company maintained for that purpose in the Borough of 
Manhattan, The City of New York, and for so long as this Security shall be 
listed on the Luxembourg Stock Exchange, in Luxembourg, in such coin or 
currency of the United States of America as at the time of payment is legal 
tender for the payment of public and private debt; provided, however, that 
at the option of the Company, payment of interest may be made by check 
mailed to the address of the Person entitled thereto as such address shall 
appear in the Security Register.
All payments of principal of, premium, if any, and interest in 
respect of this Security and all payments made pursuant to the Guarantee 
of this Security shall be made free and clear of, and without withholding or 
deduction for or on account of any present or future taxes, duties, 
assessments or governmental charges of whatever nature imposed, levied, 
collected, withheld or assessed by or within a Taxing Jurisdiction or by or 
within any political subdivision thereof or any authority therein or thereof 
having power to tax ("Gross-Up Taxes"), unless such withholding or 
deduction is required by law.  In the event of any such withholding or 
deduction, the Company shall pay to the Holder such additional amounts 
("Additional Amounts") as will result in the payment to such Holder of the 
amount that would otherwise have been due to such Holder in the absence 
of such withholding or deduction, except that no such Additional Amounts 
shall be payable:
(a) to, or to a Person on 
behalf of, a Holder who is liable for such Gross-Up Taxes in respect 
of this Security or the Guarantee of this Security by reason of such 
Holder having some connection with the relevant Taxing 
Jurisdiction (including a citizen or resident or national of, or 
carrying on a business or maintaining a permanent establishment in, 
or being physically present in, such Taxing Jurisdiction) other than 
the mere holding of this Security or the receipt of principal of, 
premium, if any, and interest in respect thereof or in respect of the 
Guarantee of this Security;
(b) to, or to a Person on 
behalf of, a Holder who presents this Security (where presentation 
is required) for payment more than 30 days after the Relevant Date 
except to the extent that the Holder would have been entitled to 
such Additional Amounts on presenting this Security for payments 
on the last day of such period of 30 days;
(c) to, or to a Person on 
behalf of, a Holder who presents a Security (where presentation is 
required) in a Taxing Jurisdiction;
(d) to, or to a Person on 
behalf of, a Holder who would not be liable or subject to the 
withholding or deduction by making a declaration of nonresidence 
or similar claim for exemption to the relevant tax authority; or
(e) to, or to a Person on 
behalf of, a Holder of a definitive Registered Security issued 
pursuant to the request of owners of interests representing a 
majority in outstanding principal amount in the Book-Entry Interest 
following and during the continuance of an Event of Default if such 
Holder (or any predecessor Holder) was one of such owners 
requesting that definitive Registered Securities be so issued.
Such Additional Amounts will also not be payable where, 
had the beneficial owner of the Security (or any interest therein) been the 
Holder of the Security, he would not have been entitled to payment of 
Additional Amounts by reason of any one or more of clauses (a) through 
(e) above.  If the Company or the Guarantor, as applicable, shall determine 
that Additional Amounts will not be payable because of the immediately 
preceding sentence, the Company or the Guarantor, as applicable, will 
inform such Holder promptly after making such determination setting forth 
the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date 
on which such payment first becomes due and (ii) if the full amount payable 
has not been received in The City of New York by the Trustee or the 
Holder on or prior to such due date, the date on which, the full amount 
having been so received, notice to that effect shall have been given to the 
Holder in accordance with this Indenture.
References to principal of, and premium or interest in 
respect of, this Security or payments under the Guarantee of this Security 
shall be deemed to include to any Additional Amounts which may be 
payable as set forth in the Indenture or in this Security.
The Company shall furnish to the Trustee the official 
receipts (or a certified copy of the official receipts) evidencing payment of 
Gross-Up Taxes.  Copies of such receipts shall be made available to the 
Holder of this Security upon request.
So long as the Securities of this series are listed on the 
Luxembourg Stock Exchange and the rules of the Luxembourg Stock 
Exchange so require, notices to Holders of Securities of this series will be 
published in a leading newspaper having general circulation in Luxembourg 
(which is expected to be the Luxemburger Wort).
REFERENCE IS HEREBY MADE TO THE FURTHER 
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE 
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS 
PLACE.
Unless the certificate of authentication hereon has been 
executed by the Trustee referred to on the reverse hereof by manual 
signature, this Security shall not be entitled to any benefit under the 
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this 
instrument to be duly executed by an authorized signatory of the Company.
	YORKSHIRE POWER 
FINANCE
	LIMITED



	By		
		[Title]




CERTIFICATE OF AUTHENTICATION


		This is one of the Securities of the series designated herein 
and referred to in the within-mentioned Indenture.

						THE BANK OF NEW 
YORK,
						as Trustee

					
	By__________________________
						    Authorized Signatory

Dated:



[Form of Reverse of Security]

YORKSHIRE POWER FINANCE LIMITED
___% [Series A] [Series B] Senior Notes due 2008
This Security is one of a duly authorized issue of securities 
of the Company (herein called the "Securities"), issued and to be issued in 
one or more series under an Indenture, dated as of February 1, 1998 
(herein called the "Original Indenture"), among the Company, Yorkshire 
Power Group Limited, as guarantor (the "Guarantor"), The Bank of New 
York, as trustee, principal paying agent, registrar and transfer agent (herein 
called the "Trustee", which term includes any successor trustee under the 
Indenture), and Banque Generale du Luxembourg S.A., as paying and 
transfer agent (the "Paying and Transfer Agent"), as supplemented by the 
Second Supplemental Indenture, dated as of February 25, 1998 (together 
with the Original Indenture and any other supplements thereto, the 
"Indenture") among the Company, the Guarantor, the Trustee and the 
Paying and Transfer Agent to which Indenture and all indentures 
supplemental thereto reference is hereby made for a statement of the 
respective rights, limitations of rights, duties and immunities thereunder of 
the Company, the Guarantor, the Trustee, the Paying and Transfer Agent 
and the Holders of the Securities and of the terms upon which the 
Securities are, and are to be, authenticated and delivered.  This Security is 
one of the series designated on the face hereof, limited in aggregate 
principal amount to $300,000,000.
The Securities of this series will be redeemable in whole or 
in part, at the option of the Company at any time, at a redemption price 
equal to the greater of (i) 100% of the principal amount of the Securities of 
this series being redeemed and (ii) the sum of the present values of the 
remaining scheduled payments of principal of and interest on the Securities 
of this series being redeemed (excluding the portion of any such interest 
accrued to the date of redemption) discounted (for the purpose of 
determining present value) to the date of redemption on a semiannual basis 
(assuming a 360-day year consisting of twelve 30-day months) at a 
discount rate equal to the Treasury Yield plus twenty (20) basis points, 
plus, in either case, accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption 
date, the rate per annum equal to the semiannual equivalent yield to 
maturity of the Comparable Treasury Issue, assuming a price for the 
Comparable Treasury Issue (expressed as a percentage of its principal 
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States 
Treasury security selected by an Independent Investment Banker as having 
a maturity comparable to the remaining term of such Securities of this 
series to be redeemed that would be utilized, at the time of selection and in 
accordance with customary financial practice, in pricing new issues of 
corporate debt securities of comparable maturity to the remaining term of 
the Securities of this series.
"Comparable Treasury Price" means, with respect to any 
redemption date, (i) the average of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount) on the third Business Day preceding such redemption 
date, as set forth in the daily statistical release (or any successor release) 
published by the Federal Reserve Bank of New York and designated 
"Composite 3:30 p.m. Quotations for US Government Securities" or (ii) if 
such release (or any successor release) is not published or does not contain 
such prices on such Business Day, the Reference Treasury Dealer 
Quotation for such redemption date.
"Independent Investment Banker" means an independent 
investment banking institution of national standing appointed by the 
Company and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotations" means, with 
respect to the Reference Treasury Dealer and any redemption date, the 
average, as determined by the Company, of the bid and asked prices for the 
Comparable Treasury Issue (expressed in each case as a percentage of its 
principal amount and quoted in writing to the Trustee by such Reference 
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such 
redemption date).
"Reference Treasury Dealer" means a primary US 
government securities dealer in New York City appointed by the Company 
and reasonably acceptable to the Trustee.
Notice of redemption shall be given as provided in the 
Indenture not less than 30 days nor more than 60 days prior to the date 
fixed for redemption.
If fewer than all the Securities of this series are to be 
redeemed, selection of Securities for redemption will be made by the 
Trustee in any manner the Trustee deems fair and appropriate and that 
complies with applicable legal and securities exchange requirements.
Unless the Company defaults in payment of the redemption 
price, from and after the redemption date, the Securities of this series or 
portions thereof called for redemption will cease to bear interest, and the 
Holders thereof will have no right in respect to such Securities of this series 
except the right to receive the redemption price thereof.
In the event of redemption of this security in part only, a 
new Security or Securities of this series and of like tenor for the 
unredeemed portion hereof will be issued in the name of the Holder hereof 
upon the cancellation hereof.
The Indenture contains provisions for defeasance of (a) the 
entire indebtedness of this Security and (b) certain restrictive covenants 
upon compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this 
series shall occur and be continuing, the principal of the Securities of this 
series may be declared due and payable in the manner and with the effect 
provided in the Indenture.  At any time after such declaration of 
acceleration with respect to Securities of any series has been made, but 
before a judgment or decree for payment of money has been obtained by 
the Trustee as provided in the Indenture, if all Events of Default with 
respect to Securities of this series have been cured or waived (other than 
the nonpayment of principal of the Securities which has become due solely 
by reason of such declaration of acceleration) then such declaration of 
acceleration and its consequences shall be automatically annulled and 
rescinded.
The Securities of this series are subject to redemption upon 
not less than 30 nor more than 60 days' notice to the Holders of Securities 
by first-class mail, at a price equal to the outstanding principal amount 
thereof, together with Additional Amounts, if any, and accrued interest, if 
any, to the redemption date if (a) the Company satisfies the Trustee prior 
to the giving of such notice that it has or will become obligated to pay 
Additional Amounts as a result of either (i) any change in, or amendment 
to, the laws or regulations of a Taxing Jurisdiction, or any change in the 
application or interpretation of such laws or regulations, which change or 
amendment becomes effective on or after February 19, 1998, or (ii) the 
issuance of definitive Registered Securities as a result of: (A) DTC having 
notified the Company and the Book-Entry Depositary that it was unwilling 
or unable to continue to hold the Book-Entry Interest or at any time 
ceasing to be a "clearing agency" registered as such under the Securities 
Exchange Act of 1934 and, in either case, a successor is not being 
appointed by the Company within 120 days; (B) the Book-Entry 
Depositary for the Securities of this series having notified the Company 
that it was unwilling or unable to continue as Book-Entry Depositary with 
respect to a Global security of this series and no successor Book-Entry 
Depositary having been appointed by the Company within 120 days or (C) 
an Event of Default with respect to the Securities of this series having 
occurred and being continuing and a Holder, in such circumstance, having 
requested in writing that a Global Bearer Security of this series be 
exchanged for one or more definitive Registered Securities and (b) such 
obligation cannot be avoided by the Company taking reasonable measures 
available to it, subject, as provided in the Indenture, to the delivery by the 
Company of an Officers Certificate that such obligation referred to in (a) 
cannot be avoided by the Company taking reasonable measures available to 
it.
The Indenture permits, with certain exceptions as therein 
provided, the amendment thereof and the modification of the Indenture or 
any supplemental indenture or the rights and obligations of the Company 
and the rights of the Holders of the Securities of each series to be affected 
under the Indenture at any time by the Company and the Trustee with the 
consent of the Holders of a majority in aggregate principal amount of the 
Securities at the time Outstanding of all series to be affected (voting as a 
class).  The Indenture also contains provisions permitting the Holders of 
specified percentages in principal amount of the securities of each series at 
the time Outstanding, on behalf of the Holders of all Securities of such 
series, to waive compliance by the Company with certain provisions of the 
Indenture and certain past defaults under the Indenture and their 
consequences.  Any such consent or waiver by the Holder of this Security 
shall be conclusive and binding upon such Holder and upon all future 
Holders of this Security and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of 
this Security or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of, 
premium, if any, and interest, in respect of this Security and all payments 
made pursuant to the Guarantee of this Security at the times, place and 
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain 
limitations therein set forth, the transfer of this Security is registrable
in the 
Security Register, upon surrender of this Security for registration of 
transfer at the office or agency of the Company in any place where the 
principal of, premium, if any, and interest, if any, on this Security are 
payable, duly endorsed by, or accompanied by a written instrument of 
transfer in form satisfactory to the Company and the Security Registrar 
duly executed by the Holder hereof or his attorney duly authorized in 
writing, and thereupon one or more new Securities of this series and of like 
tenor, of authorized denominations and for the same aggregate principal 
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered 
form without coupons in denominations of $1,000 and any integral multiple 
thereof.  As provided in the Indenture and subject to certain limitations 
therein set forth, Securities of this series are exchangeable for a like 
aggregate principal amount of Securities of this series and of like tenor of a 
different authorized denomination, as requested by the Holder surrendering 
the same.
No service charge shall be made for any such registration of 
transfer or exchange, but the Company may require payment of a sum 
sufficient to cover any tax or other governmental charge payable in 
connection therewith.
Prior to due presentment of this Security for registration of 
transfer, the Company, the Trustee and any agent of the Company or the 
Trustee may treat the Person in whose name this Security is registered as 
the owner hereof for all purposes, whether or not this Security be overdue, 
and neither the Company, the Trustee nor any such agent shall be affected 
by notice to the contrary.
When a successor assumes all the obligations of its 
predecessor under the Securities of this series and the Indenture in 
accordance with the terms of the Indenture, the predecessor will be 
released from those obligations.
The Trustee under the Indenture, in its individual or any 
other capacity, may become the owner or pledge of Securities of this series 
and may otherwise deal with the Company, its Subsidiaries or their 
respective Affiliates as if it were not the Trustee.
No stockholder, director, officer, employee, incorporator or 
Affiliate of the Company shall have any liability for any obligation of the 
Company under the Securities of this series or the Indenture or for any 
claim based on, in respect of or by reason of, such obligations or their 
creation.  Each Holder of the Securities of this series by accepting a 
Security of this series waives and releases all such liability.  The waiver and 
release are part of the consideration for the issuance of the Securities of 
this series.
This Security shall not be valid until the Trustee or 
authenticating agent signs the certificate of authentication on this Security.
Customary abbreviations may be used in the name of a 
Holder of a Securities of this series or an assignee, such as: TEN COM (= 
tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= 
joint tenants with right of survivorship and not as tenants in common), 
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the Company 
will cause CUSIP numbers to be printed on the Securities of this series as a 
convenience to the Holders of the Securities of this series.  No 
representation is made as to the accuracy of such numbers as printed on the 
Securities of this series and reliance may be placed only on the other 
identification numbers printed hereon.
This Security shall be governed by and construed in 
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the 
Indenture shall have the meanings assigned to them in the Indenture.
GUARANTEE

FOR VALUE RECEIVED, YORKSHIRE POWER 
GROUP LIMITED, a company duly incorporated and existing under the 
laws of England and Wales (the "Guarantor", which term includes any 
successor Person under the Indenture referred to in the Security on which 
this notation is endorsed), hereby fully and unconditionally guarantees to 
the Holder of the accompanying Security issued by Yorkshire Power 
Finance Limited (the "Company"), pursuant to the terms of the Guarantee 
contained in Article Fourteen of the Indenture, the due and punctual 
payment of the principal of, premium, if any, and interest in respect of this 
Security (and any Additional Amounts payable in respect thereof), when 
and as the same shall become due and payable, whether at Stated Maturity, 
by declaration of acceleration, call for redemption or otherwise, in 
accordance with the terms of this Security and the Indenture.  In case of 
the failure of the Company punctually to pay any such principal, premium, 
if any, or interest, the Guarantor hereby agrees to cause any such payment 
to be made punctually when and as the same shall become due and payable 
as if such payment were made by the Company.
The obligations of the Guarantor to the Holders of the 
Securities and to the Trustee pursuant to the Guarantee and the Indenture 
are expressly set forth in Article Fourteen of the Indenture, and reference is 
hereby made to such Article and Indenture for the precise terms of the 
Guarantee.
THIS GUARANTEE SHALL BE GOVERNED BY 
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF NEW YORK.
The Guarantee shall not be valid or obligatory for any 
purpose until the certificate of authentication on the Security upon which 
this notation of the Guarantee is endorsed shall have been executed by the 
Trustee under the Indenture by the manual signature of one of its 
authorized officers.
YORKSHIRE POWER GROUP 
LIMITED


By:___________________________
__________
      Authorized Signatory

? Reference is made to Schedule A attached hereto with respect to 
decreases and increases in the aggregate principal amount of Securities 
evidenced by this certificate.

532

 .continued from the preceding page
continued on the following page.
10

	5



A - 13

A - 1

B - 7

B - 1

EXHIBIT 4.11

DEPOSIT AGREEMENT
BETWEEN
THE BANK OF NEW YORK,
as Book-Entry Depositary
and
YORKSHIRE POWER FINANCE LIMITED
Dated as of February 1, 1998
	


TABLE OF CONTENTS


Page

ARTICLE I Definitions and Other General Provisions	1
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	3
ARTICLE II Book-Entry Interests	4
Section 2.01.	Deposit of the Global Senior Notes	4
Section 2.02.	Book-Entry System	4
Section 2.03.	Registration of Transfer of the Book-Entry Interests	4
Section 2.04.	Transfer or Exchange of Global Senior Notes	5
Section 2.05.	Issuance of Definitive Registered Senior Notes in Respect 
of the Senior Notes	5
Section 2.06.	Redemption of the Senior Notes	7
Section 2.07.	Cancellation	7
Section 2.08.	Payments in Respect of the Book-Entry Interests and the 
Global Senior Notes	7
Section 2.09.	Change in Principal Amount of Global Senior Notes	8
Section 2.10.	Record Date	8
Section 2.11.	Action in Respect of the Book-Entry Interests or the Global 
Senior Notes	8
Section 2.12.	Reports	9
Section 2.13.	Additional Amounts	9
Section 2.14.	Changes Affecting Global Senior Notes	10
ARTICLE III The Book-Entry Depositary	10
Section 3.01.	Certain Duties and Responsibilities	10
Section 3.02.	Events of Default	11
Section 3.03.	Certain Rights of Book-Entry Depositary	11
Section 3.04.	Not Responsible for Recitals or Issuance of Senior Notes	12
Section 3.05.	Money Held in Trust	12
Section 3.06.	Compensation and Reimbursement	13
Section 3.07.	Book-Entry Depositary Required; Eligibility	14
Section 3.08.	Resignation and Removal; Appointment of Successor	14
Section 3.09.	Acceptance of Appointment by Successor	15
Section 3.10.	Merger, Conversion, Consolidation or Succession to 
Business	16
Section 3.11.	Letter of Representations	16
ARTICLE IV Miscellaneous Provisions	17
Section 4.01.	Notices to Book-Entry Depositary or Issuer	17
Section 4.02.	Notice to DTC; Waiver	17
Section 4.03.	Effect of Headings and Table of Contents	18
Section 4.04.	Successors and Assign	18
Section 4.05.	Separability Clause	18
Section 4.06.	Benefits of Agreement	18
Section 4.07.	GOVERNING LAW	18
Section 4.08.	Jurisdiction	18
Section 4.09.	Counterparts	19
Section 4.10.	Inspection of Agreement	19
Section 4.11.	Satisfaction and Discharge	19
Section 4.12.	Amendments	20
Section 4.13.	Book-Entry Depositary To Sign Amendments	20


DEPOSIT AGREEMENT
This Deposit Agreement (as the same may be amended from 
time to time in accordance with the provisions hereof, the "Deposit 
Agreement"), dated as of February 1, 1998, is among The Bank of New 
York, a New York banking corporation, as book-entry depositary 
hereunder (the "Book-Entry Depositary"), Yorkshire Power Finance 
Limited, a company with limited liability incorporated under the laws of the 
Cayman Islands (the "Issuer"), and the holders and beneficial owners from 
time to time of interests in the Book-Entry Interests.
ARTICLE I	

Definitions and Other General Provisions
Section 1.01.	Definitions.
Terms not defined herein have the meanings ascribed to 
them in the Indenture.  The following terms, as used herein, have the 
following meanings:
"2003 Senior Notes" mean a series of 6.154% Senior Notes 
due 2003 of the Issuer in the aggregate principal amount of $350,000,000 
issued under the Indenture.
"2008 Senior Notes" mean a series of 6.496% Senior Notes 
due 2008 of the Issuer in the aggregate principal amount of $300,000,000 
issued under the Indenture.
"Book-Entry Depositary" means the party named as such in 
this Agreement or its nominee or the custodian of either until a successor 
shall have become such pursuant to Section 3.08 hereof, and thereafter 
"Book-Entry Depositary" shall mean such successor or its nominee or the 
custodian of either.
"Book-Entry Interests" means the certificateless depositary 
interests that shall at all times, prior to any issuance of Definitive 
Registered Senior Notes in respect thereof, represent the right to receive 
100% of the principal, premium (if any), interest and Additional Amounts 
(if any) with respect to the underlying Global Senior Notes and that are 
issued to DTC or its nominee by the Book-Entry Depositary.
"Book-Entry Register" has the meaning ascribed thereto in 
Section 2.03 hereof.
"Corporate Trust Office" means the office of the Book-
Entry Depositary in the City of New York, at which any particular time its 
corporate trust business shall be principally administered, which at the date 
hereof is located at 101 Barclay Street, New York, NY 10286, Attn: 
Corporate Trust Department, International Finance Unit.
"Definitive Registered Senior Notes" means Senior Notes 
issued by the Issuer pursuant to the Indenture substantially in the form 
included as exhibits to the Supplemental Indentures and registered in the 
names of the beneficial owners thereof.
"DTC" means The Depository Trust Company, New York, 
New York or its successors as the depositary of the Book-Entry Interests 
as recorded on the Book-Entry Register.
"Exchange Act" means the United States Securities 
Exchange Act of 1934, as amended.
"Global Senior Notes" means Senior Notes in bearer form 
issued by the Issuer to the Book-Entry Depositary pursuant to the 
Indenture substantially in the form included as exhibits to the Supplemental 
Indentures.
"Guarantor" means Yorkshire Power Group Limited, a 
private limited company incorporated under the laws of England and 
Wales.
"Indenture" means the Indenture dated as of February 1, 
1998, among the Issuer, the Guarantor, and The Bank of New York, as 
trustee, principal paying agent, registrar and transfer agent and Banque 
Generale du Luxembourg S.A., as paying agent and transfer agent, relating 
to the Senior Notes as originally executed or as it may from time to time be 
supplemented or amended including by the Supplemental Indentures and 
for all purposes to the extent applicable, the provisions of the Trust 
Indenture Act that are deemed to be a part of and govern such instrument.
"Indirect Participant" means a Person that holds Interests 
through Participants.
"Interests" means beneficial interests in the Book-Entry 
Interests that will be shown on records maintained in book-entry form by 
DTC.
"Issuer" means the party named as such in this Agreement 
until a successor replaces it pursuant to the applicable provisions of the 
Indenture and, thereafter, means such successor.
"Issuer Order" means a written request or order signed in 
the name of the Issuer by any Director of the Issuer and by any officer or 
other person duly authorized by the Board of Directors, and delivered to 
the Book-Entry Depositary.
"Letters of Representations" means the Letters of 
Representations to DTC relating to the 2003 Senior Notes and the 2008 
Senior Notes, each dated February 25, 1998, from the Book-Entry 
Depositary and the Issuer.
"Participant" has the meaning specified in Section 2.02 
herein.
"Officers' Certificate" means a certificate signed in the name 
of the Issuer by any Director of the Issuer or by any officer or other person 
duly so authorized by the Board of Directors and delivered to the Book-
Entry Depositary.
"Opinion of Counsel" means a written opinion from legal 
counsel, who may be an employee of or regular counsel for the Issuer or 
may be other counsel reasonably acceptable to the Book-Entry Depositary.
"Registered Holder" means, with respect to any Book-Entry 
Interest, the Person in whose name such Book-Entry Interest is registered 
on the Book-Entry Register maintained by the Book-Entry Depositary.
"Registration Rights Agreement" means the agreement, 
dated February 25, 1998, among the Guarantor, the Issuer and the initial 
purchasers of the Senior Notes whereby, among other things, the 
Guarantor and the Issuer have agreed to file a registration statement with 
the Commission relating to an exchange offer pursuant to which another 
series of Senior Notes would be offered in exchange for each series of 
Senior Notes.
"Responsible Officer", when used with respect to the Book-
Entry Depositary, means any authorized officer of the Book-Entry 
Depositary including any vice president, assistant vice president, assistant 
secretary, treasurer, assistant treasurer, or any other officer of the Book-
Entry Depositary who customarily performs functions similar to those 
performed by the Persons who at the time shall be such officers, 
respectively, or to whom any depositary matter is referred because of such 
officer's knowledge of and familiarity with the particular subject.
"Securities Act" means the United States Securities Act of 
1933, as amended.
"Senior Notes" means the 2003 Senior Notes and the 2008 
Senior Notes.
"Supplemental Indentures" mean the First Supplemental 
Indenture and Second Supplemental Indenture each dated as of February 
25, 1998, among the Issuer, the Guarantor, The Bank of New York, as 
trustee, principal paying agent, registrar and transfer agent, and Banque 
Generale du Luxembourg S.A., as paying agent and transfer agent, relating 
to the 2003 Senior Notes and the 2008 Senior Notes, respectively.
"Taxing Jurisdiction" means (i) any supranational federation 
to which the United Kingdom belongs or (ii) the jurisdiction (or any 
political subdivision or taxing authority thereof or therein) in which the 
Issuer or the Guarantor is incorporated or in which the Issuer or the 
Guarantor is managed and controlled or has a place of business.
"Trustee" means The Bank of New York and its successors 
and assigns, as trustee under the Indenture.
Section 1.02.	Rules of Construction.
Unless the context otherwise requires:
(a)	a term has the meaning assigned to it;
(b)	"or" is not exclusive;
(c)	"including" means including without limitation; and
(d)	words in the singular include the plural and words in 
the plural include the singular.
ARTICLE II	

Book-Entry Interests
Section 2.01.	Deposit of the Global Senior Notes.
The Book-Entry Depositary hereby accepts custody of the 
Global Senior Notes from the Trustee and shall act as Book-Entry 
Depositary in accordance with the terms of this Agreement.  The Book-
Entry Depositary shall hold such Global Senior Notes at its Corporate 
Trust Office in the City of New York, at the office of the paying agent in 
Luxembourg or at such place as it shall determine with the consent of the 
Issuer and shall issue the Book-Entry Interests to DTC or its nominee in 
accordance with the Letters of Representations.
Section 2.02.	Book-Entry System.
(a)	Upon acceptance by DTC of the Book-Entry 
Interests for entry into its book-entry settlement system in accordance with 
the terms of the Letters of Representations, Interests in the Book-Entry 
Interests will be recorded on and traded through DTC's book-entry system, 
and ownership of such Interests shall be shown in, and the transfer of such 
ownership shall be effected only through, records maintained by (i) DTC or 
(ii) institutions that have accounts with DTC ("Participants").  Interests 
shall be transferable only as units representing authorized denominations of 
the Senior Notes.
(b)	The Book-Entry Interests shall be issuable only to 
DTC or successors of DTC or their respective nominees.  Except as 
provided in Section 2.05, no beneficial owner of Interests shall be entitled 
to receive a Definitive Registered Senior Note, and such beneficial owner's 
Interests shall be reflected only in accordance with the procedures of DTC 
as set forth in the Letters of Representations.
(c)	Unless and until the Senior Notes are, pursuant to 
the Registration Rights Agreement, registered under the Securities Act or 
exchanged for similar securities registered under the Securities Act, 
transfers of the Book-Entry Interests and Interests shall be subject to the 
restrictions on transfer provided in the legend set forth on the face of the 
Global Senior Notes relating thereto.
Section 2.03.	Registration of Transfer of the Book-Entry 
Interests.
The Book-Entry Depositary agrees to maintain at the Book-
Entry Depositary's Corporate Trust Office the Book-Entry Register in 
which the Book-Entry Depositary shall (i) record Cede & Co., as nominee 
of DTC, as the initial registered owner of the Book-Entry Interests and (ii) 
record the registration and transfer of the Book-Entry Interests.  The 
Book-Entry Interests cannot be transferred unless such transfer is recorded 
on the Book-Entry Register.  The Book-Entry Depositary shall not 
constitute the agent of the Issuer for any other purpose and, in particular, it 
shall not constitute the agent of the Issuer in relation to any payments it 
may make to DTC in respect of the Book-Entry Interests or be authorized 
to undertake any obligations on behalf of the Issuer.
The foregoing paragraph shall not (i) impose an obligation 
on the Book-Entry Depositary to record the ownership interests in or 
transfers of Interests held by Participants or its successors or Indirect 
Participants or (ii) restrict transfers of such Interests held by 
Participants or 
Indirect Participants.  The Book-Entry Depositary shall treat DTC or its 
nominee as the absolute owner of the Book-Entry Interests for all purposes 
whatsoever and shall not be bound or affected by any notice to the 
contrary, other than an order of a court having jurisdiction over the Book-
Entry Depositary.
Unless and until Global Senior Notes are exchanged in 
whole for Definitive Registered Senior Notes pursuant to Section 2.05, the 
Book-Entry Depositary may not register the transfer of the Book-Entry 
Interests except as a whole:  (i) by DTC to its nominee; (ii) by a nominee of 
DTC to DTC or to another nominee of DTC; or (iii) by DTC or any 
nominee to a successor depositary or a nominee of such successor 
depositary.
Section 2.04.	Transfer or Exchange of Global Senior 
Notes.
(a)	The Book-Entry Depositary shall hold the Global 
Senior Notes in custody for the benefit of DTC.  Subject to Section 3.08, 
the Book-Entry Depositary shall not transfer or lend the Global Senior 
Notes or any interest therein, except that the Global Senior Notes, as a 
whole and with the Issuer's consent, may be transferred (i) by the Book-
Entry Depositary to a nominee of the Book-Entry Depositary; (ii) by a 
nominee of the Book-Entry Depositary to the Book-Entry Depositary or 
another nominee of the Book-Entry Depositary; or (iii) by the Book-Entry 
Depositary or any such nominee to a successor Book-Entry Depositary or 
a nominee of such successor Book-Entry Depositary.  Notwithstanding the 
foregoing, the Book-Entry Depositary may not under any circumstances 
surrender or deliver the Global Senior Notes to DTC.
(b)	The Book-Entry Depositary shall, upon the request 
of the Issuer or the Trustee, exchange a series of Global Senior Notes for 
another series of Global Senior Notes consistent with the terms of the 
Supplemental Indentures upon consummation of the transactions 
contemplated by the Registration Rights Agreement.
Section 2.05.	Issuance of Definitive Registered Senior 
Notes in Respect of the Senior Notes.
Except as provided in this Section 2.05, no beneficial owner 
of Interests shall be entitled to receive Definitive Registered Senior Notes.
The Book-Entry Depositary will promptly notify the 
Trustee and request in writing that the Issuer issue and the Trustee 
authenticate and deliver Definitive Registered Senior Notes in exchange for 
a series of Global Senior Notes, as a whole but not in part, in such names 
and authorized denominations as the Depositary shall specify, if:  (i) DTC 
notifies the Issuer and the Book-Entry Depositary that it is unwilling or 
unable to continue to hold the Book-Entry Interests related to the Global 
Senior Notes of such series or DTC at any time ceases to be a "clearing 
agency" registered as such under the Exchange Act and, in either case, a 
successor is not appointed by the Issuer within 120 days; (ii) while the 
Global Senior Notes of such series issued pursuant to Rule 144A under the 
Securities Act are subject to the transfer restrictions set forth in the legend 
thereon, the Book-Entry Interests therein cease to be eligible for DTC 
services because the Senior Notes are neither (a) rated in one of the top 
four categories by a nationally recognized statistical rating organization nor 
(b) included within a Self-Regulatory Organization system approved by the 
Commission for the reporting of quotation and trade information of 
securities eligible for transfer pursuant to such Rule 144A, such as the 
PORTAL system; (iii) the Book-Entry Depositary notifies the Issuer under 
Section 3.08 hereof that it is unwilling or unable to continue as Book-Entry 
Depositary and no successor Book-Entry Depositary is appointed within 
120 days; or (iv) the Issuer in its sole discretion executes and delivers to 
the Trustee an Officers' Certificate providing that the Global Senior Notes 
of such series shall be so exchangeable.  The Book-Entry Depositary 
agrees that in such event it will promptly surrender the Global Senior Notes 
of such series held by it to the Trustee in connection with such exchange 
and request in writing that the Issuer execute and the Trustee authenticate 
and deliver without charge Definitive Registered Senior Notes of the same 
series, having the same interest rate, if any, and maturity and having the 
same terms as the Interests of the requesting owner, in authorized 
denominations of $1,000 and integral multiples thereof and of an aggregate 
principal amount equal to such owner's Interests and that such Global 
Senior Notes will be canceled upon issuance of such Definitive Registered 
Senior Notes.
The Global Senior Notes of a series shall also be 
exchangeable, in whole or in part, for Definitive Registered Senior Notes of 
such series if there shall have occurred and be continuing an Event of 
Default with respect to the Senior Notes of such series.  In such 
circumstances, beneficial owners of Interests relating to the Global Senior 
Notes of such series may request in writing that their Interests be 
exchanged for one or more Definitive Registered Senior Notes (an 
"Optional Definitive Security Request").  Upon receipt of any such written 
request, the Book-Entry Depositary shall (i) promptly surrender the 
relevant Global Senior Note to the Trustee and request in writing that the 
Issuer execute and the Trustee authenticate and deliver without charge 
Definitive Registered Senior Notes of the same series, having the same 
interest rate, if any, and maturity and having the same terms as the Interests 
of the requesting owner, in authorized denominations of $1,000 and 
integral multiples thereof and of an aggregate principal amount equal to 
such owner's Interests; and (ii) if the Global Senior Note is being 
exchanged (x) as a whole, then the surrendered Global Senior Note shall be 
canceled by the Trustee, or (y) in part, then the principal amount of the 
surrendered Global Senior Note shall be reduced by an endorsement on 
Schedule A thereto in the appropriate amount.
All costs (taxes, governmental charges or otherwise) related 
to the issuance of Definitive Registered Senior Notes will be borne by the 
Issuer subject to any exceptions set forth in the Indenture.
Section 2.06.	Redemption of the Senior Notes.
In the event that the Issuer exercises any right to redeem the 
Senior Notes of either series in whole or in part, the Book-Entry 
Depositary, as holder of the related series of Global Senior Notes, shall, 
upon notice from the Issuer or the Trustee, as the case may be, surrender 
the Global Senior Notes representing such series at a place of payment or 
such other place as the Issuer may designate, and deliver such Global 
Senior Notes to the Trustee for cancellation or for reduction of principal 
amount by an endorsement on Schedule A thereto, as the case may be.
Section 2.07.	Cancellation.
If the Global Senior Notes of a series are surrendered for 
payment, for redemption in whole or for exchange in whole for Definitive 
Registered Notes to any Person other than the Trustee, such Global Senior 
Notes shall be surrendered to the Trustee for cancellation.
Section 2.08.	Payments in Respect of the Book-Entry 
Interests and the Global Senior Notes.
(a)	Whenever the Book-Entry Depositary, as holder of 
the Global Senior Notes, shall receive from the Trustee (or other paying 
agent under the Indenture) any payment on the Global Senior Notes, such 
payments shall be distributed promptly to DTC on the payment date for the 
Global Senior Notes.  The payment date for the Book-Entry Interests for 
payment of any principal or interest shall be the same date as the payment 
date for the related Global Senior Notes.  So long as DTC is the depositary 
for the Book-Entry Interests, such payments shall be made in accordance 
with the Letters of Representations.
(b)	The Book-Entry Depositary will forward to the 
Issuer or its agents such information from its records as the Issuer may 
reasonably request in writing to enable the Issuer or its agents to file 
necessary reports with governmental agencies, and the Book-Entry 
Depositary, the Issuer or their agents may (but shall not be required to) file 
any such reports necessary to obtain benefits under any applicable tax 
treaties for DTC or the beneficial owners of Interests.
(c)	Notwithstanding any other provisions of this 
Agreement, the Book-Entry Depositary shall be required to pay to DTC 
only amounts (including Additional Amounts) received by the Book-Entry 
Depositary from the Issuer under the Global Senior Notes or the Guarantor 
pursuant to the Guarantee.
(d)	Neither the Issuer, the Guarantor nor any agent of 
the Issuer or the Guarantor (including but not limited to any paying agent) 
will have any responsibility or liability for any aspect relating to payments 
(including payments of Additional Amounts, if any) made or to be made by 
the Book-Entry Depositary to DTC in respect of the Global Senior Notes 
or the Book-Entry Interests.  None of the Issuer, the Guarantor, the 
Trustee, the Book-Entry Depositary or any agent of any of the foregoing 
will have any responsibility or liability for any aspect relating to payments 
(including payments of Additional Amounts, if any) made or to be made by 
DTC on account of a Participant's or Indirect Participant's ownership of an 
Interest or for maintaining, supervising or reviewing any records relating to 
a Participant's Interests.
Section 2.09.	Change in Principal Amount of Global 
Senior Notes.
Whenever the principal amount at maturity of the Global 
Senior Notes held by the Book-Entry Depositary is changed by the Trustee 
as a result of partial redemption or otherwise, the Book-Entry Depositary 
shall record on the Book-Entry Register a corresponding change in the 
principal amount of the related Book-Entry Interests and notify DTC of 
such corresponding change in accordance with the Letters of 
Representations.
Section 2.10.	Record Date.
Whenever any payment is to be made in respect of the 
Global Senior Notes or the Book-Entry Depositary shall receive notice of 
any action to be taken in respect of the Book-Entry Interests or Global 
Senior Notes, or whenever the Book-Entry Depositary otherwise deems it 
appropriate in respect of any other matter, the Book-Entry Depositary shall 
fix a record date to determine who shall be entitled to receive payment in 
respect of the Book-Entry Interests corresponding to such Global Senior 
Notes or to take any such action or to act in respect of any such matter.  
Subject to the provisions of this Agreement, only DTC shall be entitled to 
receive any such payment, to give instructions as to such action or to act in 
respect of any such matter.
Section 2.11.	Action in Respect of the Book-Entry 
Interests or the Global Senior Notes.
(a)	Not later than 10 days from receipt by the Book-
Entry Depositary of notice of any solicitation of consents or request for a 
waiver or other action with respect to the Book-Entry Interests or the 
Global Senior Notes under this Agreement or the Indenture, the Book-
Entry Depositary shall mail to DTC a notice containing (i) such information 
as is contained in such notice, (ii) a statement of the record date with 
respect to such consent, waiver or other action, (iii) a statement that, on or 
prior to a specified date (which specified date may be set no later than 180 
days after the record date) (the "Expiration Date") DTC will be entitled, 
subject to the provisions of or governing the Book-Entry Interests or 
Global Senior Notes, as the case may be, to instruct the Book-Entry 
Depositary as to such consent, waiver or such action, and (iv) a statement 
specifying the manner in which such instructions may be given.  Upon 
receipt by the Book-Entry Depositary of instructions from DTC on or prior 
to the Expiration Date and in the specified manner, the Book-Entry 
Depositary shall endeavor (insofar as practicable and permitted under the 
provisions of or governing the Book-Entry Interests or Global Senior 
Notes, as the case may be), to take such measures regarding the requested 
consent, waiver or other action in respect of such Book-Entry Interests or 
Global Senior Notes, as the case may be, as shall be in accordance with 
DTC's instructions subject to Section 3.03(f).  The Book-Entry Depositary 
shall not itself exercise any discretion in the granting of consents or waivers 
or the taking of any other action in respect of the Book-Entry Interests or 
Global Senior Notes, as the case may be.
(b)	DTC may direct the time, method and place of 
conducting any proceeding for any remedy available to the Book-Entry 
Depositary or of exercising any trust or power conferred on the Book-
Entry Depositary.  However, the Book-Entry Depositary may refuse to 
follow any direction that conflicts with law or this Agreement or the 
Indenture or, subject to Section 3.01 hereof, that the Book-Entry 
Depositary determines would involve it in personal liability.
Section 2.12.	Reports.
The Book-Entry Depositary shall immediately (and in no 
event later than 10 days from receipt) send to DTC a copy of any notices, 
reports and other communications received by it relating to the Issuer, the 
Senior Notes or the Book-Entry Interests.
Section 2.13.	Additional Amounts.
All payments in respect of Global Senior Notes made by the 
Book-Entry Depositary pursuant to this Agreement shall be made free and 
clear of, and without deduction or withholding for, or on account of, any 
present or future taxes, duties, assessments or governmental charges of 
whatever nature imposed, levied, collected, withheld or assessed by or 
within a Taxing Jurisdiction or by or within any political subdivision thereof 
or any authority therein or thereof having power to tax ("Gross-Up 
Taxes"), unless the withholding or deduction is then required by law.  In 
the event that such withholding or deduction is required to be made, the 
Book-Entry Depositary shall pay to DTC such Additional Amounts that 
have been paid by the Issuer or the Guarantor to the Book-Entry 
Depositary as will result in the payment to DTC of the amount that would 
otherwise have been receivable by DTC in the absence of such withholding 
or deduction; provided, that Additional Amounts need only be paid to DTC 
to the extent that payments of Additional Amounts from the Issuer or the 
Guarantor are required under Section 1009 of the Indenture.
At least 10 days prior to the first interest payment date, and 
at least 10 days prior to each succeeding interest payment date if there has 
been any change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Issuer will furnish the Book-Entry 
Depositary with an Officers' Certificate instructing the Book-Entry 
Depositary whether such payment of principal of, premium, if any, or 
interest on such Book-Entry Interests shall be made to DTC without 
deduction or withholding for or on account of any Gross-Up Taxes.  If any 
such deduction or withholding shall be required, prior to such interest 
payment date the Issuer will furnish the Book-Entry Depositary with an 
Officers' Certificate that specifies the amount required to be deducted or 
withheld on such payment.  The Issuer shall indemnify the Book-Entry 
Depositary, its officers, directors and employees for, and hold it harmless 
against, any loss, liability or expense reasonably incurred without 
negligence, willful misconduct or bad faith on its part arising out of or in 
connection with actions taken or omitted by it in reliance on any Officers' 
Certificate furnished to it pursuant to this Section 2.14.
Section 2.14.	Changes Affecting Global Senior Notes.
Upon any reclassification of the Global Senior Notes, or 
upon any recapitalization, reorganization, merger or consolidation or sale 
of assets affecting the Issuer or to which it is a party, or upon an exchange 
of the Global Senior Notes pursuant to the Indenture, any securities that 
shall be received by the Book-Entry Depositary in exchange for, in 
conversion of or in respect of the Global Senior Notes shall be treated as 
new Global Senior Notes under this Agreement and the Book-Entry 
Interests shall thenceforth represent beneficial interests in such new Global 
Senior Notes so received.
ARTICLE III	

The Book-Entry Depositary
Section 3.01.	Certain Duties and Responsibilities.
(a)	The Book-Entry Depositary undertakes to perform 
such duties and only such duties as are specifically set forth in this 
Agreement and no implied covenants or obligations shall be read into this 
Agreement against the Book-Entry Depositary.
(b)	In the absence of bad faith on its part, the Book-
Entry Depositary may conclusively rely, as to the truth of the statements 
and the correctness of the opinions expressed therein, upon certificates or 
opinions furnished to the Book-Entry Depositary and conforming to the 
requirements of this Agreement, but in the case of any such certificates or 
opinions which by any provision hereof are specifically required to be 
furnished to the Book-Entry Depositary, the Book-Entry Depositary shall 
examine the same to determine whether or not they conform to the 
requirements of this Agreement.
(c)	No provision of this Agreement shall be construed 
to relieve the Book-Entry Depositary from liability for its own negligent 
action, its own negligent failure to act or its own willful misconduct, except 
that:
(i)	the Book-Entry Depositary shall not be liable 
for any error of judgment made in good faith by a 
Responsible Officer of the Book-Entry Depositary, unless 
the Book-Entry Depositary was negligent in ascertaining the 
pertinent facts; and
(ii)	the Book-Entry Depositary shall not be liable 
with respect to any action taken or omitted to be taken by it 
in good faith in accordance with the direction of the 
Depositary relating to the time, method and place of 
conducting any proceeding for any remedy available to the 
Book-Entry Depositary, or exercising any power conferred 
upon the Book-Entry Depositary, under this Agreement or 
the Indenture.
(d)	No provision of this Agreement shall require the 
Book-Entry Depositary to spend or risk its own funds or otherwise incur 
any financial liability in the performance of any of its duties hereunder,
or in 
the exercise of any of its rights or powers, if it shall have reasonable 
grounds for believing that repayment of such funds or adequate indemnity 
against such risk or liability satisfactory to the Book-Entry Depositary has 
not been reasonably assured to it.
(e)	Whether or not therein expressly so provided, every 
provision of this Agreement relating to the conduct or affecting the liability 
of or affording protection to the Book-Entry Depositary shall be subject to 
the provisions of this Section 3.01.
Section 3.02.	Events of Default.
(a)	Subject to Section 2.13, within 90 days after the 
occurrence of any Event of Default of which a Responsible Officer of the 
Book-Entry Depositary assigned to its corporate trust department has 
actual knowledge, the Book-Entry Depositary shall transmit by mail to the 
Depositary in the manner provided in Section 4.02 hereof, notice of such 
Event of Default, unless such Event of Default shall have been cured or 
waived.
(b)	Upon the occurrence of any Event of Default or in 
connection with any other right of the holder of the Global Senior Notes 
under the Indenture, and if requested by notice in writing by the Registered 
Holder, the Book-Entry Depositary shall take such action as shall be 
requested in such notice in respect of the Global Senior Notes.
Section 3.03.	Certain Rights of Book-Entry Depositary.
Subject to the provisions of Section 3.01 hereof:
(a)	the Book-Entry Depositary may rely and shall be 
protected in acting or refraining from acting upon any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document believed by it to be genuine and 
to have been signed or presented by the proper party or parties;
(b)	any request or direction of the Issuer mentioned 
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer 
Order or as otherwise expressly provided herein and any resolution of the 
Board of Directors may be sufficiently evidenced by a Board Resolution;
(c)	the Book-Entry Depositary may consult with 
counsel, and the written advice of such counsel or any Opinion of Counsel 
shall be full and complete authorization and protection in respect of any 
action taken, suffered or omitted by it hereunder in good faith and in 
reliance thereon;
(d)	the Book-Entry Depositary shall not be bound to 
make any investigation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, request, 
direction, consent, order, bond, debenture, note, other evidence of 
indebtedness or other paper or document, but the Book-Entry Depositary, 
in its discretion, may make further inquiry or investigation into such facts 
or matters as it may see fit, and, if the Book-Entry Depositary shall 
determine to make such further inquiry or investigation, it shall be entitled 
upon reasonable prior request and during normal business hours to examine 
the books, records and premises of the Issuer, personally or by agent or 
attorney;
(e)	the Book-Entry Depositary may execute any of the 
trusts or powers hereunder or perform any duties hereunder either directly 
or by or through agents or attorneys, but the Book-Entry Depositary shall 
be responsible for any misconduct or negligence on the part of any such 
agent or attorney appointed by it hereunder;
(f)	the Book-Entry Depositary shall be under no 
obligation to expend or risk its own funds or to exercise, at the request or 
direction of DTC, any of the rights or powers vested in it by this 
Agreement or the Indenture unless DTC shall have offered to the Book-
Entry Depositary security or indemnity satisfactory to the Book-Entry 
Depositary against the costs, expenses and liabilities that might be incurred 
by it in compliance with such request or direction;
(g)	whenever in the administration of its duties under 
this Agreement the Book-Entry Depositary shall deem it desirable that a 
matter be proved or established prior to taking or suffering or omitting any 
action hereunder, the Book-Entry Depositary (unless other evidence be 
herein specifically prescribed) may, in the absence of negligence or bad 
faith on its part, rely upon an Officers' Certificate.
Section 3.04.	Not Responsible for Recitals or Issuance of 
Senior Notes.
The recitals contained in the Indenture and in the Senior 
Notes, except the Trustee's certificates of authentication, shall be taken as 
the statements of the Issuer and the Book-Entry Depositary assumes no 
responsibility for their correctness.  The Book-Entry Depositary makes no 
representations as to the validity or sufficiency of this Agreement or of the 
Senior Notes.  The Book-Entry Depositary shall not be accountable for the 
use or application by the Issuer of the proceeds with respect to the Senior 
Notes.
Section 3.05.	Money Held in Trust.
Money held by the Book-Entry Depositary in trust 
hereunder need not be segregated from other funds held by the Book-Entry 
Depositary, except to the extent required by law.  The Book-Entry 
Depositary shall be under no obligation to invest or pay interest on any 
money received by it hereunder, except as otherwise agreed in writing with 
the Issuer.  Any interest accrued on funds deposited with the Book-Entry 
Depositary under this Agreement shall be paid to the Issuer from time to 
time and DTC shall have no claim to any such interest.
Section 3.06.	Compensation and Reimbursement.
The Issuer agrees:
(a)	to pay to the Book-Entry Depositary from time to 
time such compensation as is agreed upon in writing for services rendered 
by it hereunder;
(b)	except as otherwise expressly provided herein, to 
reimburse the Book-Entry Depositary upon its request for all reasonable 
expenses, disbursements and advances incurred or made by the Book-Entry 
Depositary in accordance with any provision of this Agreement (including 
the reasonable compensation and the reasonable expenses and 
disbursements of its agents and counsel, which compensation, expenses and 
disbursements shall be set forth in sufficient written detail to the 
satisfaction of the Issuer), except any such expense, disbursement or 
advance as may be attributable to its or their negligence, willful misconduct 
or bad faith; and
(c)	to indemnify the Book-Entry Depositary for, and to 
hold it harmless against, any loss, liability or expense incurred without 
negligence, bad faith or willful misconduct on its part arising out of or in 
connection with the acceptance or administration of this Agreement and its 
duties hereunder, including the costs and expenses of defending itself 
against any claim of liability in connection with the exercise or performance 
of any of its powers or duties hereunder.  The Indemnity provided by this 
Section 3.06(c) shall survive the satisfaction and discharge of this 
Agreement pursuant to Section 4.11 hereof.
In case any claim shall be made or action brought against 
the Book-Entry Depositary for any reason for which indemnity may be 
sought against the Issuer in accordance with paragraph (c) above, the 
Book-Entry Depositary shall promptly notify the Issuer in writing setting 
forth the particulars of such claim or action and the Issuer may assume the 
defense thereof.  In the event that the Issuer elects to assume such defense 
and select such counsel, the Book-Entry Depositary shall have the rights to 
employ its own counsel, but, in any such case, the fees and expenses of 
such counsel shall be at the expense of the Book-Entry Depositary, unless 
(i) the Issuer agreed in writing to pay such fees and expenses or (ii) the 
named parties to any such action (including any impleaded parties) include 
both the Book-Entry Depositary and the Issuer and the Book-Entry 
Depositary shall have been advised by its counsel that a conflict of interest 
between the Book-Entry Depositary and the Issuer may arise (and Issuer's 
counsel shall have concurred with such advise) and for this reason it is not 
desirable for the Issuer's counsel to represent both the Book-Entry 
Depositary and the Issuer (it being understood, however, that the Issuer 
shall not, in connection with any one such action or separate but 
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for reasonable fees 
and expenses of more than one separate firm of attorneys for the Book-
Entry Depositary (plus any local counsel retained by the Book-Entry 
Depositary in their reasonable judgement), which firm shall be designated 
in writing by the Book-Entry Depositary).  The Book-Entry Depositary 
agrees to give all assistance reasonably required in connection with the 
conduct of any such claim or action.
Section 3.07.	Book-Entry Depositary Required; Eligibility.
At all times when there is a Book-Entry Depositary 
hereunder, such Book-Entry Depositary shall be a corporation organized 
and doing business under the laws of the United States of America, any 
state thereof or the District of Columbia, having, together with its parents, 
a combined capital and surplus of at least $50,000,000, subject to 
supervision or examination by Federal, state or District of Columbia 
authority and willing to act on reasonable terms.  Such corporation shall 
have its principal place of business in the Borough of Manhattan, The City 
of New York, if there be such a corporation in such location willing to act 
upon reasonable and customary terms and conditions.  If such corporation, 
or its parent, publishes reports of condition at least annually, pursuant to 
law or to the requirements of the aforesaid supervising or examining 
authority, then for the purposes of this Section 3.07, the combined capital 
and surplus of such corporation shall be deemed to be its combined capital 
and surplus as set forth in its most recent report of condition so published.  
The Book-Entry Depositary hereunder shall at all times be the Trustee 
under the Indenture, subject to receipt of an Opinion of Counsel that the 
same Person is precluded by law from acting in such capacities.  If at any 
time the Book-Entry Depositary shall cease to be eligible in accordance 
with the provisions of this Section 3.07, it shall resign immediately in the 
manner and with the effect hereinafter specified in this Article.
Section 3.08.	Resignation and Removal; Appointment of 
Successor.
(a)	No resignation or removal of the Book-Entry 
Depositary and no appointment of a successor Book-Entry Depositary 
pursuant to this Article shall become effective until (i) the acceptance of 
appointment by the successor Book-Entry Depositary in accordance with 
the applicable requirements of Section 3.09 hereof or (ii) the issuance of 
Definitive Registered Senior Notes for all Global Senior Notes in 
accordance with Section 2.05 hereof and the Indenture.
(b)	The Book-Entry Depositary may at any time resign 
as Book-Entry Depositary with respect to the Global Senior Notes by 
giving written notice thereof to the Issuer and DTC, in accordance with 
Section 4.01 and Section 4.02 hereof, 60 days prior to the effective date of 
such resignation.  The Book-Entry Depositary may be removed at any time 
upon 90 days' notice by the filing with it of an instrument in writing signed 
on behalf of the Issuer and specifying such removal and the date when it is 
intended to become effective.  If the instrument of acceptance by a 
successor Book-Entry Depositary required by Section 3.09 hereof shall not 
have been delivered to the Book-Entry Depositary within 30 days after the 
giving of such notice of resignation or removal, the resigning Book-Entry 
Depositary may petition any court of competent jurisdiction for the 
appointment of a successor Book-Entry Depositary.
(c)	If at any time:
(i)	the Book-Entry Depositary shall cease to be 
eligible under Section 3.07 hereof, or shall cease to be 
eligible as Trustee under the Indenture, and shall fail to 
resign after written request therefor by the Issuer or by 
DTC, or
(ii)	the Book-Entry Depositary shall become 
incapable of acting with respect to the Book-Entry Interests 
or shall be adjudged a bankrupt or insolvent, or a receiver 
or liquidator of the Book-Entry Depositary or of its 
property shall be appointed or any public officer shall take 
charge or control of the Book-Entry Depositary or of its 
property or affairs for the purpose of rehabilitation, 
conservation or liquidation.
then, in any such case, (i) the Issuer, by Board Resolution, may remove the 
Book-Entry Depositary and appoint a successor Book-Entry Depositary, 
and (ii) if the Issuer shall fail to remove such Book-Entry Depositary and 
appoint a successor Book-Entry Depositary within 30 days of any such 
event, then DTC may, on behalf of itself and all others similarly situated, 
petition any court of competent jurisdiction for the removal of the Book-
Entry Depositary or Book-Entry Depositaries and the appointment of a 
successor Book-Entry Depositary, unless Definitive Registered Senior 
Notes have been issued in accordance with the Indenture.
(d)	If the Book-Entry Depositary shall resign, be 
removed or become incapable of acting, or if a vacancy shall occur in the 
office of Book-Entry Depositary for any cause, the Issuer, by Board 
Resolution, shall promptly appoint a successor Book-Entry Depositary 
(other than the Issuer) and shall comply with the applicable requirements of 
Section 3.09 hereof.  If no successor Book-Entry Depositary with respect 
to the Global Senior Notes shall have been so appointed by the Issuer and 
accepted appointment in the manner required by Section 3.09 within 120 
days of any such resignation, removal, incapacity or vacancy, then DTC 
may request that Definitive Registered Senior Notes in such names and 
denominations as DTC shall instruct in writing with respect to such Global 
Senior Notes be issued.  The Book-Entry Depositary will thereupon 
surrender such Global Senior Notes to the Trustee for cancellation and the 
Trustee shall distribute such Definitive Registered Senior Notes in 
accordance with the instructions of DTC.
(e)	The Issuer shall give, or shall cause such successor 
Book-Entry Depositary to give, notice of each resignation and each 
removal of a Book-Entry Depositary and each appointment of a successor 
Book-Entry Depositary to DTC in accordance with Section 4.02 hereof.  
Each notice shall include the name of the successor Book-Entry Depositary 
and the address of its Corporate Trust Office.
Section 3.09.	Acceptance of Appointment by Successor.
(a)	In case of the appointment hereunder of a successor 
Book-Entry Depositary, every such successor Book-Entry Depositary so 
appointed shall execute, acknowledge and deliver to the Issuer and to the 
retiring Book-Entry Depositary an instrument accepting such appointment, 
and thereupon the resignation or removal of the retiring Book-Entry 
Depositary shall become effective and such successor Book-Entry 
Depositary, without any further act, deed or conveyance, shall become 
vested with all the rights, powers, agencies and duties of the retiring Book-
Entry Depositary, with like effect as if originally named as Book-Entry 
Depositary hereunder; but, on the request of the Issuer or the successor 
Book-Entry Depositary, such retiring Book-Entry Depositary shall 
(i) execute and deliver an instrument transferring to such successor Book-
Entry Depositary all the rights and powers of the retiring Book-Entry 
Depositary and (ii) duly assign, transfer and deliver to such successor 
Book-Entry Depositary all property and money held by such retiring Book-
Entry Depositary hereunder.  Any retiring Book-Entry Depositary shall, 
nonetheless, retain a prior claim upon all property or funds held or 
collected by such Book-Entry Depositary to secure any amounts then due 
it pursuant to Section 3.06 hereof except to the extent that such prior claim 
and security would breach or constitute a default under the Indenture or 
Senior Notes.
(b)	Upon request of any such successor Book-Entry 
Depositary, the Issuer shall execute any and all instruments for more fully 
and certainly vesting in and confirming to such successor Book-Entry 
Depositary all such rights, powers and agencies referred to in paragraph (a) 
of this Section 3.09.
(c)	No successor Book-Entry Depositary shall accept its 
appointment unless at the time of such acceptance such successor Book-
Entry Depositary shall be eligible under this Article.
(d)	Upon acceptance of appointment by any successor 
Book-Entry Depositary as provided in this Section 3.09, the Issuer shall 
give notice thereof to the Depositary in accordance with Section 4.02 
hereof.  If the acceptance of appointment is substantially contemporaneous 
with the resignation of the Book-Entry Depositary, then the notice called 
for by the preceding sentence may be combined with the notice called for 
by Section 3.08(b) hereof.  If the Issuer fails to give such notice within 10 
days after acceptance of appointment by the successor Book-Entry 
Depositary, the successor Book-Entry Depositary shall cause such notice 
to be given at the expense of the Issuer.
Section 3.10.	Merger, Conversion, Consolidation or 
Succession to Business.
Any corporation into which the Book-Entry Depositary 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 Book-Entry Depositary shall be a party, or any corporation 
succeeding to all or substantially all the corporate trust business of the 
Book-Entry Depositary, shall be the successor of the Book-Entry 
Depositary hereunder, without the execution of filing of any paper or any 
further act on the part of any of the parties hereto.
Section 3.11.	Letters of Representations.
  The Book-Entry Depositary agrees to comply with all of the provisions 
set forth in the Letters of Representations so long as DTC is the holder of 
the Book-Entry Interests.
ARTICLE IV	

Miscellaneous Provisions
Section 4.01.	Notices to Book-Entry Depositary or Issuer.
Any request, demand, authorization, direction, notice, 
consent, or waiver or other document provided or permitted by this 
Agreement to be made upon, given or furnished to, or filed with,
   the Book-Entry Depositary by DTC, by the Trustee or 
the Issuer shall be sufficient for every purpose hereunder 
(unless otherwise herein expressly provided) if made, given, 
furnished or filed in writing and personally delivered or 
mailed, first-class postage prepaid, to the Book-Entry 
Depositary at its Corporate Trust Office, Attention: 
Corporate Trust Trustee Administration Department, or at 
any other address previously furnished in writing by the 
Book-Entry Depositary to DTC, the Trustee and the Issuer, 
or
   the Issuer, by the Book-Entry Depositary or by DTC 
shall be sufficient for every purpose hereunder (unless 
otherwise herein expressly provided) if made, given, 
furnished or filed in writing and personally delivered or 
mailed, first-class postage prepaid to Yorkshire Power 
Finance Limited, c/o Yorkshire Power Group Limited, 
Wetherby Road, Scarcroft, Leeds LS14 3HS, England, 
Attention:  Finance Director, or at any other address 
previously furnished in writing to the Book-Entry 
Depositary by the Issuer.
Section 4.02.	Notice to DTC; Waiver.
Where this Agreement provides for notice to DTC of any 
event, such notice shall be sufficiently given (unless otherwise herein 
expressly provided or as provided in the Letter of Representations) if in 
writing and mailed, first-class postage prepaid, to DTC at the address 
notified to the Book-Entry Depositary, in each case not later than the latest 
date, and not earlier than the earliest date, prescribed for the giving of such 
notice.  Where this Agreement provides for notice in any manner, such 
notice may be waived in writing by the Person entitled to receive such 
notice, either before or after the event, and such waiver shall be the 
equivalent of such notice.  Waivers of notice by DTC shall be filed with the 
Book-Entry Depositary, but such filing shall not be a condition precedent 
to the validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service 
or by reason of any other cause it shall be impracticable to give such notice 
by mail, then such notification as shall be made with the approval of the 
Book-Entry Depositary shall constitute a sufficient notification for every 
purpose hereunder.
Section 4.03.	Effect of Headings and Table of Contents.
The Article and Section headings herein are for convenience 
only and shall not affect the construction hereof.
Section 4.04.	Successors and Assign.
All covenants and agreements in this Agreement and the 
Senior Notes by the Issuer shall bind its successors and assigns, whether so 
expressed or not.
Section 4.05.	Separability Clause.
In case any provision in this Agreement or in the Senior 
Notes shall be invalid, illegal or unenforceable, the validity, legality and 
enforceability of the remaining provisions hereof and thereof shall not in 
any way be affected or impaired thereby.
Section 4.06.	Benefits of Agreement.
Nothing in this Agreement, the Senior Notes or the 
Indenture, express or implied, shall give to any Person, other than the 
parties hereto and their successors hereunder, any benefits or any legal or 
equitable right, remedy or claim under this Agreement; provided, that DTC 
and the beneficial owners of Interests shall be intended third-party 
beneficiaries of this Agreement.  DTC and beneficial owners from time to 
time of Interests in the Book-Entry Interests shall be parties to this 
Agreement and shall be bound by all of the terms and conditions hereof and 
of the Indenture and the Senior Notes, by their acceptance of delivery of 
the Interests or beneficial interests therein.
Section 4.07.	GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND 
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE 
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE 
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE 
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION 
WOULD BE REQUIRED THEREBY.
Section 4.08.	Jurisdiction.
(a)	The Issuer agrees that any legal suit, action or 
proceeding against the Issuer brought by the Book-Entry Depositary 
arising out of or based upon this Agreement may be instituted in any state 
or Federal court in the Borough of Manhattan, The City of New York, and 
waives any objection which it may now or hereafter have to the laying of 
venue of any such proceeding and, until the satisfaction and discharge of 
this Agreement pursuant to  Section 4.11 hereof, irrevocably submits to the 
nonexclusive jurisdiction of such courts in any suit, action or proceeding.
(b)	The Issuer has appointed CT Corporation System at 
1633 Broadway, New York, New York 10019, as its authorized agent (the 
"Authorized Agent") upon whom process may be served in any legal suit, 
action or proceeding arising out of or based upon this Agreement which 
may be instituted in the Supreme Court of New York, New York County 
of the United States District Court for the Southern District of New York 
by DTC or the Book-Entry Depositary, and expressly accepts the 
nonexclusive jurisdiction of any such court in respect of any such action.  
Such appointment shall be irrevocable.  Service of process upon the 
Authorized Agent shall be deemed, in every respect, effective service of 
process upon the Issuer.  Notwithstanding the foregoing, any action based 
on this Agreement may be instituted by the Book-Entry Depositary in any 
competent court in England or the Cayman Islands.
(c)	To the extent that the Issuer may in any jurisdiction 
claim for itself or its assets immunity (to the extent such immunity may 
now or hereafter exist, whether on the grounds of sovereign immunity or 
otherwise) from suit, execution, attachment (whether in aid of execution, 
before judgment or otherwise) or other legal process (whether through 
service or notice or otherwise), and to the extent that in any such 
jurisdiction there may be attributed to itself or its assets such immunity 
(whether or not claimed), the Issuer irrevocably agrees with respect to any 
matter arising under this Deposit Agreement for the benefit of the 
Registered Holder from time to time of the Book-Entry Interests, not to 
claim, and irrevocably waives, such immunity to the full extent permitted 
by the laws of such jurisdiction.
Section 4.09.	Counterparts.
This Agreement may be executed in any number of 
counterparts by the parties hereto on separate counterparts, each of which, 
when so executed and delivered, shall be deemed an original, but all such 
counterparts shall together constitute one and the same instrument.
Section 4.10.	Inspection of Agreement.
A copy of this Agreement shall be available at all reasonable 
times during normal business hours at the Corporate Trust Office of the 
Book-Entry Depositary for inspection by DTC.
Section 4.11.	Satisfaction and Discharge.
This Agreement upon Issuer Order shall cease to be of 
further effect, and the Book-Entry Depositary, at the expense of the Issuer 
shall execute proper instruments acknowledging satisfaction and discharge 
of this Agreement, when (i) either (a) the Indenture has been satisfied and 
discharged pursuant to the provisions thereof or (b) Definitive Registered 
Senior Notes have been issued and the Global Senior Notes have been 
canceled in accordance with the provisions of Section 2.07 and the 
Indenture, (ii) the Issuer has paid or caused to be paid all sums payable 
hereunder by the Issuer and (iii) the Issuer has delivered to the Book-Entry 
Depositary an Officers' Certificate and an Opinion of Counsel, stating that 
all conditions precedent herein provided relating to the satisfaction and 
discharge of this Agreement have been complied with.
Section 4.12.	Amendments.
The Issuer and the Book-Entry Depositary may amend this 
Agreement without the consent of DTC:
(a)	to cure any formal defect, omission, inconsistency or 
ambiguity herein;
(b)	to add to the covenants and agreements of the Issuer 
or the Book-Entry Depositary ;
(c)	to effect the assignment of the Book-Entry 
Depositary's rights and duties to a qualified successor as provided herein;
(d)	to comply with any requirements of the Securities 
Act, the Exchange Act, the Investment Company Act of 1940, as amended, 
the Trust Indenture Act or any other applicable securities laws;
(e)	to modify this Agreement in connection with an 
amendment to the Indenture that does not require the consent of DTC; or
(f)	to modify, alter, amend or supplement this 
Agreement in any other respect not inconsistent with this Agreement 
which, in the opinion of counsel acceptable to the Issuer, is not materially 
adverse to DTC or the beneficial owners of Interests.
Except as set forth in this Section 4.12, no amendment 
which materially adversely affects DTC or beneficial owners of Interests 
may be made to this Agreement without the consent of DTC or such 
beneficial owner.
Section 4.13.	Book-Entry Depositary To Sign 
Amendments.
The Book-Entry Depositary shall sign any amendment 
authorized pursuant to Section 4.12 hereof if the amendment does not 
materially adversely affect the rights, duties, liabilities or immunities of
the Book-Entry Depositary.  If it does, the Book-Entry Depositary may, but 
need not sign it.

IN WITNESS WHEREOF, the parties have caused this 
Agreement to be duly executed as of the date first written above.
YORKSHIRE POWER 
FINANCE LIMITED


By:		
	Name:
	Title:
THE BANK OF NEW 
YORK, as
Book-Entry Depositary


By:	
      Name:
      Title:


 .continued from the preceding page
continued on the following page.
ii
NY-115100.6






i
NY-115100.7

6
NY-115100.7



NY-115100.7


EXHIBIT 4.12

THIS TRUST DEED is made on 17th January, 1995 BETWEEN:

(1)	YORKSHIRE ELECTRICITY GROUP plc, a company incorporated 
under the laws of England, whose registered office is at Wetherby Road, 
Scarcroft, Leeds LS14 3HS, England (the "Issuer"); and

(2)	BANKERS TRUSTEE COMPANY LIMITED, a company 
incorporated under the laws of England, whose registered office is at 1 
Appold Street, Broadgate, London EC2A 2HE (the "Trustee", which 
expression shall, wherever the context so admits, include such company 
and all other persons or companies for the time being the trustee or 
trustees of these presents) as trustee for the Holders and Couponholders 
(each as defined below). 

WHEREAS:

(1)	By resolutions of the board of directors of the Issuer passed on 15th 
December, 1994 and by resolutions of a duly authorised committee of the 
board of directors of the Issuer passed on 4th and 5th January, 1995 the 
Issuer has resolved to issue (POUND)200,000,000 9 1/4 per cent. Bonds 
due 2020 to be constituted by this Trust Deed. 

(2)	The said Bonds in definitive form will be either in bearer form with 
Coupons attached or in registered form without Coupons but holders of 
definitive Bonds in bearer form will have  the option to exchange such 
Bonds for definitive Bonds in registered form and vice versa, all upon and 
subject to the terms and conditions of these presents.

(3)	The Trustee has agreed to act as trustee of these presents for the 
benefit of 
the Holders and Couponholders upon and subject to the terms and 
conditions of these presents. 

NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND 
DECLARED as follows:

1.	DEFINITIONS
(A)	In these presents unless there is anything in the subject or context 
inconsistent therewith the following expressions shall have the following 
meanings:

"Agency Agreement" means, in relation to the Securities of any series, 
the agreement appointing the initial Paying Agents and, if applicable, 
Registrar and Transfer Agents in relation to such Securities and any other 
agreement for the time being in force appointing Successor paying agents 
and, if applicable, registrars or transfer agents in relation to such 
Securities, or in connection with their duties, the terms of which have 
previously been approved in writing by the Trustee, together with any 
agreement for the time being in force amending or modifying with the 
prior written approval of the Trustee any of the aforesaid agreements in 
relation to such Securities;

"Agent Bank" means, in relation to the Securities of any relevant series, 
the bank initially appointed as agent bank in relation to such Securities by 
the Issuer pursuant to the relative Agent Bank Agreement or, if 
applicable, any Successor agent bank in relation to such Securities;

"Agent Bank Agreement" means, in relation to the Securities of any 
relevant series, the agreement (which may, but need not, be the relative 
Agency Agreement) appointing the initial Agent Bank in relation to such 
Securities and any other agreement for the time being in force appointing 
any Successor agent bank in relation to such Securities, or in connection 
with its duties, the terms of which have previously been approved in 
writing by the Trustee, together with any agreement for the time being in 
force amending or modifying with the prior written approval of the 
Trustee any of the aforesaid agreements in relation to such Securities;

"Appointee" means any attorney, manager, agent, delegate or other 
person appointed by the Trustee under these presents;

"Auditors" means the auditors for the time being of the Issuer or, in the 
event of their being unable or unwilling promptly to carry out any action 
requested of them pursuant to the provisions of these presents, such other 
firm of accountants as may be nominated or approved by the Trustee for 
the purposes of these presents after consultation with the Issuer where, in 
the opinion of the Trustee, such consultation is practicable;

"Capital and Reserves" has the meaning set out in Condition 4;

"Bearer Securities" means those of the Securities which are for the time 
being in bearer form;

"Cedel" means Cedel, socie'te'  anonyme;

"Conditions" means:

(i)	in relation to the Original Bonds, the Conditions to be endorsed on 
the Original Bonds in definitive form in the form or substantially 
in the form set out in Part III of the Second Schedule as the same 
may from time to time be modified in accordance with these 
presents and any reference in these presents to a particular 
specified Condition or paragraph of a Condition shall in relation 
to the Original Bonds be construed accordingly; and

(ii)	in relation to the Further Securities of any series, the Conditions 
to be endorsed on such Further Securities in definitive form in the 
form or substantially in the form set out or referred to in the 
supplemental Trust Deed relating thereto as the same may from 
time to time be modified in accordance with these presents and 
any reference in these presents to a particular specified Condition 
or paragraph of a Condition shall in relation to the Further 
Securities of any series, unless either referring specifically to a 
particular specified Condition or paragraph of a Condition of 
such Further Securities or the context otherwise requires, be 
construed as a reference to the provisions (if any) in the 
Conditions thereof which correspond to the provisions of the 
particular specified Condition or paragraph of a Condition of the 
Original Bonds;  

"Couponholders" means the several persons who are for the time being 
holders of the Coupons;  

"Coupons" means the bearer interest coupons appertaining to the Bearer 
Securities in definitive form or, as the context may require, a specific 
number thereof and includes any replacements for Coupons issued 
pursuant to Condition 14 and, where the context so permits, the Talons;  

"Euroclear" means Morgan Guaranty Trust Company of New York, 
Brussels office, as operator of the Euroclear System;

"Event of Default" means any of the conditions, events or acts provided 
in Condition 11 to be events upon the happening of which the Securities of 
any series would, subject only to notice by the Trustee as therein 
provided, become immediately due and repayable;  

"Excluded Subsidiary" has the meaning set out in Condition 4;

"Extraordinary Resolution" has the meaning set out in paragraph 20 of 
the Fourth Schedule;  

"Further Securities" means bonds or notes (whether in bearer or 
registered form) of the Issuer constituted by a Trust Deed supplemental to 
this Trust Deed pursuant to Clause 2(D) or the principal amount thereof 
for the time being outstanding or as the context may require a specific 
number thereof and includes any replacements for Further Securities 
issued pursuant to Condition 14 and where applicable any Global Security 
issued in respect thereof and, where the context requires or admits, 
includes the Receipts issued in respect of any Further Securities;

"Global Security" means the Original Global Bond and/or any other 
global bond or note issued in respect of the Further Securities of any 
series and includes any replacements for Global Securities issued pursuant 
to Condition 14;

"Holders" means the several persons who are for the time being holders of 
the Securities (being, in the case of Bearer Securities, the bearers thereof 
and, in the case of Registered Securities, the several persons whose names 
are entered in the register of holders of the Registered Securities as the 
holders thereof) and the words "holder" and "holders" and related 
expressions shall (where appropriate) be construed accordingly;

"indebtedness for borrowed money" has the meaning set out in 
Condition 4;

"Liability" means any loss, damage, cost, charge, claim, demand, 
expense, judgment, action, proceeding or other liability whatsoever 
(including, without limitation, in respect of taxes, duties, levies, imposts 
and other charges) and including any value added tax or similar tax 
charged or chargeable in respect thereof and legal fees and expenses on a 
full indemnity basis;

"Original Bearer Bonds" means those of the Original Bonds which are 
for the time being in bearer form; 

"Original Bondholders" means the several persons who are for the time 
being holders of the Original Bonds and, where the context so requires or 
admits, shall include the Original Receiptholders;

"Original Bonds" means the bonds (whether in bearer or registered form) 
comprising the said (POUND)200,000,000 9 1/4 per cent. Bonds due 
2020 of the Issuer hereby constituted or the principal amount thereof for 
the time being outstanding or, as the context may require, a specific 
number thereof and includes any replacements for Original Bonds issued 
pursuant to Condition 14, where the context so requires or admits any 
Original Receipts and (except for the purposes of Clause 3) the Original 
Global Bond;

"Original Couponholders" means the several persons who are for the 
time being holders of the Original Coupons;

"Original Coupons" means the Coupons appertaining to the Original 
Bearer Bonds;

"Original Global Bond" means the global bond in respect of the Original 
Bearer Bonds to be issued pursuant to Clause 3(A) in the form or 
substantially in the form set out in the First Schedule;

"Original Receiptholders" means the holders of  the Original Receipts; 

"Original Receipts" means the Receipts appertaining to the Original 
Bonds;

"Original Registered Bonds" means those of the Original Bonds which 
are for the time being in registered form;

"Original Talons" means the Talons appertaining to the Original Bearer 
Bonds in definitive form;

"outstanding" means in relation to the Securities all the Securities issued 
other than:

(a)	those Securities which have been redeemed pursuant to these 
presents; 

(b)	those Securities in respect of which the date for redemption in 
accordance with the Conditions has occurred and the redemption 
moneys (including premium (if any) and all interest payable 
thereon) have been duly paid to the Trustee or to the Principal 
Paying Agent in the manner provided in the Agency Agreement 
(and where appropriate notice to that effect has been given to the 
relative Holders in accordance with Condition 15) and remain 
available for payment against presentation of the relevant 
Securities and/or Coupons; 

(c)	those Securities which have been purchased and cancelled in 
accordance with Condition 7; 

(d)	those Securities which have become void under Condition 10; 

(e)	those mutilated or defaced Securities which have been surrendered 
and cancelled and in respect of which replacements have been 
issued pursuant to Condition 14; 

(f)	(for the purpose only of ascertaining the principal amount of the 
Securities outstanding and without prejudice to the status for any 
other purpose of the relevant Securities) those Securities which 
are alleged to have been lost, stolen or destroyed and in respect of 
which replacements have been issued pursuant to Condition 14; 

(g)	any Global Security to the extent that it shall have been 
exchanged for another Global Security in respect of the Securities 
of the relevant series or for the Securities of the relevant series in 
definitive form pursuant to its provisions; and 

(h)	those Bearer Securities which have been exchanged for Registered 
Securities (and, where applicable, vice versa) and which have 
been cancelled or, if permitted by the Conditions of such 
Securities, are for the time being retained by or on behalf of the 
Issuer, in each case pursuant to the provisions of these presents;

PROVIDED THAT for each of the following purposes, namely:

(i)	the right to attend and vote at any meeting of the Holders or any 
of them;  

(ii)	the determination of how many and which Securities are for the 
time being outstanding for the purposes of Clause 8(A), 
Conditions 11, 12 and 16 and paragraphs 2, 5, 6 and 9 of the 
Fourth Schedule;  

(iii)	any discretion, power or authority (whether contained in these 
presents or vested by operation of law) which the Trustee is 
required, expressly or impliedly, to exercise in or by reference to 
the interests of the Holders or any of them; and  

(iv)	the determination by the Trustee whether any event, circumstance, 
matter or thing is, in its opinion, materially prejudicial to the 
interests of the Holders or any of them,

those Securities (if any) which are for the time being held by, for the 
benefit of, or on behalf of, the Issuer or any Subsidiary of the Issuer, any 
holding company of the Issuer or any other Subsidiary of any such 
holding company shall (unless and until ceasing to be so held) be deemed 
not to remain outstanding;  

"Paying Agents" means, in relation to the Securities of any series, the 
several institutions (including where the context permits the Principal 
Paying Agent) at their respective specified offices initially appointed as 
paying agents in relation to such Securities by the Issuer pursuant to the 
relative Agency Agreement and/or, if applicable, any Successor paying 
agents in relation to such Securities;

"PES Licence" has the meaning set out in Condition 8(d)(vii)(A)(aa);

"PES Subsidiary" has the meaning set out in Condition 4;

"Potential Event of Default" means any condition, event or act which, 
with the lapse of time and/or the issue, making or giving of any notice, 
certification, declaration, demand, determination and/or request and/or the 
taking of any similar action and/or the fulfilment of any similar condition, 
would constitute an Event of Default;

"Principal Paying Agent" means, in relation to the Securities of any 
series, the institution at its specified office initially appointed as
principal 
paying agent in relation to such Securities by the Issuer pursuant to the 
relative Agency Agreement or, if applicable, any Successor principal 
paying agent in relation to such Securities;

"Principal Subsidiary" means at any time a Subsidiary of the Issuer (not 
being an Excluded Subsidiary or any other Subsidiary of the Issuer whose 
only indebtedness for borrowed money is Project Finance Indebtedness):

(a)	whose net profits before tax attributable to the Issuer 
(consolidated in the case of a Subsidiary which itself has 
Subsidiaries and which in the normal course, prepares 
consolidated accounts) or whose gross assets (consolidated in the 
case of a Subsidiary which itself has Subsidiaries) represent in 
each case (or, in the case of a Subsidiary acquired after the end of 
the financial period to which the then latest relevant audited 
consolidated accounts of the Issuer and its Subsidiaries relate, are 
equal to) not less than 20 per cent. of the consolidated net profits 
before tax attributable to the shareholders of the Issuer, or, as the 
case may be, consolidated gross assets, of the Issuer and its 
Subsidiaries taken as a whole, all as calculated respectively by 
reference to the then latest audited accounts (consolidated or, as 
the case may be, unconsolidated) of such Subsidiary and the then 
latest audited consolidated accounts of the Issuer and its 
Subsidiaries, provided that:

(i)	in the case of a Subsidiary acquired after the end of the 
financial period to which the then latest relevant audited 
consolidated accounts relate, the reference to the then 
latest audited consolidated accounts for the purposes of 
the calculation above shall, until consolidated accounts 
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 accounts as if 
such Subsidiary had been shown in such accounts by 
reference to its then latest relevant audited accounts, 
adjusted as deemed appropriate by the Auditors; and 

(ii)	if, in the case of a Subsidiary which itself has 
Subsidiaries, no consolidated accounts are prepared and 
audited, its consolidated net profits before tax attributable 
to the Issuer and consolidated gross assets shall be 
determined on the basis of pro forma consolidated 
accounts of the relevant Subsidiary and its Subsidiaries 
prepared and audited for this purpose by the Auditors or 
the auditors for the time being of the relevant Subsidiary; 
or

(b)	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, 
provided that the transferor Subsidiary shall upon such transfer 
forthwith cease to be a Principal Subsidiary and the transferee 
Subsidiary shall cease to be a Principal Subsidiary pursuant to 
this sub-paragraph (b) on the date on which the consolidated 
accounts of the Issuer and its Subsidiaries for the financial period 
current at the date of such transfer have been prepared and 
audited as aforesaid but so that such transferor Subsidiary or 
such transferee Subsidiary may be a Principal Subsidiary on or at 
any time after the date on which such consolidated accounts have 
been prepared and audited as aforesaid 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 (b) or sub-
paragraph (c) below; or 

(c)	to which is transferred a business, an undertaking or assets which, 
taken together with the business, undertaking and assets of the 
transferee Subsidiary, generated (or, in the case of the transferee 
Subsidiary being acquired after the end of the financial period to 
which the then latest relevant audited consolidated accounts of the 
Issuer and its Subsidiaries relate, generate net profits before tax 
attributable to the Issuer equal to) not less than 20 per cent. of the 
consolidated net profits before tax attributable to the shareholders 
of the Issuer, or represent (or, in the case aforesaid, are equal to) 
not less than 20 per cent. of the consolidated gross assets, of the 
Issuer and its Subsidiaries taken as a whole, all as calculated as 
referred to in sub-paragraph (a) above, provided that the 
transferor Subsidiary (if a Principal Subsidiary) shall upon such 
transfer forthwith cease to be a Principal Subsidiary unless 
immediately following such transfer its business, undertaking and 
assets generate (or, in the case aforesaid, generate net profits 
before tax attributable to the Issuer equal to) not less than 20 per 
cent. of the consolidated net profits before tax attributable to the 
shareholders of the Issuer, or its assets represent (or, in the case 
aforesaid, are equal to) not less than 20 per cent. of the 
consolidated gross assets, of the Issuer and its Subsidiaries taken 
as a whole, all as calculated as referred to in sub-paragraph (a) 
above, and the transferee Subsidiary shall cease to be a Principal 
Subsidiary pursuant to this sub-paragraph (c) on the date on 
which the consolidated accounts of the Issuer and its Subsidiaries 
for the financial period current at the date of such transfer have 
been prepared and audited but so that such transferor Subsidiary 
or such transferee Subsidiary may be a Principal Subsidiary on or 
at any time after the date on which such consolidated accounts 
have been prepared and audited as aforesaid 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 (c) or sub-paragraph (b) above,  

Provided that, in calculating the consolidated net profits before tax 
attributable to the shareholders of the Issuer or consolidated gross assets 
of the Issuer and the Subsidiaries taken as a whole, amounts in respect of 
minority interests shall only be excluded if and to the extent that such 
amounts have not been already excluded in the course of preparation of 
the relevant consolidated accounts.

For the purposes of this definition if there shall at any time not be any 
relevant audited consolidated accounts of the Issuer and its Subsidiaries, 
references thereto herein shall be deemed to refer to a consolidation by the 
Auditors of the relevant audited accounts of the Issuer and its 
Subsidiaries.

A report by the Auditors 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 shall, in the absence of manifest 
error, be conclusive and binding on all parties;

"Project Finance Indebtedness" has the meaning set out in Condition 4;

"Receiptholders" means the holders of the Receipts;

"Receipts" means the non-transferable receipts (if any) for Securities to 
be issued by Paying Agents to the Holders pursuant to Condition 8(c);

"Reference Banks" means, in relation to the Securities of any relevant 
series, the several banks initially appointed as reference banks in relation 
to such Securities by the Issuer and referred to in the Conditions of such 
Securities and/or, if applicable, any Successor reference banks in relation 
to such Securities;

"Registered Securities" means those of the Securities which are for the 
time being in registered form;

"Registrar" means, in relation to the Securities of any relevant series 
(being, or which are exchangeable for, Registered Securities), the 
institution at its specified office initially appointed as registrar in 
relation 
to such Securities by the Issuer pursuant to the relative Agency 
Agreement or, if applicable, any Successor registrar in relation to such 
Securities;

"Relevant Date" has the meaning set out in Condition 9;

"Relevant Indebtedness" has the meaning set out in Condition 4;

"repay", "redeem" and "pay" shall each include both the others and 
cognate expressions shall be construed accordingly;  

"Restructuring Event" has the meaning set out in Condition 8(d)(vii);

"Security Interest" has the meaning set out in Condition 4;

"Securities" means, as the context may require, the Original Bonds and/or 
any Further Securities and/or any series thereof;

"Subsidiary" means any company which is for the time being a subsidiary 
(within the meaning of Section 736 of the Companies Act 1985 of Great 
Britain);

"Successor" means, in relation to the Agent Bank, the Principal Paying 
Agent, the other Paying Agents, the Reference Banks, the Registrar and 
the Transfer Agents, any successor to any one or more of them in relation 
to the Securities of the relevant series which shall become such pursuant 
to the provisions of these presents, the relative Agent Bank Agreement 
and/or the relative Agency Agreement (as the case may be) and/or such 
other or further agent bank, principal paying agent, paying agents, 
reference banks, registrar and/or transfer agents (as the case may be) in 
relation to such Securities as may (with the prior approval of, and on 
terms previously approved by, the Trustee in writing) from time to time be 
appointed as such, and/or, if applicable, such other or further specified 
offices (in the former case being within the same city as those for which 
they are substituted) as may from time to time be nominated, in each case 
by the Issuer, and (except in the case of the initial appointments and 
specified offices made under and specified in the Conditions, the relative 
Agent Bank Agreement and/or the relative Agency Agreement, as the case 
may be) notice of whose appointment or, as the case may be, nomination 
has been given to the relevant Holders pursuant to Clause 13(xiii) in 
accordance with Condition 15;

"Talons" means the talons appertaining to, and exchangeable in 
accordance with the provisions therein contained for further Coupons 
appertaining to, the Bearer Securities of any relevant series in definitive 
form and includes any replacements for Talons issued pursuant to 
Condition 14;

"The Stock Exchange" means, in relation to the Securities of any relevant 
series, the stock exchange or exchanges (if any) on which such Securities 
are quoted or listed on the issue thereof;  

"these presents" means this Trust Deed and the Schedules and any Trust 
Deed supplemental hereto and the Schedules (if any) thereto and the 
Securities, the Coupons and the Conditions, all as from time to time 
modified in accordance with the provisions herein or therein contained;  

"Transfer Agents" means, in relation to the Securities of any relevant 
series (being, or which are exchangeable for, Registered Securities), the 
institutions at their respective specified offices initially appointed as 
transfer agents in relation to such Securities by the Issuer pursuant to the 
relative Agency Agreement and/or, if applicable, any Successor transfer 
agents in relation to such Securities;

"Trust Corporation" means a corporation entitled by rules made under 
the Public Trustee Act 1906 of Great Britain or entitled pursuant to any 
other comparable legislation applicable to a trustee in any other 
jurisdiction to carry out the functions of a custodian trustee;  

words denoting the singular shall include the plural and vice versa;  

words denoting one gender only shall include the other genders; and  

words denoting persons only shall include firms and corporations and vice 
versa. 

(B)	(i)	All references in these presents to principal and/or premium 
and/or interest in respect of the Securities or to any moneys 
payable by the Issuer under these presents shall be deemed to 
include a reference to any additional amounts which may be 
payable under Condition 9 or, if applicable, under any 
undertaking or covenant given pursuant to Clause 13(xv) or 
Clause 20(A)(2)(ii). 

	(ii)	All references in these presents to principal or principal amount 
shall, unless the context otherwise requires, be deemed to include 
the Redemption Price (as defined in Condition 7).

(iii)	All references in these presents to "pounds", "sterling", "pounds 
sterling" or the sign "(POUND)" shall be construed as references 
to the lawful currency for the time being of the United Kingdom.

(iv)	All references in these presents to any statute or 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 any such 
modification or re-enactment. 

(v)	All references in these presents to guarantees or to an obligation 
being guaranteed shall be deemed to include respectively 
references to indemnities or to an indemnity being given in respect 
thereof.

(vi)	All references in these presents to any action, remedy or method 
of proceeding for the enforcement of the rights of creditors shall 
be deemed to include, in respect of any jurisdiction other than 
England, references to such action, remedy or method of 
proceeding for the enforcement of the rights of creditors available 
or appropriate in such jurisdiction as shall most nearly 
approximate to such action, remedy or method of proceeding 
described or referred to in these presents.

(vii)	All references in these presents to taking proceedings against the 
Issuer shall be deemed to include references to proving in the 
winding up of the Issuer.

(viii)	Wherever in these presents the Issuer is required to give an 
opinion or make any determination, the Issuer shall, in so doing, 
be entitled to rely on advice from professional advisers but so 
that, as between the Issuer, the Trustee, the Holders and the 
Couponholders, the Issuer alone shall be liable as to the validity 
of such opinion or determination. 

(ix)	Unless the context otherwise requires words or expressions used 
in these presents shall bear the same meanings as in the 
Companies Act 1985 of Great Britain. 

(x)	In this Trust Deed references to Schedules, Clauses, sub-clauses, 
paragraphs and sub-paragraphs shall be construed as references 
to the Schedules to this Trust Deed and to the Clauses, sub-
clauses, paragraphs and sub-paragraphs of this Trust Deed 
respectively. 

(xi)	In these presents tables of contents and Clause headings are 
included for ease of reference and shall not affect the construction 
of these presents.

2.	COVENANT TO REPAY AND TO PAY INTEREST ON ORIGINAL BONDS
(A)	THE aggregate principal amount of the Original Bonds is limited to 
(POUND)200,000,000.

(B)	The Issuer covenants with the Trustee that it will, in accordance with 
these presents, on the due date for the final maturity of the Original Bonds 
provided for in the Conditions, or on such earlier date as the same or any 
part thereof may become immediately due and repayable thereunder, pay 
or procure to be paid unconditionally to or to the order of the Trustee in 
pounds sterling in London in immediately available funds the principal 
amount of the Original Bonds repayable on that date and shall in the 
meantime and until such date (both before and after any judgment or other 
order of a court of competent jurisdiction) pay or procure to be paid 
unconditionally to or to the order of the Trustee as aforesaid interest 
(which shall accrue from day to day) on the principal amount of the 
Original Bonds at the rate of 9 1/4 per cent. per annum payable (less tax, 
if appropriate) annually in arrear on 17th January, the first such payment 
to be made on 17th January , 1996 and to amount to a full year's interest 
PROVIDED THAT:

(i)	every payment of principal or interest in respect of the Original 
Bearer Bonds and every payment of principal in respect of the 
Original Registered Bonds to or to the account of the Principal 
Paying Agent in the manner provided in the Agency Agreement 
shall operate in satisfaction pro tanto of the relative covenant by 
the Issuer in this Clause except to the extent that there is default 
in the subsequent payment thereof in accordance with the 
Conditions to the relevant Original Bondholders or Original 
Couponholders (as the case may be);

(ii)	every payment of interest in respect of the Original Registered 
Bonds to the relevant Original Bondholders as provided in the 
Conditions (whether by the Issuer or the Registrar) shall operate 
in satisfaction pro tanto of the relative covenant by the Issuer in 
this Clause;

(iii)	in any case where payment of principal is not made to the Trustee 
or the Principal Paying Agent on or before the due date, interest 
shall continue to accrue on the principal amount of the Original 
Bonds (both before and after any judgment or other order of a 
court of competent jurisdiction) at the rate aforesaid (or, if higher, 
the rate of interest on judgment debts for the time being provided 
by English law) up to and including the date which the Trustee 
determines to be the date on and after which payment is to be 
made to the Original Bondholders in respect thereof as stated in a 
notice given to the Original Bondholders in accordance with 
Condition 15 (such date to be not later than 30 days after the day 
on which the whole of such principal amount, together with an 
amount equal to the interest which has accrued and is to accrue 
pursuant to this proviso up to and including that date, has been 
received by the Trustee or the Principal Paying Agent); 

(iv)	in any case where payment of the whole or any part of the 
principal amount of any Original Bond is improperly withheld or 
refused upon due presentation thereof (other than in 
circumstances contemplated by proviso (iii) above) interest shall 
accrue on that principal amount payment of which has been so 
withheld or refused (both before and after any judgment or other 
order of a court of competent jurisdiction) at the rate aforesaid 
(or, if higher, the rate of interest on judgment debts for the time 
being provided by English law) from and including the date of 
such withholding or refusal up to and including the date on which, 
upon further presentation of the relevant Original Bond, payment 
of the full amount (including interest as aforesaid) in pounds 
sterling payable in respect of such Original Bond is made or (if 
earlier) the seventh day after notice is given to the relevant 
Original Bondholder (either individually or in accordance with 
Condition 15) that the full amount (including interest as 
aforesaid) in pounds sterling payable in respect of such Original 
Bond is available for payment, provided that, upon further 
presentation thereof being duly made, such payment is made.

The Trustee will hold the benefit of this covenant on trust for the Original 
Bondholders and the Original Couponholders in accordance with these 
presents.

TRUSTEE'S REQUIREMENTS REGARDING PAYING AGENTS, 
REGISTRAR AND TRANSFER AGENTS

(C)	At any time after an Event of Default or a Potential Event of Default shall 
have occurred or the Securities shall otherwise have become due and 
repayable or the Trustee shall have received any money which it proposes 
to pay under Clause 9 to the Holders and/or Couponholders, the Trustee 
may:

(i)	by notice in writing to the Issuer, the Principal Paying Agent, the 
other Paying Agents, the Registrar and the Transfer Agents 
require the Principal Paying Agent, the other Paying Agents, the 
Registrar and the Transfer Agents pursuant to the Agency 
Agreement:

(a)	to act thereafter as Principal Paying Agent, Paying 
Agents, Registrar and Transfer Agents respectively of the 
Trustee in relation to payments to be made by or on 
behalf of the Trustee under the provisions of these 
presents mutatis mutandis on the terms provided in the 
Agency Agreement (save that the Trustee's liability under 
any provisions thereof for the indemnification, 
remuneration and payment of out-of-pocket expenses of 
the Paying Agents, the Registrar and the Transfer Agents 
shall be limited to the amounts for the time being held by 
the Trustee on the trusts of these presents relating to the 
relative Securities) and thereafter to hold all Securities 
and Coupons and all sums, documents and records held 
by them in respect of Securities and Coupons on behalf of 
the Trustee; or  

(b)	to deliver up all Securities and Coupons and all sums, 
documents and records held by them in respect of 
Securities and Coupons to the Trustee or as the Trustee 
shall direct in such notice provided that such notice shall 
be deemed not to apply to any documents or records 
which the relative Paying Agent, the Registrar or the 
relative Transfer Agent, as the case may be, is obliged 
not to release by any law or regulation; and  

(ii)	by notice in writing to the Issuer require it to make all subsequent 
payments in respect of the Securities and Coupons to or to the 
order of the Trustee and not to the Principal Paying Agent; with 
effect from the issue of any such notice to the Issuer and until 
such notice is withdrawn provisos (i) and (ii) to sub-clause (B) of 
this Clause relating to the Original Bonds and any similar 
provisos relating to any Further Securities shall cease to have 
effect. 

FURTHER ISSUES

(D)	(i)	The Issuer shall be at liberty from time to time (but subject 
always to the provisions of these presents) without the consent of 
the Holders or Couponholders to create and issue further bonds or 
notes (whether in bearer or registered form) either (a) ranking pari 
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 Original Bonds and/or the Further 
Securities of any series or (b) upon such terms as to ranking, 
interest, conversion, redemption and otherwise as the Issuer may 
at the time of issue thereof determine. 

(ii)	Any further bonds or notes which are to be created and issued 
pursuant to the provisions of paragraph (i) above so as to form a 
single series with the Original Bonds and/or the Further Securities 
of any series shall be constituted by a trust deed supplemental to 
this Trust Deed and any other further bonds or notes which are to 
be created and issued pursuant to the provisions of paragraph (i) 
above may (subject to the consent of the Trustee) be constituted 
by a trust deed supplemental to this Trust Deed. In any such case 
the Issuer shall prior to the issue of any further bonds or notes to 
be so constituted (being Further Securities) execute and deliver to 
the Trustee a trust deed supplemental to this Trust Deed (in 
relation to which all applicable stamp duties or other 
documentation fees, duties or taxes have been paid and, if 
applicable, duly stamped or denoted accordingly) and containing a 
covenant by the Issuer in the form mutatis mutandis of 
Clause 2(B) in relation to the principal, premium (if any) and 
interest in respect of such Further Securities and such other 
provisions (whether or not corresponding to any of the provisions 
contained in this Trust Deed) as the Trustee shall require.

(iii)	A memorandum of every such supplemental Trust Deed shall be 
endorsed by the Trustee on this Trust Deed and by the Issuer on 
its duplicate of this Trust Deed.

(iv)	Whenever it is proposed to create and issue any Further Securities 
the Issuer shall give to the Trustee not less than 14 days' notice in 
writing of its intention so to do stating the amount of further 
bonds or notes proposed to be created and issued.

(E)	Any Further Securities not forming a single series with the Original Bonds 
or Further Securities of any series shall form a separate series and 
accordingly, unless for any purpose the Trustee in its absolute discretion 
shall otherwise determine, the provisions of sub-clause (C) of this Clause 
and of Clauses 4 to 21 (both inclusive) and 22(B) and the Third and 
Fourth Schedules shall apply mutatis mutandis separately and 
independently to each series of the Securities and in such Clauses and 
Schedules the expressions "Securities", "Holders", "Coupons", 
"Couponholders", "Receipts",  "Receiptholders" and "Talons" shall be 
construed accordingly.

3.	FORM AND ISSUE OF ORIGINAL BONDS AND ORIGINAL COUPONS
(A)	THE Original Bearer Bonds shall be represented initially by the Original 
Global Bond which the Issuer shall issue to a bank depositary common to 
both Euroclear and Cedel on terms that such depositary shall hold the 
same for the account of the persons who would otherwise be entitled to 
receive the Original Bearer Bonds in definitive form ("Definitive Original 
Bearer Bonds") (as notified to such depositary by UBS Limited on behalf 
of the Managers of the issue of the Original Bonds) and the successors in 
title to such persons as appearing in the records of Euroclear and Cedel 
for the time being.

(B)	The Original Global Bond shall be printed or typed in the form or 
substantially in the form set out in the First Schedule. The Original Global 
Bond shall be in the aggregate principal amount shown therein and shall 
be signed manually by a person duly authorised by the Issuer on behalf of 
the Issuer and shall be authenticated by or on behalf of the Principal 
Paying Agent. The Original Global Bond so executed and authenticated 
shall be a binding and valid obligation of the Issuer.

(C)	The Issuer shall issue the Definitive Original Bearer Bonds (together with 
the unmatured Original Coupons attached) in exchange for the Original 
Global Bond in accordance with the provisions thereof.  Pending exchange 
of the entire principal amount of the Original Global Bond the holder 
thereof shall, subject to the terms thereof, be deemed to be the holder of 
the Original Bearer Bonds and the Original Coupons represented thereby 
for all purposes.

(D)	(i)	The Definitive Original Bearer Bonds and the Original Coupons 
shall be to bearer in the respective forms or substantially in the 
respective forms set out in Part I of the Second Schedule and the 
Definitive Original Bearer Bonds shall be issued in the 
denominations of (POUND)1,000, (POUND)10,000 and 
(POUND)100,000 each (serially numbered) and shall be endorsed 
with the Conditions. Title to the Definitive Original Bearer Bonds 
and the Original Coupons shall pass by delivery.

	(ii)	The Original Registered Bonds shall be issued in definitive 
registered form, shall be in the form or substantially in the form 
set out in Part II of the Second Schedule, shall be in the 
denomination and transferable in units of (POUND)1 each or 
integral multiples thereof and shall be endorsed with the 
Conditions.  Title to the Original Registered Bonds shall pass 
upon the registration of transfers in respect thereof in accordance 
with the provisions of these presents.

(E)	The Definitive Original Bearer Bonds and the Original Registered Bonds 
shall be signed manually or in facsimile by a Director of the Issuer on 
behalf of the Issuer and, in the case of the Definitive Original Bearer 
Bonds, shall be authenticated by or on behalf of the Principal Paying 
Agent.  The Issuer may use the facsimile signature of any person who at 
the date such signature is affixed is a Director of the Issuer 
notwithstanding that at the time of issue of any of the Definitive Original 
Bearer Bonds or the Original Registered Bonds he may have ceased for 
any reason to be the holder of such office.  The Definitive Original Bearer 
Bonds so executed and authenticated, the Original Registered Bonds so 
executed, and the Original Coupons, upon execution and authentication of 
the relevant Definitive Original Bearer Bonds, shall be binding and valid 
obligations of the Issuer.  The Original Coupons shall not be signed.

4.	FEES, DUTIES AND TAXES
THE Issuer will pay any stamp, issue, registration, documentary and other 
fees, duties and taxes, including interest and penalties, payable on or in 
connection with (i) the execution and delivery of these presents, (ii) the 
constitution and original issue of the Securities and the Coupons and (iii) 
any action taken by or on behalf of the Trustee or (where permitted under 
these presents so to do) any Holder or Couponholder to enforce, or to 
resolve any doubt concerning, or for any other purpose in relation to, these 
presents. 

5.	COVENANT OF COMPLIANCE
THE Issuer covenants with the Trustee that it will comply with and 
perform and observe all the provisions of these presents which are 
expressed to be binding on it. The Conditions shall be binding on the 
Issuer, the Holders and the Couponholders. The Trustee shall be entitled 
to enforce the obligations of the Issuer under the Securities and the 
Coupons as if the same were set out and contained in the trust deeds 
constituting the same, which shall be read and construed as one document 
with the Securities and the Coupons.  

The Trustee shall hold the benefit of this covenant upon trust for itself and 
the Holders according to its and their respective interests.

6.	CANCELLATION OF SECURITIES AND RECORDS
(A)	THE Issuer shall procure that all Securities (i) redeemed or (ii) purchased 
by or on behalf of the Issuer or any Subsidiary of the Issuer and 
surrendered for cancellation or (iii) which, being mutilated or defaced, 
have been surrendered and replaced pursuant to Condition 14 or 
(iv) exchanged as provided in these presents (together in each case with all 
unmatured Coupons attached thereto or delivered therewith) and all 
Coupons paid in accordance with the Conditions or which, being mutilated 
or defaced, have been surrendered and replaced pursuant to Condition 14 
and all Talons exchanged in accordance with the Conditions for further 
Coupons shall forthwith be cancelled by or on behalf of the Issuer and a 
certificate stating:

(a)	the aggregate principal amount of Securities which have been 
redeemed and the aggregate amounts in respect of Coupons which 
have been paid;

(b)	the serial numbers of such Bearer Securities in definitive form;

(c)	the total numbers (where applicable, of each denomination) by 
maturity date of such Coupons;

(d)	the aggregate amount of interest paid (and the due dates of such 
payments) on Global Securities and/or on Registered Securities;

(e)	the aggregate principal amount of Securities (if any) which have 
been purchased by or on behalf of the Issuer or any Subsidiary of 
the Issuer and cancelled and the serial numbers of such Bearer 
Securities in definitive form and the total number (where 
applicable, of each denomination) by maturity date of the 
Coupons attached thereto or surrendered therewith;

(f)	the aggregate principal amounts of Securities and the aggregate 
amounts in respect of Coupons which have been so exchanged or 
surrendered and replaced and the serial numbers of such Bearer 
Securities in definitive form and the total number (where 
applicable, of each denomination) by maturity date of such 
Coupons;

(g)	the total number (where applicable, of each denomination) by 
maturity date of unmatured Coupons missing from Securities in 
definitive form bearing interest at a fixed rate which have been 
redeemed or exchanged or surrendered and replaced and the serial 
numbers of the Bearer Securities in definitive form to which such 
missing unmatured Coupons appertained; and 

(h)	the total number (where applicable, of each denomination) by 
maturity date of Talons which have been exchanged for further 
Coupons 

shall be given to the Trustee by or on behalf of the Issuer as soon as 
possible and in any event within four months after the date of such 
redemption, purchase, payment, exchange or replacement (as the case may 
be). The Trustee may accept such certificate as conclusive evidence of 
redemption, purchase, exchange or replacement pro tanto of the Securities 
or payment of interest thereon or exchange of the Talons respectively and 
of cancellation of the relative Securities and Coupons. 

(B)	The Issuer shall procure (i) that the Principal Paying Agent shall keep a 
full and complete record of all Securities and Coupons (other than serial 
numbers of Coupons) and of their redemption, purchase by or on behalf of 
the Issuer or any Subsidiary of the Issuer, cancellation, payment or 
exchange (as the case may be) and of all replacement securities or 
coupons or talons issued in substitution for lost, stolen, mutilated, defaced 
or destroyed Securities or Coupons (ii) that the Principal Paying Agent 
shall in respect of the Coupons of each maturity retain (in the case of 
Coupons other than Talons) until the expiry of 10 years from the Relevant 
Date in respect of such Coupons and (in the case of Talons) indefinitely 
either all paid or exchanged Coupons of that maturity or a list of the serial 
numbers of Coupons of that maturity still remaining unpaid or 
unexchanged and (iii) that such records and Coupons (if any) shall be 
made available to the Trustee at all reasonable times. 

7.	ENFORCEMENT
(A)	THE Trustee may at any time, at its discretion and without notice, take 
such proceedings and/or other action as it may think fit against or in 
relation to the Issuer to enforce its obligations under these presents.

(B)	Proof that as regards any specified Security or Coupon the Issuer has 
made default in paying any amount due in respect of such Security or 
Coupon shall (unless the contrary be proved) be sufficient evidence that 
the same default has been made as regards all other Securities or Coupons 
(as the case may be) in respect of which the relevant amount is due and 
payable.

(C)	References in the provisions of any Trust Deed supplemental to this Trust 
Deed corresponding to provisos (iii) and (iv) to Clause 2(B) to "the rate 
aforesaid" shall, in respect of any Securities bearing interest at a floating 
or variable rate, in the event of such Securities having become due and 
repayable, with effect from the expiry of the interest period during which 
such Securities become due and repayable, be construed as references to a 
rate of interest calculated mutatis mutandis in accordance with the 
Conditions except that no notices need be published in respect thereof.

8.	PROCEEDINGS, ACTION AND INDEMNIFICATION
(A)	THE Trustee shall not be bound to take any proceedings mentioned in 
Clause 7(A) or any other action in relation to these presents unless 
respectively directed or requested to do so (i) by an Extraordinary 
Resolution or (ii) in writing by the holders of at least one-quarter in 
principal amount of the Securities then outstanding and in either case then 
only if it shall be indemnified to its satisfaction against all Liabilities to 
which it may thereby render itself liable or which it may incur by so 
doing. 

(B)	Only the Trustee may enforce the provisions of these presents. No Holder 
or Couponholder shall be entitled to proceed directly against the Issuer to 
enforce the performance of any of the provisions of these presents unless 
the Trustee having become bound as aforesaid to take proceedings fails to 
do so within a reasonable period and such failure is continuing. 

9.	APPLICATION OF MONEYS
ALL moneys received by the Trustee under these presents shall, unless 
and to the extent attributable in the opinion of the Trustee to a particular 
series of the Securities, be apportioned pari passu and rateably between 
each series of the Securities, and all moneys received by the Trustee under 
these presents to the extent attributable in the opinion of the Trustee to a 
particular series of the Securities or which are apportioned to such series 
as aforesaid (including any moneys which represent principal, premium or 
interest in respect of Securities or Coupons which have become void under 
Condition 10) shall be held by the Trustee upon trust to apply them 
(subject to Clause 11):

FIRST in payment or satisfaction of all amounts then due and unpaid 
under Clauses 14 and/or 15(J) to the Trustee and/or any Appointee;

SECONDLY in or towards payment pari passu and rateably of all 
principal, premium (if any) and interest then due and unpaid in respect of 
the Securities of that series;

THIRDLY in or towards payment pari passu and rateably of all 
principal, premium (if any) and interest then due and unpaid in respect of 
the Securities of each other series; and

FOURTHLY in payment of the balance (if any) to the Issuer (without 
prejudice to, or liability in respect of, any question as to how such 
payment to the Issuer shall be dealt with as between the Issuer and any 
other person).

Without prejudice to this Clause 9, if the Trustee holds any moneys which 
represent principal, premium (if any) and interest in respect of the 
Securities which have become void or in respect of which claims have 
been prescribed under Condition 10, the Trustee will hold such moneys on 
the above trusts.

10.	NOTICE OF PAYMENTS
THE Trustee shall give notice to the relevant Holders in accordance with 
Condition 15 of the day fixed for any payment to them under Clause 9. 
Such payment may be made in accordance with Condition 6 and any 
payment so made shall be a good discharge to the Trustee. 

11.	INVESTMENT BY TRUSTEE
(A)	IF the amount of the moneys at any time available for the payment of 
principal, premium (if any) and interest in respect of the Securities under 
Clause 9 shall be less than 10 per cent. of the principal amount of the 
Securities then outstanding the Trustee may at its discretion invest such 
moneys in some or one of the investments authorised below. The Trustee 
at its discretion may vary such investments and may accumulate such 
investments and the resulting income until the accumulations, together 
with any other funds for the time being under the control of the Trustee 
and available for such purpose, amount to at least 10 per cent. of the 
principal amount of the Securities then outstanding and then such 
accumulations and funds shall be applied under Clause 9. 

(B)	Any moneys which under the trusts of these presents ought to or may be 
invested by the Trustee may be invested in the name or under the control 
of the Trustee in any investments or other assets in any part of the world 
whether or not they produce income or by placing the same on deposit in 
the name or under the control of the Trustee at such bank or other 
financial institution and in such currency as the Trustee may think fit. If 
such bank or financial 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 largest amount of interest payable by it on such a 
deposit to an independent customer.  The Trustee may at any time vary 
any such investments for or into other investments or convert any moneys 
so deposited into any other currency and shall not be responsible for any 
loss resulting from any such investments or deposits, whether due to 
depreciation in value, fluctuations in exchange rates or otherwise. 

12.	PARTIAL PAYMENTS
UPON any payment under Clause 9 (other than payment in full against 
surrender of a Security or Coupon) the Security or Coupon in respect of 
which such payment is made shall be produced to the Trustee or the 
Paying Agent by or through whom such payment is made and the Trustee 
shall or shall cause such Paying Agent to enface thereon a memorandum 
of the amount and the date of payment but the Trustee may in any 
particular case or generally in relation to Registered Securities dispense 
with such production and enfacement upon such indemnity being given as 
it shall think sufficient.

13.	COVENANTS BY THE ISSUER
SO long as any of the Securities remains outstanding (or, in the case of 
paragraphs (viii), (ix), (xiii) to (xvi) inclusive and (xviii), so long as any 
of the Securities or Coupons remains liable to prescription) the Issuer 
covenants with the Trustee that it shall:

(i)	at all times carry on and conduct its affairs and procure its 
Subsidiaries to carry on and conduct their respective affairs in a 
proper and efficient manner;  

(ii)	give or procure to be given to the Trustee such opinions, 
certificates, information and evidence as it shall properly require 
and in such form as it shall properly require (including without 
limitation the procurement by the Issuer of all such certificates 
called for by the Trustee pursuant to Clause 15(C)) for the 
purpose of the proper discharge or exercise of the duties, trusts, 
powers, authorities and discretions vested in it under these 
presents or by operation of law;  

(iii)	cause to be prepared and certified by the Auditors in respect of 
each financial accounting period accounts in such form as will 
comply with all relevant legal and accounting requirements and all 
applicable requirements for the time being of The Stock 
Exchange;  

(iv)	at all times keep and procure its Subsidiaries to keep proper 
books of account and following the occurrence of an Event of 
Default or a Potential Event of Default or if the Trustee has 
grounds to believe that an Event of Default or a Potential Event of 
Default has occurred or is likely to occur allow and procure its 
Subsidiaries to allow the Trustee and any person appointed by the 
Trustee to whom the Issuer or the relevant Subsidiary (as the case 
may be) shall have no reasonable objection free access to such 
books of account at all reasonable times during normal business 
hours;

(v)	send to the Trustee (in addition to any copies to which it may be 
entitled as a holder of any securities of the Issuer) two copies in 
English of every balance sheet, profit and loss account, report, 
circular and notice of general meeting and every other document 
issued or sent to its shareholders together with any of the 
foregoing, and every document issued or sent to holders of 
securities other than its shareholders (including the Holders) as 
soon as reasonably practicable after the issue or publication 
thereof;  

(vi)	forthwith give notice in writing to the Trustee of the coming into 
existence of any Security Interest which would require any 
security to be given to any series of the Securities pursuant to 
Condition 4 or of the occurrence of any Event of Default or any 
Potential Event of Default or any Restructuring Event;  

(vii)	give to the Trustee (a) within seven days after demand by the 
Trustee therefor and (b) (without the necessity for any such 
demand) promptly after the publication of its audited accounts in 
respect of each financial period commencing with the financial 
period ending 31st March, 1995 and in any event not later than 
180 days after the end of each such financial period a certificate 
of the Issuer signed by two Directors of the Issuer to the effect 
that as at a date not more than seven days before delivering such 
certificate (the "relevant date") there did not exist and had not 
existed since the relevant date of the previous certificate (or in the 
case of the first such certificate the date hereof) any Event of 
Default or any Potential Event of Default or any Restructuring 
Event (or if such exists or existed specifying the same) and that 
during the period from and including the relevant date of the last 
such certificate (or in the case of the first such certificate the date 
hereof) to and including the relevant date of such certificate the 
Issuer has complied with all its obligations contained in these 
presents or (if such is not the case) specifying the respects in 
which it has not complied;  

(viii)	at all times execute and do all such further documents, acts and 
things as may be necessary at any time or times in the opinion of 
the Trustee to give effect to these presents;  

(ix)	at all times maintain an Agent Bank, Reference Banks, Paying 
Agents, a Registrar and Transfer Agents in accordance with the 
Conditions;

(x)	procure the Principal Paying Agent to notify the Trustee forthwith 
in the event that it does not, on or before the due date for any 
payment in respect of the Securities or any of them or any of the 
Coupons, receive unconditionally pursuant to the Agency 
Agreement payment of the full amount in the requisite currency of 
the moneys payable on such due date on all such Securities or 
Coupons as the case may be; 

(xi)	in the event of the unconditional payment to the Principal Paying 
Agent of any sum due in respect of the Securities or any of them 
or any of the Coupons being made after the due date for payment 
thereof forthwith give or procure to be given notice to the relevant 
Holders in accordance with Condition 15 that such payment has 
been made;  

(xii)	use all reasonable endeavours to maintain the listing of the 
Securities on The Stock Exchange or, if it is unable to do so 
having used all reasonable endeavours, use all reasonable 
endeavours to obtain and maintain a quotation or listing of the 
Securities on such other stock exchange or exchanges or securities 
market or markets as the Issuer may (with the prior written 
approval of the Trustee) decide and shall also upon obtaining a 
quotation or listing of the Securities on such other stock exchange 
or exchanges or securities market or markets enter into a trust 
deed supplemental to this Trust Deed to effect such consequential 
amendments to these presents as the Trustee may require or as 
shall be requisite to comply with the requirements of any such 
stock exchange or securities market;  

(xiii)	give notice to the Holders in accordance with Condition 15 of any 
appointment, resignation or removal of any Agent Bank, 
Reference Bank, Paying Agent, Registrar or Transfer Agent 
(other than the appointment of the initial Agent Bank, Reference 
Banks, Paying Agents, Registrar and Transfer Agents) after 
having obtained the prior written approval of the Trustee thereto 
or any change of any Paying Agent's, Registrar's or Transfer 
Agent's specified office and (except as provided by the Agent 
Bank Agreement or the Agency Agreement or the Conditions) at 
least 30 days prior to such event taking effect; PROVIDED 
ALWAYS THAT so long as any of the Securities remains 
outstanding in the case of the termination of the appointment of 
the Agent Bank, the Registrar or a Transfer Agent or so long as 
any of the Securities or Coupons remains liable to prescription in 
the case of the termination of the appointment of the Principal 
Paying Agent no such termination shall take effect until a new 
Agent Bank, Registrar, Transfer Agent or Principal Paying Agent 
(as the case may be) has been appointed on terms previously 
approved in writing by the Trustee;  

(xiv)	obtain the prior written approval of the Trustee to, and promptly 
give to the Trustee two copies of, the form of every notice given 
to the Holders in accordance with Condition 15 (such approval, 
unless so expressed, not to constitute approval for the purposes of 
Section 57 of the Financial Services Act 1986 of the United 
Kingdom of any such notice which is an investment advertisement 
(as therein defined));  

(xv)	if payments of principal, premium or interest in respect of the 
Securities or the Coupons by the Issuer shall become subject 
generally to the taxing jurisdiction of any territory or any political 
sub-division thereof or any authority therein or thereof having 
power to tax other than or in addition to the United Kingdom or 
any such political sub-division thereof or any such authority 
therein or thereof, as soon as reasonably practicable after having 
become aware thereof notify the Trustee of such event and (unless 
the Trustee otherwise agrees) enter forthwith into a Trust Deed 
supplemental to this Trust Deed, giving to the Trustee an 
undertaking or covenant in form and manner satisfactory to the 
Trustee in terms corresponding to the terms of Condition 9 with 
the substitution for (or, as the case may be, the addition to) the 
references therein to the United Kingdom or any political sub-
division thereof or any authority therein or thereof having power 
to tax of references to that other or additional territory or any 
political sub-division thereof or any authority therein or thereof 
having power to tax to whose taxing jurisdiction such payments 
shall have become subject as aforesaid such Trust Deed also 
(where applicable) to modify Condition 7(c) so that such 
Condition shall make reference to the other or additional territory, 
any political sub-division thereof and any authority therein or 
thereof having power to tax; 

(xvi)	comply with and perform all its obligations under the Agent Bank 
Agreement and the Agency Agreement and use all reasonable 
endeavours to procure that the Agent Bank, the Paying Agents, 
the Registrar and the Transfer Agents comply with and perform 
all their respective obligations thereunder and (in the case of the 
Paying Agents) any notice given by the Trustee pursuant to 
Clause 2(C)(i) and not make any amendment or modification to 
either of such Agreements without the prior written approval of 
the Trustee;

(xvii)	in order to enable the Trustee to ascertain the principal amount of 
Securities of each series for the time being outstanding for any of 
the purposes referred to in the proviso to the definition of 
"outstanding" in Clause 1, deliver to the Trustee forthwith upon 
being so requested in writing by the Trustee a certificate in 
writing signed by two Directors of the Issuer setting out the total 
number and aggregate principal amount of Securities of each 
series which:

(a)	up to and including the date of such certificate have been 
purchased by the Issuer, any Subsidiary of the Issuer, any 
holding company of the Issuer or any other Subsidiary of 
any such holding company and cancelled; and  

(b)	are at the date of such certificate held by, for the benefit 
of, or on behalf of, the Issuer, any Subsidiary of the 
Issuer, any holding company of the Issuer or any other 
Subsidiary of any such holding company;

(xviii)	procure its Subsidiaries to comply with all (if any) applicable 
provisions of Condition 7(d);

(xix)	procure that each of the Paying Agents makes available for 
inspection by Holders and Couponholders at its specified office 
copies of these presents, the Agency Agreement, the Agent Bank 
Agreement and the then latest audited balance sheet and profit and 
loss account (consolidated if applicable) of the Issuer;

(xx)	if, in accordance with the provisions of the Conditions, interest in 
respect of Bearer Securities denominated in U.S. dollars becomes 
payable at the specified office of any Paying Agent in the United 
States of America promptly give notice thereof to the Holders in 
accordance with Condition 15;

(xxi)	give to the Trustee at the same time as sending to it the 
certificates referred to in paragraph (vii) above and in any event 
not later than 180 days after the last day of each financial period 
of the Issuer, a certificate by the Auditors listing those 
Subsidiaries of the Issuer which as at the relevant date (as defined 
in paragraph (vii) above) of the relevant certificate given under 
paragraph (vii) above or, as the case may be, as at such last day 
were Principal Subsidiaries for the purposes of Condition 11; and

(xxii)	give to the Trustee, as soon as reasonably practicable after the 
acquisition or disposal of any company which thereby becomes or 
ceases to be a Principal Subsidiary or after any transfer is made 
to any Subsidiary of the Issuer which thereby becomes a Principal 
Subsidiary, a certificate by the Auditors to such effect;

(xxiii)	upon due surrender in accordance with the Conditions, pay the 
face value of all Coupons (including Coupons issued in exchange 
for Talons) appertaining to all Securities purchased by the Issuer, 
any Subsidiary of the Issuer, any holding company of the Issuer 
or any other Subsidiary of any such holding company;

(xxiv)	give to the Trustee a certificate of the Auditors:

(a)	specifying the amount of the Capital and Reserves for the 
purposes of Condition 4, such certificate to be provided 
before the Issuer creates or has outstanding a Security 
Interest in respect of any Relevant Indebtedness and/or 
guarantees within Condition 4;

(b)	specifying that a Subsidiary of the Issuer satisfies the 
provisions of Condition 4(B)(i) and (ii), such certificate 
to be provided before or at the same time as any written 
notice given to the Trustee by the Issuer under 
Condition 4(B)(iii) that a Subsidiary of the Issuer is an 
Excluded Subsidiary; and

(c)	specifying the amount of the Capital and Reserves for the 
purposes of Condition 11(c), such certificate to be 
provided within 10 days of any request by the Trustee for 
its provision;

(xxv)	give to the Trustee a certificate of two Directors of the Issuer:

(a)	specifying the aggregate amount of any Relevant 
Indebtedness of the Issuer or a PES Subsidiary or 
guaranteed by the Issuer or a PES Subsidiary and in 
respect of which a Security Interest or Security Interests 
has or have been created or is or are outstanding, such 
certificate to be provided before the Issuer or a PES 
Subsidiary creates or has outstanding any new Security 
Interest;

(b)	specifying details of any modification to the terms and 
conditions of the PES Licence, such certificate to be 
provided promptly upon any such modification being 
made; and

 (c)	specifying any higher figure determined by the Director 
(as defined in the PES Licence) as is mentioned in 
Condition 11, such certificate to be provided within 
5 days of the Director determining such figure by notice 
in writing to the Secretary of State (as defined in the PES 
Licence) and the Issuer; and

(xxvi)	give notice to the Trustee as soon as practicable after its Directors 
or the Directors of any PES Subsidiary have resolved to give any 
Security Interest in respect of any Relevant Indebtedness or 
guarantee as described in Condition 4.

14.	REMUNERATION AND INDEMNIFICATION OF TRUSTEE
(A)	THE Issuer shall pay to the Trustee remuneration for its services as 
trustee as from the date of this Trust Deed, such remuneration to be at 
such rate as may from time to time be agreed between the Issuer and the 
Trustee. Such remuneration shall be payable in advance on 17th January 
in each year, the first such payment to be made on the date hereof. Upon 
the issue of any Further Securities the rate of remuneration in force 
immediately prior thereto shall be increased by such amount as shall be 
agreed between the Issuer and the Trustee, such increased remuneration to 
be calculated from such date as shall be agreed as aforesaid. The rate of 
remuneration in force from time to time may upon the final redemption of 
the whole of the Securities of any series be reduced by such amount as 
shall be agreed between the Issuer and the Trustee, such reduced 
remuneration to be calculated from such date as shall be agreed as 
aforesaid. Such remuneration shall accrue from day to day and be payable 
(in priority to payments to the Holders and Couponholders) up to and 
including the date when, all the Securities having become due for 
redemption, the redemption moneys and interest thereon to the date of 
redemption have been paid to the Principal Paying Agent or the Trustee  
PROVIDED THAT if upon due presentation of any Security or Coupon 
or any cheque payment of the moneys due in respect thereof is improperly 
withheld or refused, remuneration will commence again to accrue. 

(B)	In the event of the occurrence of an Event of Default or a Potential Event 
of Default or the Trustee considering it expedient or necessary or being 
requested by the Issuer to undertake duties which the Trustee and the 
Issuer agree to be of an exceptional nature or otherwise outside the scope 
of the normal duties of the Trustee under these presents the Issuer shall 
pay to the Trustee such additional remuneration as shall be agreed 
between them.

(C)	The Issuer shall in addition pay to the Trustee an amount equal to the 
amount of any value added tax or similar tax chargeable in respect of its 
remuneration under these presents. 

(D)	In the event of the Trustee and the Issuer failing to agree:

(1)	(in a case to which sub-clause (A) above applies) upon the 
amount of the remuneration; or

(2)	(in a case to which sub-clause (B) above applies) upon whether 
such duties shall be of an exceptional nature or otherwise outside 
the scope of the normal duties of the Trustee under these presents, 
or upon such additional remuneration,

such matters shall be determined by a merchant bank (acting as an expert 
and not as an arbitrator) selected by the Trustee and approved by the 
Issuer or, failing such approval, nominated (on the application of the 
Trustee) by the President for the time being of The Law Society of 
England and Wales (the expenses involved in such nomination and the 
fees of such merchant bank being payable by the Issuer) and the 
determination of any such merchant bank shall be final and binding upon 
the Trustee and the Issuer. 

(E)	The Issuer shall also pay or discharge all Liabilities incurred by the 
Trustee in relation to the preparation and execution of, the exercise of its 
powers and the performance of its duties under, and in any other manner 
in relation to, these presents, including but not limited to travelling 
expenses and any stamp, issue, registration, documentary and other taxes 
or duties paid or payable by the Trustee in connection with any action 
taken or contemplated by or on behalf of the Trustee for enforcing, or 
resolving any doubt concerning, or for any other purpose in relation to, 
these presents. 

(F)	All amounts payable pursuant to sub-clause (E) above and/or 
Clause 15(J) shall be payable by the Issuer on the date specified in a 
demand by the Trustee and in the case of payments actually made by the 
Trustee prior to such demand shall (if not paid within three days after 
such demand and the Trustee so requires) carry interest at the rate of two 
per cent. per annum above the Base Rate from time to time of National 
Westminster Bank Plc from the date specified in such demand, and in all 
other cases shall (if not paid on the date specified in such demand or, if 
later, within three days after such demand and, in either case, the Trustee 
so requires) carry interest at such rate from the date specified in such 
demand. All remuneration payable to the Trustee shall carry interest at 
such rate from the due date therefor.

(G)	Unless otherwise specifically stated in any discharge of these presents the 
provisions of this Clause and Clause 15(J) shall continue in full force and 
effect notwithstanding such discharge.

(H)	The Trustee shall be entitled in its absolute discretion to determine in 
respect of which series of Securities any Liabilities incurred under these 
presents have been incurred or to allocate any such Liabilities between the 
Original Bonds and any Further Securities of any series.

15.	SUPPLEMENT TO TRUSTEE ACT 1925
THE Trustee shall have all the powers conferred upon trustees by the 
Trustee Act 1925 of England and Wales and by way of supplement 
thereto it is expressly declared as follows:  

(A)	The Trustee may in relation to these presents act on the advice or 
opinion of or any information obtained from any lawyer, valuer, 
accountant, surveyor, banker, broker, auctioneer or other expert 
whether obtained by the Issuer, the Trustee or otherwise and shall 
not be responsible for any Liability occasioned by so acting. 

(B)	Any such advice, opinion or information may be sent or obtained 
by letter, telex, telegram, facsimile transmission or cable and the 
Trustee shall not be liable for acting on any advice, opinion or 
information purporting to be conveyed by any such letter, telex, 
telegram, facsimile transmission or cable although the same shall 
contain some error or shall not be authentic. 

(C)	The Trustee may call for and shall be at liberty to accept as 
sufficient evidence of any fact or matter or the expediency of any 
transaction or thing a certificate signed by any two Directors of 
the Issuer and the Trustee shall not be bound in any such case to 
call for further evidence or be responsible for any Liability that 
may be occasioned by it or any other person acting on such 
certificate. 

(D)	The Trustee shall be at liberty to hold or to place these presents 
and any other documents relating thereto in any part of the world 
with any banker or banking company or company whose business 
includes undertaking the safe custody of documents or lawyer or 
firm of lawyers considered by the Trustee to be of good repute 
and the Trustee shall not be responsible for or required to insure 
against any Liability incurred in connection with any such deposit 
and may pay all sums required to be paid on account of or in 
respect of any such deposit. 

(E)	The Trustee shall not be responsible for the receipt or application 
of the proceeds of the issue of any of the Securities by the Issuer, 
the exchange of any Global Security for another Global Security 
or definitive Securities or the delivery of any Global Security or 
definitive Securities to the person(s) entitled to it or them. 

(F)	The Trustee shall not be bound to give notice to any person of the 
execution of any documents comprised or referred to in these 
presents or to take any steps to ascertain whether any Event of 
Default, Potential Event of Default, Negative Rating Event, any 
Restructuring Event or any event which could lead to the 
occurrence of or could constitute a Restructuring Event has 
occurred and, until it shall have actual knowledge or express 
notice pursuant to these presents to the contrary, the Trustee shall 
be entitled to assume that no Event of Default, Potential Event of 
Default, Negative Rating Event, any Restructuring Event or any 
other such event has occurred and that the Issuer is observing and 
performing all its obligations under these presents. 

(G)	Save as expressly otherwise provided in these presents, the 
Trustee shall have absolute and uncontrolled discretion as to the 
exercise of its trusts, powers, authorities and discretions under 
these presents (the exercise of which as between the Trustee and 
the Holders and Couponholders shall be conclusive and binding 
on the Holders and Couponholders) and shall not be responsible 
for any Liability which may result from their exercise or non-
exercise. 

(H)	The Trustee shall not be liable to any person by reason of having 
acted upon any resolution purporting to have been passed at any 
meeting of the Holders of Securities of all or any series in respect 
whereof minutes have been made and signed even though 
subsequent to its acting it may be found that there was some 
defect in the constitution of the meeting or the passing of the 
resolution or that for any reason the resolution was not valid or 
binding upon such Holders and the relative Couponholders. 

(I)	The Trustee shall not be liable to any person by reason of having 
accepted as valid or not having rejected any Security or Coupon 
purporting to be such and subsequently found to be forged or not 
authentic.

(J)	Without prejudice to the right of indemnity by law given to 
trustees, the Issuer shall indemnify the Trustee and every 
Appointee and keep it or him indemnified against all Liabilities to 
which it or he may be or become subject or which may be 
incurred by it or him in the execution or purported execution of 
any of its trusts, powers, authorities and discretions under these 
presents or its or his functions under any such appointment or in 
respect of any other matter or thing done or omitted in any way 
relating to these presents or any such appointment. 

(K)	Any consent or approval given by the Trustee for the purposes of 
these presents may be given on such terms and subject to such 
conditions (if any) as the Trustee thinks fit and notwithstanding 
anything to the contrary in these presents may be given 
retrospectively. 

(L)	The Trustee shall not (unless and to the extent ordered so to do by 
a court of competent jurisdiction) be required to disclose to any 
Holder or Couponholder any information (including, without 
limitation, information of a confidential, financial or price 
sensitive nature) made available to the Trustee by the Issuer or 
any other person in connection with these presents and no Holder 
or Couponholder shall be entitled to take any action to obtain 
from the Trustee any such information.

(M)	Where it is necessary or desirable for any purpose in connection 
with these presents to convert any sum from one currency to 
another it shall (unless otherwise provided by these presents or 
required by law) be converted at such rate or rates, in accordance 
with such method and as at such date for the determination of 
such rate of exchange, as may be agreed by the Trustee in 
consultation with the Issuer and any rate, method and date so 
agreed shall be binding on the Issuer, the Holders and the 
Couponholders.

(N)	The Trustee may certify whether or not any of the conditions, 
events and acts set out in sub-paragraphs (b), (c), (e), (f), (g) and 
(h) (both inclusive) of Condition 11 (each of which conditions, 
events and acts shall, unless in any case the Trustee in its absolute 
discretion shall otherwise determine, for all the purposes of these 
presents be deemed to include the circumstances resulting therein 
and the consequences resulting therefrom) is in its opinion 
materially prejudicial to the interests of the Holders and any such 
certificate shall be conclusive and binding upon the Issuer, the 
Holders and the Couponholders. 

(O)	The Trustee as between itself and the Holders and Couponholders 
may determine all questions and doubts arising in relation to any 
of the provisions of these presents. Every such determination, 
whether or not relating in whole or in part to the acts or 
proceedings of the Trustee, shall be conclusive and shall bind the 
Trustee and the Holders and Couponholders.

(P)	In connection with the exercise by it of any of its trusts, powers, 
authorities and discretions under these presents (including, 
without limitation, any modification, waiver, authorisation, 
determination or substitution), the Trustee shall have regard to the 
interests of the Holders as a class and, in particular but without 
limitation, shall not have regard to the consequences of such 
exercise for individual Holders or Couponholders 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 Holder 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 Holders or 
Couponholders except to the extent already provided for in 
Condition 9 and/or any undertaking given in addition thereto or in 
substitution therefor under these presents. 

(Q)	Any trustee of these 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 professional and other 
charges for business transacted and acts done by him or his firm 
in connection with the trusts of these presents 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 these presents. 

(R)	The Trustee may whenever it thinks fit delegate by power of 
attorney or otherwise to any person or persons or fluctuating body 
of persons (whether being a joint trustee of these presents or not) 
all or any of its trusts, powers, authorities and discretions under 
these presents.  Such delegation may be made upon such terms 
(including power to sub-delegate) and subject to such conditions 
and regulations as the Trustee may in the interests of the Holders 
think fit. The Trustee shall not be under any obligation to 
supervise the proceedings or acts of any such delegate or sub-
delegate or be in any way responsible for any Liability incurred 
by reason of any misconduct or default on the part of any such 
delegate or sub-delegate. The Trustee shall within a reasonable 
time after any such delegation or any renewal, extension or 
termination thereof give notice thereof to the Issuer. 

(S)	The Trustee may in the conduct of the trusts of these presents 
instead of acting personally employ and pay an agent (whether 
being 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 in 
connection with these presents (including the receipt and payment 
of money). The Trustee shall not be in any way responsible for 
any Liability incurred by reason of any misconduct or default on 
the part of any such agent or be bound to supervise the 
proceedings or acts of any such agent.

(T)	The Trustee shall not be responsible for the execution, delivery, 
legality, effectiveness, adequacy, genuineness, validity, 
enforceability or admissibility in evidence of these presents or any 
other document relating thereto and shall not be liable for any 
failure to obtain any licence, consent or other authority for the 
execution, delivery, legality, effectiveness, adequacy, genuineness, 
validity, performance, enforceability or admissibility in evidence 
of these presents or any other document relating thereto.

16.	TRUSTEE'S LIABILITY
NOTHING in these presents shall in any case in which the Trustee has 
failed to show the degree of care and diligence required of it as trustee 
having regard to the provisions of these presents conferring on it any 
trusts, powers, authorities or discretions exempt the Trustee from or 
indemnify it against any liability for breach of trust or any Liability which 
by virtue of any rule of law would otherwise attach to it in respect of any 
negligence, default, breach of duty or breach of trust of which it may be 
guilty in relation to its duties under these presents.

17.	TRUSTEE CONTRACTING WITH ISSUER
NEITHER the Trustee nor any director or officer of a corporation acting 
as a trustee under these presents shall by reason of its or his fiduciary 
position be in any way precluded from:

(i)	entering into or being interested in any contract or financial or 
other transaction or arrangement with the Issuer or any person or 
body corporate associated with the Issuer (including without 
limitation any contract, transaction or arrangement of a banking 
or insurance nature or any contract, transaction or arrangement in 
relation to the making of loans or the provision of financial 
facilities to, or the purchase, placing or underwriting of or the 
subscribing or procuring subscriptions for or otherwise acquiring, 
holding or dealing with the Securities or any other bonds, notes, 
stocks, shares, debenture stock, debentures or other securities of, 
the Issuer or any person or body corporate associated as 
aforesaid); or


(ii)	accepting or holding the trusteeship of any other trust deed 
constituting or securing any other securities issued by or relating 
to the Issuer or any such person or body corporate so associated 
or any other office of profit under the Issuer or any such person 
or body corporate so associated 

and shall be entitled to retain and shall not be in any way liable to account 
for any profit made or share of brokerage or commission or remuneration 
or other benefit received thereby or in connection therewith. 

18.	WAIVER, AUTHORISATION AND DETERMINATION
(A)	THE Trustee may without prejudice to its rights in respect of any 
subsequent breach, Event of Default or Potential Event of Default from 
time to time and at any time but only if and in so far as in its opinion the 
interests of the Holders shall not be materially prejudiced thereby waive or 
authorise any breach or proposed breach by the Issuer of any of the 
covenants or provisions contained in these presents or determine that any 
Event of Default or Potential Event of Default shall not be treated as such 
for the purposes of these presents PROVIDED ALWAYS THAT the 
Trustee shall not exercise any powers conferred on it by this Clause in 
contravention of any express direction given by Extraordinary Resolution 
or by a request under Condition 11 but so that no such direction or request 
shall affect any waiver, authorisation or determination previously given or 
made. Any such waiver, authorisation or determination may be given or 
made on such terms and subject to such conditions (if any) as the Trustee 
may determine, shall be binding on the Holders and the Couponholders 
and, if, but only if, the Trustee shall so require, shall be notified by the 
Issuer to the Holders in accordance with Condition 15 as soon as 
practicable thereafter. 

MODIFICATION

(B)	The Trustee may without the consent of the Holders or Couponholders at 
any time and from time to time concur with the Issuer in making any 
modification (i) to these presents (other than the proviso to paragraph 5 of 
the Fourth Schedule or any of the matters referred to in that proviso) 
which in the opinion of the Trustee it may be proper to make PROVIDED 
THAT the Trustee is of the opinion that such modification will not be 
materially prejudicial to the interests of the Holders or (ii) to these 
presents if in the opinion of the Trustee such modification is of a formal, 
minor or technical nature or to correct a manifest error. Any such 
modification may be made on such terms and subject to such conditions 
(if any) as the Trustee may determine, shall be binding upon the Holders 
and the Couponholders and, unless the Trustee agrees otherwise, shall be 
notified by the Issuer to the Holders in accordance with Condition 15 as 
soon as practicable thereafter. 

19.	HOLDER OF DEFINITIVE BEARER SECURITY ASSUMED TO 
BE COUPONHOLDER
(A)	WHEREVER in these presents the Trustee is required or entitled to 
exercise a power, trust, authority or discretion under these presents, 
except as ordered by a court of competent jurisdiction or as required by 
applicable law, the Trustee shall, notwithstanding that it may have express 
notice to the contrary, assume that each Holder is the holder of all 
Coupons appertaining to each Bearer Security in definitive form of which 
he is the holder. 

NO NOTICE TO COUPONHOLDERS

(B)	Neither the Trustee nor the Issuer shall be required to give any notice to 
the Couponholders for any purpose under these presents and the 
Couponholders shall be deemed for all purposes to have notice of the 
contents of any notice given to the Holders in accordance with 
Condition 15.

ENTITLEMENT TO TREAT HOLDER AS ABSOLUTE OWNER

(C)	The Issuer, the Trustee, the Paying Agents, the Registrar and the Transfer 
Agents may (to the fullest extent permitted by applicable laws) deem and 
treat the holder of any Security and the holder of any Coupon as the 
absolute owner of such Security or Coupon, as the case may be, for all 
purposes (whether or not such Security or Coupon shall be overdue and 
notwithstanding any notice of ownership thereof, any notice of loss or 
theft thereof or any writing thereon), and the Issuer, the Trustee, the 
Paying Agents, the Registrar and the Transfer Agents shall not be affected 
by any notice to the contrary. All payments made to any such holder shall 
be valid and, to the extent of the sums so paid, effective to satisfy and 
discharge the liability for the moneys payable in respect of such Security 
or Coupon, as the case may be. 

20.	SUBSTITUTION
(A)	(1)	The Trustee may without the consent of the Holders or 
Couponholders at any time agree with the Issuer to the 
substitution in place of the Issuer (or of the previous substitute 
under this Clause) as the principal debtor under these presents of 
any Subsidiary of the Issuer (such substituted company being 
hereinafter called the "New Company") provided that a trust deed 
is executed or some other form of undertaking is given by the 
New Company in form and manner satisfactory to the Trustee, 
agreeing to be bound by the provisions of these presents with any 
consequential amendments which the Trustee may deem 
appropriate as fully as if the New Company had been named in 
these presents as the principal debtor in place of the Issuer (or of 
the previous substitute under this Clause) and provided further 
that the Issuer unconditionally and irrevocably guarantees all 
amounts payable under these presents save where the Issuer has 
transferred the PES Licence to the New Company.

(2)	The following further conditions shall apply to (1) above:

(i)	the Issuer and the New Company shall comply with such 
other requirements as the Trustee may direct in the 
interests of the Holders;

(ii)	where the New Company is incorporated, domiciled or 
resident in, or subject generally to the taxing jurisdiction 
of, a territory other than or in addition to the United 
Kingdom or any political sub-division thereof or any 
authority therein or thereof having power to tax, 
undertakings or covenants shall be given by the New 
Company in terms corresponding to the provisions of 
Condition 9 with the substitution for (or, as the case may 
be, the addition to) the references to the United Kingdom 
of references to that other or additional territory in which 
the New Company is incorporated, domiciled or resident 
or to whose taxing jurisdiction it is subject and (where 
applicable) Condition 7(c) shall be modified accordingly;

(iii)	without prejudice to the rights of reliance of the Trustee 
under the immediately following paragraph (iv), the 
Trustee is satisfied that the relevant transaction is not 
materially prejudicial to the interests of the Holders; and

(iv)	if two Directors of the New Company (or other officers 
acceptable to the Trustee) shall certify that the New 
Company is solvent at the time at which the relevant 
transaction is proposed to be effected (which certificate 
the Trustee may rely upon absolutely) the Trustee shall 
not be under any duty to have regard to the financial 
condition, profits or prospects of the New Company or to 
compare the same with those of the Issuer or the previous 
substitute under this Clause as applicable.

(B)	Any such Trust Deed or undertaking shall, if so expressed, operate to 
release the Issuer or the previous substitute as aforesaid from all of its 
obligations qua principal debtor under these presents. Not later than 14 
days after the execution of such documents and compliance with such 
requirements, the New Company shall give notice thereof in a form 
previously approved by the Trustee to the Holders in the manner provided 
in Condition 15. Upon the execution of such documents and compliance 
with such requirements, the New Company shall be deemed to be named 
in these presents as the principal debtor in place of the Issuer (or in place 
of the previous substitute under this Clause) under these presents and 
these presents shall be deemed to be amended in such manner as shall be 
necessary to give effect to the above provisions and, without limitation, 
references in these presents to the Issuer shall, where the context so 
requires, be deemed to be or include references to the New Company.

21.	CURRENCY INDEMNITY
THE Issuer shall indemnify the Trustee, every Appointee, the Holders and 
the Couponholders and keep them indemnified against:

(a)	any Liability incurred by any of them arising from the non-
payment by the Issuer of any amount due to the Trustee or the 
Holders or Couponholders under these presents by reason of any 
variation in the rates of exchange between those used for the 
purposes of calculating the amount due under a judgment or order 
in respect thereof and those prevailing at the date of actual 
payment by the Issuer; and  

(b)	any deficiency arising or resulting from any variation in rates of 
exchange between (i) the date as of which the local currency 
equivalent of the amounts due or contingently due under these 
presents (other than this Clause) is calculated for the purposes of 
any bankruptcy, insolvency or liquidation of the Issuer and (ii) the 
final date for ascertaining the amount of claims in such 
bankruptcy, insolvency or liquidation. The amount of such 
deficiency shall be deemed not to be reduced by any variation in 
rates of exchange occurring between the said final date and the 
date of any distribution of assets in connection with any such 
bankruptcy, insolvency or liquidation. 

The above indemnity shall constitute an obligation of the Issuer separate 
and independent from its obligations under the other provisions of these 
presents and shall apply irrespective of any indulgence granted by the 
Trustee or the Holders or the Couponholders from time to time and shall 
continue in full force and effect notwithstanding the judgment or filing of 
any proof or proofs in any bankruptcy, insolvency or liquidation of the 
Issuer for a liquidated sum or sums in respect of amounts due under these 
presents (other than this Clause). Any such deficiency as aforesaid shall 
be deemed to constitute a loss suffered by the Holders and Couponholders 
and no proof or evidence of any actual loss shall be required by the Issuer 
or its liquidator or liquidators. 

22.	NEW TRUSTEE
(A)	THE power to appoint a new trustee of these presents shall be vested in 
the Issuer but no person shall be appointed who shall not previously have 
been approved by an Extraordinary Resolution. One or more persons may 
hold office as trustee or trustees of these presents but such trustee or 
trustees shall be or include a Trust Corporation. Whenever there shall be 
more than two trustees of these presents the majority of such trustees shall 
be competent to execute and exercise all the duties, powers, trusts, 
authorities and discretions vested in the Trustee by these presents provided 
that a Trust Corporation shall be included in such majority. Any 
appointment of a new trustee of these presents shall as soon as practicable 
thereafter be notified by the Issuer to the Principal Paying Agent, the 
Registrar, the Transfer Agents and the Holders. 

SEPARATE AND CO-TRUSTEES

(B)	Notwithstanding the provisions of sub-clause (A) above, the Trustee may, 
upon giving prior notice to the Issuer (but without the consent of the 
Issuer, the Holders or the Couponholders), appoint any person established 
or resident in any jurisdiction (whether a Trust Corporation or not) to act 
either as a separate trustee or as a co-trustee jointly with the Trustee:

(i)	if the Trustee considers such appointment to be in the interests of 
the Holders;

(ii)	for the purposes of conforming to any legal requirements, 
restrictions or conditions in any jurisdiction in which any 
particular act or acts is or are to be performed; or

(iii)	for the purposes of obtaining a judgment in any jurisdiction or the 
enforcement in any jurisdiction of either a judgment already 
obtained or any of the provisions of these presents against the 
Issuer. 

The Issuer irrevocably appoints the Trustee to be its attorney in its name 
and on its behalf to execute any such instrument of appointment. Such a 
person shall (subject always to the provisions of these presents) have such 
trusts, powers, authorities and discretions (not exceeding those conferred 
on the Trustee by these presents) and such duties and obligations as shall 
be conferred or imposed by the instrument of appointment. The Trustee 
shall have power in like manner to remove any such person. Such 
reasonable remuneration as the Trustee may pay to any such person, 
together with any attributable Liabilities incurred by it in performing its 
function as such separate trustee or co-trustee, shall for the purposes of 
these presents be treated as Liabilities incurred by the Trustee. 

23.	TRUSTEE'S RETIREMENT AND REMOVAL
A trustee of these presents may retire at any time on giving not less than 
three months' prior written notice to the Issuer without giving any reason 
and without being responsible for any Liabilities incurred by reason of 
such retirement. The Holders may by Extraordinary Resolution remove 
any trustee or trustees for the time being of these presents. The Issuer 
undertakes that in the event of the only trustee of these presents which is a 
Trust Corporation giving notice under this Clause or being removed by 
Extraordinary Resolution it will use its best endeavours to procure that a 
new trustee of these presents being a Trust Corporation is appointed as 
soon as reasonably practicable thereafter. The retirement or removal of 
any such trustee shall not become effective until a successor trustee being 
a Trust Corporation is appointed. 

24.	TRUSTEE'S POWERS TO BE ADDITIONAL
THE powers conferred upon the Trustee by these presents shall be in 
addition to any powers which may from time to time be vested in the 
Trustee by the general law or as a holder of any of the Securities or 
Coupons. 

25.	NOTICES
ANY notice or demand to the Issuer or the Trustee to be given, made or 
served for any purposes under these presents shall be given, made or 
served by sending the same by pre-paid post (first class if inland, first 
class airmail if overseas), telex or facsimile transmission or by delivering 
it by hand as follows:

to the Issuer:		Wetherby Road
			Scarcroft
		Leeds
		LS14 3HS
		England

(Attention: the Group Company Secretary and 
Solicitor)

Telex No. 55128

Facsimile No. 0532 895611

to the Trustee:	1 Appold Street
	Broadgate
	London EC2A 2HE
	England

(Attention: the Managing Director)

Telex No. 883341 BANTR-G

Facsimile No. 0171-982 1149

or to such other address, telex or facsimile number as shall have been 
notified (in accordance with this Clause) to the other party hereto and any 
notice or demand sent by post as aforesaid shall be deemed to have been 
given, made or served three days in the case of inland post or seven days 
in the case of overseas post after despatch and any notice or demand sent 
by telex or facsimile transmission as aforesaid shall be deemed to have 
been given, made or served 24 hours after the time of despatch provided 
that in the case of a notice or demand given by telex or facsimile 
transmission such notice or demand shall forthwith be confirmed by post. 
The failure of the addressee to receive such confirmation shall not 
invalidate the relevant notice or demand given by telex or facsimile 
transmission. 

26.	GOVERNING LAW
THESE presents are governed by, and shall be construed in accordance 
with, English law. 

27.	COUNTERPARTS
THIS Trust Deed and any Trust Deed supplemental hereto may be 
executed and delivered in any number of counterparts, all of which, taken 
together, shall constitute one and the same deed and any party to this 
Trust Deed or any Trust Deed supplemental hereto may enter into the 
same by executing and delivering a counterpart.

IN WITNESS  whereof this Trust Deed has been executed as a deed by the Issuer 
and the Trustee and delivered on the date first stated above. 


THE FIRST SCHEDULE

- FORM OF ORIGINAL GLOBAL BOND -

YORKSHIRE ELECTRICITY GROUP plc 

(Incorporated in England with limited liability under the Companies Act 1985 
with registered number 2366995)


TEMPORARY GLOBAL BOND

representing
(POUND)[             ] in principal amount of an issue of

(POUND)200,000,000 9 1/4 PER CENT. BONDS
DUE 2020


This Bond is a temporary Global Bond without interest coupons in respect of 
(POUND)[                ] in principal amount of a duly authorised issue of
 Bonds of 
Yorkshire Electricity Group plc (the "Issuer"), designated as specified in the
title 
hereof (the "Bonds"), limited to the aggregate principal amount of Two Hundred 
Million Pounds Sterling ((POUND)200,000,000) and constituted by a Trust Deed 
dated 17th January, 1995 (the "Trust Deed") between the Issuer and Bankers 
Trustee Company Limited as trustee (the trustee for the time being thereof
being 
herein called the "Trustee"). References herein to the Conditions (or to any 
particular numbered Condition) shall be to the Conditions (or that particular
one of them) set out in Part III of the Second Schedule to the Trust Deed. 

1.	Promise to pay

Subject as provided in this temporary Global Bond the Issuer promises to 
pay to the bearer the principal amount of this temporary Global Bond 
(being at the date hereof [                                               ]
Pounds Sterling 
((POUND)[                  ])) on 17th January, 2020 (or on such earlier date 
as the said principal amount may become repayable in accordance with 
the Conditions or the Trust Deed) and to pay interest annually in arrear on 
17th January on the principal amount from time to time of this temporary 
Global Bond at the rate of 9 1/4 per cent. per annum together with such 
other amounts (if any) as may be payable, all subject to and in accordance 
with the Conditions and the provisions of the Trust Deed. 

2.	Exchange for definitive Bonds and purchases

This temporary Global Bond is exchangeable in whole or in part upon the 
request of the bearer for definitive Bonds only on and subject to the terms 
and conditions set out below. The definitive Bonds to be issued on such 
exchange will be in bearer form  ("Definitive Bearer Bonds") in the 
denominations of (POUND)1,000, (POUND)10,000 and 
(POUND)100,000 each with interest coupons ("Coupons") and one Talon 
for further interest coupons ("Talon") attached.

On and after 27th February, 1995 this temporary Global Bond may be 
exchanged in whole or in part at the specified office of the Principal 
Paying Agent (or such other place as the Trustee may agree) for 
Definitive Bearer Bonds and the Issuer shall procure that the Principal 
Paying Agent shall issue and deliver, in full or partial exchange for this 
temporary Global Bond, Definitive Bearer Bonds (together with the 
Coupons and Talons appertaining thereto) in an aggregate principal 
amount equal to the principal amount of this temporary Global Bond 
submitted for exchange Provided that Definitive Bearer Bonds will be so 
issued and delivered only if and to the extent that there shall have been 
presented to the Issuer a certificate from Morgan Guaranty Trust 
Company of New York, Brussels office, as operator of the Euroclear 
System ("Euroclear") or from Cedel, socie'te' anonyme ("Cedel") 
substantially in the form of the certificate attached as Exhibit A. 

Any person who would, but for the provisions of this temporary Global 
Bond and the Trust Deed, otherwise be entitled to receive a Definitive 
Bearer Bond or Bonds shall not be entitled to require the exchange of an 
appropriate part of this temporary Global Bond for a Definitive Bearer 
Bond or Definitive Bearer Bonds unless and until he shall have delivered 
or caused to be delivered to Euroclear or Cedel a certificate substantially 
in the form of the certificate attached as Exhibit B (copies of which form 
of certificate will be available at the offices of Euroclear in Brussels and 
Cedel in Luxembourg and the specified office of each of the Paying 
Agents). 

Upon (i) any exchange of a part of this temporary Global Bond for a 
Definitive Bearer Bond or Definitive Bearer Bonds or (ii) the purchase by 
or on behalf of the Issuer or any Subsidiary of the Issuer and cancellation 
of a part of this temporary Global Bond in accordance with the 
Conditions, the portion of the principal amount hereof so exchanged or so 
purchased and cancelled shall be endorsed by or on behalf of the Principal 
Paying Agent on behalf of the Issuer on Part II of the Schedule hereto, 
whereupon the principal amount hereof shall be reduced for all purposes 
by the amount so exchanged or so purchased and cancelled and endorsed. 

3.	Payments

Until the entire principal amount of this temporary Global Bond has been 
extinguished, this temporary Global Bond shall in all respects be entitled 
to the same benefits as the Definitive Bearer Bonds and shall be entitled to 
the benefit of and be bound by the Trust Deed, except that the holder of 
this temporary Global Bond shall not (unless upon due presentation of this 
temporary Global Bond for exchange, delivery of the appropriate number 
of Definitive Bearer Bonds (together with the Coupons and Talons 
appertaining thereto) is improperly withheld or refused and such 
withholding or refusal is continuing at the relevant payment date) be 
entitled to receive any payment of interest on this temporary Global Bond 
except upon certification as hereinafter provided.  Upon any payment of 
principal or interest on this temporary Global Bond the amount so paid 
shall be endorsed by or on behalf of the Principal Paying Agent on behalf 
of the Issuer on Part I of the Schedule hereto. 

Payments of interest in respect of Bonds for the time being represented by 
this temporary Global Bond shall be made to the bearer only upon 
presentation to the Issuer or its agent of a certificate from Euroclear or 
from Cedel substantially in the form of the certificate attached as 
Exhibit A. Any person who would, but for the provisions of this 
temporary Global Bond and of the Trust Deed, otherwise be beneficially 
entitled to a payment of interest on this temporary Global Bond shall not 
be entitled to require such payment unless and until he shall have delivered 
or caused to be delivered to Euroclear or Cedel a certificate substantially 
in the form of the certificate attached as Exhibit B (copies of which form 
of certificate will be available at the offices of Euroclear in Brussels and 
Cedel in Luxembourg and the specified office of each of the Paying 
Agents).

Upon any payment of principal and endorsement of such payment on 
Part I of the Schedule hereto, the principal amount of this temporary 
Global Bond shall be reduced for all purposes by the principal amount so 
paid and endorsed. 

All payments of any amounts payable and paid to the bearer of this 
temporary Global Bond shall be valid and, to the extent of the sums so 
paid, effectual to satisfy and discharge the liability for the moneys payable 
hereon and on the relevant Definitive Bearer Bonds and Coupons. 

4.	Authentication

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

5.	Governing law

This temporary Global Bond is governed by, and shall be construed in 
accordance with, the laws of England.

IN WITNESS  whereof the Issuer has caused this temporary Global Bond to be 
signed manually by a person duly authorised on its behalf. 

YORKSHIRE 
ELECTRICITY 
GROUP plc

By: ...................................
	Duly authorised




Issued in London, England on 17th January, 1995.

Certificate of authentication

This temporary Global Bond is duly authenticated (without recourse, 
warranty or liability). 

 ..................................

Duly authorised
for and on behalf of 
Morgan Guaranty Trust Company
of New York, London Office,
as Principal Paying Agent


THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST

The following payments on this temporary Global Bond have been made:

Date  Interest    Principal    Remaining principal     Notation
made  paid        paid         amount of this          made on
                               temporary Global        behalf of
                               Bond following          the Issuer
                               such payment
      (POUND)    (POUND)       (POUND)
_       _           _            _                       _ 
_       _           _            _                       _


PART II

EXCHANGES FOR DEFINITIVE BEARER BONDS AND 
PURCHASES AND CANCELLATIONS

The following exchanges of a part of this temporary Global Bond for Definitive 
Bearer Bonds and/or purchases and cancellations of a part of this temporary 
Global Bond have been made:

Date     Part of principal   Part of        Aggregate principal      Notation
made     amount of this      principal      amount of this           made on
         temporary           amount of this temporary                behalf of
         Global Bond         temporary      Global Bond              the Issuer
         exchanged for       Global Bond    following such 
         Definitive Bearer   purchased and  exchange or
                                            purchase 
         Bonds               cancelled      and cancellation
         (POUND)             (POUND)        (POUND)
_         _                      _            _                        _
_         _                      _            _                        _
_         _                      _            _                        _

EXHIBIT A

YORKSHIRE ELECTRICITY GROUP plc

(POUND)200,000,000

9 1/4 per cent. Bonds due 2020

(the "Securities")

This is to certify that, based solely on certifications we have received in
writing, 
by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the
principal amount set 
forth below (our "Member Organisations") substantially to the effect set 
forth in 
the Trust Deed, as of the date hereof, (POUND)[        ] principal amount of
the above-captioned Securities (i) 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"), (ii) 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)(v)) 
("financial institutions") purchasing for their own account or for resale, or 
(b) acquired the Securities through foreign branches of United States financial 
institutions and who hold the Securities 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 (iii) 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 (iii) above (whether or not also described in clause (i) or
(ii)) 
have certified that they have not acquired the Securities for purposes of 
resale 
directly or indirectly to a United States person or to a person within the 
United States or its possessions.

If the Securities are of the category contemplated in Section 230.903(c)(3) of 
Regulation S under the Securities Act of 1933, as amended, then this is also to 
certify with respect to such principal amount of Securities set forth above 
that, except as set forth below, we have received in writing, by tested 
telex or by electronic transmission, from our Member Organisations entitled
to a portion of such principal amount, certifications with respect to such 
portion, substantially to the effect set forth in the Trust Deed.

We further certify (i) that we are not making available herewith for exchange 
(or, if relevant, exercise of any rights or collection of any interest) 
any portion of the 
temporary global Security excepted in such certifications and (ii) 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 
Organisations 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 certification is required in connection with 
certain tax laws and, if applicable, certain securities laws of the United 
States. In connection 
therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be 
relevant, we irrevocably 
authorise you to produce this certification to any interested party in such 
proceedings. 


*Dated

[Morgan Guaranty Trust Company of New York,

Brussels office, as operator of the

Euroclear System] [Cedel, socie'te' anonyme]

By ...................................
Authorised Signatory

EXHIBIT B

YORKSHIRE ELECTRICITY GROUP plc

(POUND)200,000,000

9 1/4 per cent. Bonds due 2020

(the "Securities")

This is to certify that as of the date hereof, and except as set forth below,
the 
above-captioned Securities held by you for our account (i) 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)"), (ii) 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)(v)) ("financial institutions") purchasing 
for 
their own account or for resale, or (b) acquired the Securities through foreign 
branches of United States financial institutions and who hold the Securities 
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 (iii) 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 
Securities is a United States or foreign financial institution described in 
clause (iii) 
above (whether or not also described in clause (i) or (ii)) this is further
to certify 
that such financial institution has not acquired the Securities for the purposes
of 
resale directly or indirectly to a United States person or to a person within 
the United States or its possessions.

If the Securities are of the category contemplated in Section 230.903(c)(3) of 
Regulation S under the Securities Act of 1933, as amended (the "Act"), then
this is also to certify that, except as set forth below (i) in the case of 
debt securities, the Securities are beneficially owned by (a) non-U.S. 
person(s) or (b) U.S. person(s) 
who purchased the Securities in transactions which did not require registration 
under the Act; or (ii) in the case of equity securities, the Securities are 
owned by (x) non-U.S. person(s)  (and such person(s) are not acquiring the 
Securities for the account or benefit of U.S. person(s)) or (y) U.S. 
person(s) who purchased the Securities in a transaction which did not require 
registration under the Act. If this 
certification is being delivered in connection with the exercise of warrants 
pursuant to Section 230.902(m) of Regulation S under the Act, then this is
further the certify that, except as set forth below, the Securities are 
being exercised by and on behalf of non-U.S. person(s). As used in this
paragraph the term "U.S. person" 
has the meaning given to it by Regulation S under the Act.

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 the date on 
which you intend to submit your certification relating to the Securities held 
by you 
for our account in accordance with your operating 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 certification applies as of such date.

This certification excepts and does not relate to (POUND)[          ] of 
such interest in the above Securities in respect of which we are not able to
certify and as to 
which we understand exchange and delivery of definitive Securities (or, if
relevant, 
exercise of any rights or collection of any interest) cannot be made until 
we do so certify.

We understand that this certification is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are 
commenced or threatened in connection with which this certification is or 
would be relevant, we irrevocably authorise you to produce this certification
to any interested party in such proceedings. 

* Dated

By ......................

[Name of person giving certification]
(As, or as agent for, the beneficial
owner(s) of those of the Securities
to which this certification relates)

THE SECOND SCHEDULE

Part I

- FORM OF ORIGINAL BEARER BOND -

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WI
LL BE 
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
 TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 16
5(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.



(POUND)[1,000] [10,000] [100,000]	XS0055251010		[SERIES]		[Serial No.]



YORKSHIRE ELECTRICITY GROUP plc

(Incorporated in England with limited liability under the Companies Act 1985 
with registered number 2366995)

(POUND)200,000,000 9 1/4 PER CENT. BONDS
DUE 2020


The issue of the Bonds was authorised by resolutions of the Board of Directors
of 
Yorkshire Electricity Group plc (the "Issuer") passed on 15th December, 1994 
and by resolutions of a duly authorised Committee of the Board of Directors
 of the Issuer passed on 4th and 5th January, 1995.

This Bond forms one of a series of Bonds constituted by a Trust Deed (the 
"Trust Deed") dated 17th January, 1995 made between the Issuer and
Bankers Trustee 
Company Limited as trustee for the holders of the Bonds and issued either as 
bearer bonds in the denominations of (POUND)1,000, (POUND)10,000 and 
(POUND)100,000 each with Coupons and one Talon attached or as registered 
bonds in the denomination of (POUND)1 each or an integral multiple thereof, in 
an aggregate principal amount of (POUND)200,000,000. 

The Issuer for value received and subject to and in accordance with the 
Conditions 
endorsed hereon hereby promises to pay to the bearer on 17th January, 2020 (or 
on such earlier date as the principal sum hereunder mentioned may become 
repayable in accordance with the said Conditions) the principal sum of:

(POUND)[1,000] [10,000] [100,000] ([One] [Ten] [One Hundred] Thousand 
Pounds Sterling)

together with interest on the said principal sum at the rate of 9 1/4 per cent.
 per 
annum payable annually in arrear on 17th January and together with such other 
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Trust Deed.

Neither this Bond nor the Coupons and Talon appertaining hereto shall be or 
become valid or obligatory for any purpose unless and until this Bond has been 
authenticated by or on behalf of the Principal Paying Agent.

IN WITNESS whereof this Bond has been executed on behalf of the Issuer.

YORKSHIRE 
ELECTRICITY GROUP plc

By: ..............................
Director 



Dated as of 17th January, 1995.

Issued in London, England. 

Certificate of authentication

This Bond is duly authenticated (without recourse, warranty or liability).

 ...............................

Duly authorised
for and on behalf of 
Morgan Guaranty Trust Company
of New York, London Office,
as Principal Paying Agent


- FORM OF ORIGINAL COUPON -

On the front:

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.


YORKSHIRE ELECTRICITY GROUP PLC

(POUND)200,000,000 9 1/4 PER CENT. BONDS 
DUE 2020

Coupon appertaining to a Bond in the denomination of (POUND)[1,000] [10,000] 
[100,000].

This Coupon is separately	Coupon for
negotiable, payable to bearer,	(POUND)[92.50] [925.00] 
[9,250.00]
and subject to the	due on 
Conditions of the said Bonds.	17th January,  [      ]





[No.]	(POUND)[1,000] [10,000] [100,000]	XS0055251010		[Series]		[Serial No.]




- FORM OF ORIGINAL TALON -

On the front:

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.


YORKSHIRE ELECTRICTY GROUP plc

(POUND)200,000,000 9 1/4 PER CENT. BONDS DUE 2020

Talon appertaining to a Bond in the denomination of 
(POUND)[1,000][10,000][100,000]

On and after 17th January, [2005/2015] [ten/five] further Coupons [and a further
Talon] will be issued at the specified office of any of the Paying Agents 
set out on the reverse hereof (and /or any other or further Paying Agents
 and/or specified 
offices as may from time to time be duly appointed and notified to the 
Bondholders) upon production and surrender of this Talon.

_________________________________________________________________
_______________

[No.]		[1,000][10,000][100,00]		XS0055251010		[Series]		[Serial No.]
_________________________________________________________________
_______________




On the back of the Original Coupons and the Original Talons:


PRINCIPAL PAYING AGENT

Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y 0JP

OTHER PAYING AGENTS

Morgan Guaranty Trust 
Company
of New York
Avenue des Arts 35
B-1040 Brussels
Banque Paribas 
Luxembourg S.A.
10A Boulevard Royal
L-2093 Luxembourg




Part II

- FORM OF ORIGINAL REGISTERED BOND -

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.
_________________________________________________________________
______________

Certificate Number	Transfer No.	Holder Code		Registration	 	Amount
								Date			(POUND)
_________________________________________________________________
______________

YORKSHIRE ELECTRICITY GROUP plc
(Incorporated in England with limited liability
under the Companies Act 1985 with registered number 2366995)

(POUND)200,000,000 9 1/4 PER CENT.
BONDS DUE 2020

Interest at the rate of 9 1/4 per cent. per annum is payable on the 
principal amount 
of this Registered Bond annually in arrear on 17th January in each year, 
subject to 
and in accordance with the Conditions endorsed hereon and the provisions of the
Trust Deed dated 17th January, 1995 constituting the Bonds.

THIS IS TO CERTIFY that
is/are the registered holder(s) 
of in 
principal amount of the above-mentioned Registered Bonds and is/are entitled on 
17th January, 2020 (or on such earlier date as such principal amount may become 
repayable in accordance with the Conditions) to the repayment of such principal 
amount together with such other amounts (if any) as may be payable, all 
subject to and in accordance with the said Conditions and the provisions of
the said Trust Deed.

IN WITNESS whereof this Registered Bond has been executed on behalf of the 
Issuer.

YORKSHIRE 
ELECTRICITY GROUP plc

By: ..............................
Director 






This Certificate must be surrendered before any transfer of the whole or 
part of the Registered Bonds herein mentioned can be registered.

 - FORM OF TRANSFER OF REGISTERED BOND -

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and 
transfer(s) to


 ................................................................
 .............................................................
 ...................

 ..................................................................
 ...........................................................
 ...................

 .....................................................................
 ........................................................
 ...................

(Please print or type name and address (including postal code) of transferee)

(POUND)              principal amount of this Registered Bond and all rights 
hereunder, hereby irrevocably constituting and appointing 
 ....................... as attorney to transfer such principal amount of 
this Bond in the register maintained by YORKSHIRE ELECTRICITY GROUP 
plc with full power of substitution.


						Signature(s) of transferor(s) ..............................


							                               ..............................

Date: ........................


N.B.:

1.	This form of transfer must be accompanied by such documents, evidence 
and information as may be required pursuant to the Conditions and must 
be executed under the hand of the transferor or, if the transferor is a 
corporation, either under its common seal or under the hand of two of its 
officers duly authorised in writing and, in such latter case, the document 
so authorising such officers must be delivered with this form of transfer.

2.	In each case the signature(s) must be guaranteed by a commercial bank 
with a correspondent bank in New York City, Luxembourg or London or 
by an institution which is a member of The New York Stock Exchange or 
The American Stock Exchange in New York City or the Luxembourg 
Stock Exchange or The Stock Exchange in London.

3.	The signature(s) on this form of transfer must correspond with the 
name(s) at it/they appear(s) on the face of this Registered Bond in every 
particular, without alteration or enlargement or any change whatever.

4.	Registered Bonds are only transferable in amounts of (POUND)1 or any 
integral multiples thereof.





Part III

- CONDITIONS OF THE  BONDS -

[To be photocopied from final Offering Circular]


PRINCIPAL PAYING AGENT

Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y 0JP



OTHER PAYING AGENTS


Morgan Guaranty Trust 
Company
of New York
Avenue des Arts 35
B-1040 Brussels
Banque Paribas 
Luxembourg S.A.
10A Boulevard Royal
L-2093 Luxembourg



REGISTRAR

For registration of 
transfers:
For payments of principal:


The Royal Bank of 
Scotland plc
Registrar's Department
P.O. Box 39
Caxton House
Redcliffe Way
Bristol BS99 7XF

The Royal Bank of 
Scotland plc
67 Lombard Street
London EC3P 3DL


and/or such other or further Principal Paying Agent, other Paying Agents and 
Registrar and/or specified offices as may from time to time be appointed by the 
Issuer with the approval of the Trustee and notice of which has been given
 to the Bondholders. 


THE THIRD SCHEDULE

REGISTER AND TRANSFER OF REGISTERED SECURITIES

1.	The Issuer shall at all times ensure that the Registrar maintains
in Bristol, London, or at such other place as the Trustee may agree, a 
register showing the amount of the Registered Securities from time to time 
outstanding and the dates of issue and all subsequent transfers and 
changes of ownership thereof and the names and addresses of the holders 
of the Registered Securities. The Trustee and the holders of the Registered 
Securities or any of them and any person authorised by it or any of them 
may at all reasonable times during office hours inspect the register and 
take copies of or extracts from it. The register may be closed by the Issuer 
for such periods at such times (not exceeding in total 30 days in any one 
year) as it may think fit.

2.	Each Registered Security shall have an identifying certificate number 
which shall be entered on the register.

3.	The Registered Securities are transferable by execution of the form of 
transfer endorsed thereon under the hand of the transferor or, where the 
transferor is a corporation, under its common seal or under the hand of 
two of its officers duly authorised in writing. In each case the signature(s) 
must be guaranteed by a commercial bank with a correspondent bank in 
New York City, Luxembourg or London or by an institution which is a 
member of The New York Stock Exchange or The American Stock 
Exchange in New York City or the Luxembourg Stock Exchange or The 
International Stock Exchange of the United Kingdom and the Republic of 
Ireland Limited.

4.	The Registered Securities to be transferred must be delivered for 
registration to the specified office of the Registrar or any Transfer Agent 
with the form of transfer endorsed thereon duly completed and executed 
and must be accompanied by such documents, evidence and information 
as may be required pursuant to the Conditions and such other evidence as 
the Issuer may reasonably require to prove the title of the transferor or his 
right to transfer the Registered Securities and, if the form of transfer is 
executed by some other person on his behalf or in the case of the 
execution of a form of transfer on behalf of a corporation by its officers, 
the authority of that person or those persons to do so.

5.	The executors or administrators of a deceased holder of Registered 
Securities (not being one of several joint holders) and in the case of the 
death of one or more of several joint holders the survivor or survivors of 
such joint holders shall be the only person or persons recognised by the 
Issuer as having any title to such Registered Securities.

6.	Any person becoming entitled to Registered Securities in consequence of 
the death or bankruptcy of the holder of such Registered Securities may 
upon producing such evidence that he holds the position in respect of 
which he proposes to act under this paragraph or of his title as the Issuer 
shall require be registered himself as the holder of such Registered 
Securities or, subject to the preceding paragraphs as to transfer, may 
transfer such Registered Securities. The Issuer shall be at liberty to retain 
any amount payable upon the Registered Securities to which any person is 
so entitled until such person shall be registered as aforesaid or shall duly 
transfer the Registered Securities.

7.	Unless otherwise requested by him, the holder of Registered Securities of 
any series shall be entitled to receive only one Registered Security in 
respect of his entire holding of such series.

8.	The joint holders of Registered Securities of any series shall be entitled
to one Registered Security only in respect of their joint holding of 
such series 
which shall, except where they otherwise direct,  be delivered to the joint 
holder whose name appears first in the register of the holders of 
Registered Securities in respect of such joint holding.

9.	Where a holder of Registered Securities has transferred part only of his 
holding of any series there shall be delivered to him without charge a 
Registered Security in respect of the balance of such holding.

10.	The Issuer shall make no charge to the Holders for the registration of any 
holding of Registered Securities or any transfer thereof or for the issue 
thereof or for the delivery thereof at the specified office of the Registrar or 
of any Transfer Agent or by post to the address specified by the Holder. If 
any Holder entitled to receive a Registered Security wishes to have the 
same delivered to him otherwise than at the specified office of the 
Registrar or of any Transfer Agent, such delivery shall be made, upon his 
written request to the Registrar or such Transfer Agent, at his risk and 
(except where sent by post to the address specified by the Holder) at his 
expense.

11.	The holder of a Registered Security may (to the fullest extent permitted by 
applicable laws) be treated at all times, by all persons and for all purposes 
as the absolute owner of such Registered Security notwithstanding any 
notice any person may have of the right, title, interest or claim of any 
other person thereto. The Issuer and the Trustee shall not be bound to see 
to the execution of any trust to which any Registered Security may be 
subject and no notice of any trust shall be entered on the register. The 
holder of a Registered Security will be recognised by the Issuer as entitled 
to his Registered Security free from any equity, set-off or counterclaim on 
the part of the Issuer against the original or any intermediate holder of 
such Registered Security. 


THE FOURTH SCHEDULE
PROVISIONS FOR MEETINGS OF HOLDERS

1.	(A)	As used in this Schedule the following expressions shall have the 
following meanings unless the context otherwise requires:

(i)	"voting certificate" shall mean an English language 
certificate issued by a Paying Agent and dated in which it 
is stated:

(a)	that on the date thereof Bearer Securities (not 
being Bearer Securities in respect of which a 
block voting instruction has been issued and is 
outstanding in respect of the meeting specified in 
such voting certificate or any adjourned such 
meeting) were deposited with such Paying Agent 
or (to the satisfaction of such Paying Agent) were 
held to its order or under its control and that no 
such Bearer Securities will cease to be so 
deposited or held until the first to occur of:

(1)	the conclusion of the meeting specified in 
such certificate or, if later, of any 
adjourned such meeting; and  

(2)	the surrender of the certificate to the 
Paying Agent who issued the same; and  

(b)	that the bearer thereof is entitled to attend and 
vote at such meeting and any adjourned such 
meeting in respect of the Bearer Securities 
represented by such certificate;

(ii)	"block voting instruction" shall mean an English language 
document issued by a Paying Agent and dated in which:

(a)	it is certified that Bearer Securities (not being 
Bearer Securities in respect of which a voting 
certificate has been issued and is outstanding in 
respect of the meeting specified in such block 
voting instruction and any adjourned such 
meeting) have been deposited with such Paying 
Agent or (to the satisfaction of such Paying 
Agent) were held to its order or under its control 
and that no such Bearer Securities will cease to 
be so deposited or held until the first to occur of:

(1)	the conclusion of the meeting specified in 
such document or, if later, of any 
adjourned such meeting; and  

(2)	the surrender to the Paying Agent not 
less than 48 hours before the time for 
which such meeting or any adjourned 
such meeting is convened of the receipt 
issued by such Paying Agent in respect 
of each such deposited Bearer Security 
which is to be released or (as the case 
may require) the Bearer Security or 
Bearer Securities ceasing with the 
agreement of the Paying Agent to be held 
to its order or under its control and the 
giving of notice by the Paying Agent to 
the Issuer in accordance with 
paragraph 17 hereof of the necessary 
amendment to the block voting 
instruction;  

(b)	it is certified that each holder of such Bearer 
Securities has instructed such Paying Agent that 
the vote(s) attributable to the Bearer Security or 
Bearer Securities so deposited or held should be 
cast in a particular way in relation to the 
resolution or resolutions to be put to such 
meeting or any adjourned such meeting and that 
all such instructions are during the period 
commencing 48 hours prior to the time for which 
such meeting or any adjourned such meeting is 
convened and ending at the conclusion or 
adjournment thereof neither revocable nor 
capable of amendment;  

(c)	the aggregate principal amount of the Bearer 
Securities so deposited or held are listed 
distinguishing with regard to each such resolution 
between those in respect of which instructions 
have been given as aforesaid that the votes 
attributable thereto should be cast in favour of 
the resolution and those in respect of which 
instructions have been so given that the votes 
attributable thereto should be cast against the 
resolution; and  

(d)	one or more persons named in such document 
(each hereinafter called a "proxy") is or are 
authorised and instructed by such Paying Agent 
to cast the votes attributable to the Bearer 
Securities so listed in accordance with the 
instructions referred to in (c) above as set out in 
such document;

(iii)	"24 hours" shall mean a period of 24 hours including all 
or part of a day upon which banks are open for business 
in both the place where the relevant meeting is to be held 
and in each of the places where the Paying Agents have 
their specified offices (disregarding for this purpose the 
day upon which such meeting is to be held) and such 
period shall be extended by one period or, to the extent 
necessary, more periods of 24 hours until there is 
included as aforesaid all or part of a day upon which 
banks are open for business in all of the places as 
aforesaid; and

(iv)	"48 hours" shall mean a period of 48 hours including all 
or part of two days upon which banks are open for 
business both in the place where the relevant meeting is to 
be held and in each of the places where the Paying Agents 
have their specified offices (disregarding for this purpose 
the day upon which such meeting is to be held) and such 
period shall be extended by one period or, to the extent 
necessary, more periods of 24 hours until there is 
included as aforesaid all or part of two days upon which 
banks are open for business in all of the places as 
aforesaid.

(B)	A holder of a Bearer Security may obtain a voting certificate in 
respect of such Bearer Security from a Paying Agent or require a 
Paying Agent to issue a block voting instruction in respect of such 
Bearer Security by depositing such Bearer Security with such 
Paying Agent or (to the satisfaction of such Paying Agent) by 
such Bearer Security being held to its order or under its control, 
in each case not less than 48 hours before the time fixed for the 
relevant meeting and on the terms set out in sub-paragraph (i)(a) 
or (ii)(a) above (as the case may be), and (in the case of a block 
voting instruction) instructing such Paying Agent to the effect set 
out in sub-paragraph (ii)(b) above. The holder of any voting 
certificate or the proxies named in any block voting instruction 
shall for all purposes in connection with the relevant meeting or 
adjourned meeting of Holders be deemed to be the holder of the 
Bearer Securities to which such voting certificate or block voting 
instruction relates and the Paying Agent with which such Bearer 
Securities have been deposited or the person holding the same to 
the order or under the control of such Paying Agent shall be 
deemed for such purposes not to be the holder of those Bearer 
Securities. 

(C)	(i)	A holder of Registered Securities may, by an instrument 
in writing in the English language (a "form of proxy") 
signed by the holder or, in the case of a corporation, 
executed under its common seal or signed on its behalf by 
an attorney or a duly authorised officer of the corporation 
and delivered to the specified office of the Registrar not 
less than 48 hours before the time fixed for the relevant 
meeting, appoint any person (a "proxy") to act on his or 
its behalf in connection with any meeting of the Holders 
and any adjourned such meeting. 

(ii)	Any holder of Registered Securities which is a 
corporation may by resolution of its directors or other 
governing body authorise any person to act as its 
representative (a "representative") in connection with 
any meeting of the Holders and any adjourned such 
meeting. 

(iii)	Any proxy appointed pursuant to sub-paragraph (i) above 
or representative appointed pursuant to sub-
paragraph (ii) above shall so long as such appointment 
remains in force be deemed, for all purposes in 
connection with the relevant meeting or adjourned 
meeting of the Holders, to be the holder of the Registered 
Securities to which such appointment relates and the 
holder of the Registered Securities shall be deemed for 
such purposes not to be the holder. 

2.	The Issuer or the Trustee may at any time and the Issuer shall upon a 
requisition in writing signed by the holders of not less than one-tenth in 
principal amount of the Securities of any series for the time being 
outstanding convene a meeting of the Holders and if the Issuer makes 
default for a period of seven days in convening such a meeting the same 
may be convened by the Trustee or the requisitionists. Every such meeting 
shall be held at such time and place as the Trustee may appoint or 
approve. 

3.	At least 21 days' notice (exclusive of the day on which the notice is given 
and the day on which the meeting is to be held) specifying the place, day 
and hour of meeting shall be given to the Holders prior to any meeting of 
the Holders in the manner provided by Condition 15. Such notice, which 
shall be in the English language, shall state generally the nature of the 
business to be transacted at the meeting thereby convened but (except for 
an Extraordinary Resolution) it shall not be necessary to specify in such 
notice the terms of any resolution to be proposed. Such notice shall 
include statements, if applicable, to the effect that (i) Bearer Securities 
may, not less than 48 hours before the time fixed for the meeting, be 
deposited with Paying Agents or (to their satisfaction) held to their order 
or under their control for the purpose of obtaining voting certificates or 
appointing proxies and (ii) the holders of Registered Securities may 
appoint proxies by executing and delivering a form of proxy in the English 
language to the specified office of the Registrar not less than 48 hours 
before the time fixed for the meeting or, in the case of corporations, may 
appoint representatives by resolution of their directors or other governing 
body. A copy of the notice shall be sent by post to the Trustee (unless the 
meeting is convened by the Trustee) and to the Issuer (unless the meeting 
is convened by the Issuer).

4.	A person (who may but need not be a Holder) nominated in writing by the 
Trustee shall be entitled to take the chair at the relevant meeting or 
adjourned meeting but if no such nomination is made or if at any meeting 
or adjourned meeting the person nominated shall not be present within 15 
minutes after the time appointed for holding the meeting or adjourned 
meeting the Holders present shall choose one of their number to be 
Chairman. The Chairman of an adjourned meeting need not be the same 
person as was Chairman of the meeting from which the adjournment took 
place.

5.	At any such meeting one or more persons present holding Securities or 
voting certificates or being proxies or representatives and holding or 
representing in the aggregate not less than one-twentieth of the principal 
amount of the Securities for the time being outstanding shall (except for 
the purpose of passing an Extraordinary Resolution) form a quorum for 
the transaction of business and no business (other than the choosing of a 
Chairman) shall be transacted at any meeting unless the requisite quorum 
be present at the commencement of the relevant business. The quorum at 
any such meeting for passing an Extraordinary Resolution shall (subject 
as provided below) be one or more persons present holding Securities or 
voting certificates or being proxies or representatives and holding or 
representing in the aggregate a clear majority in principal amount of the 
Securities for the time being outstanding PROVIDED THAT at any 
meeting the business of which includes any of the following matters (each 
of which shall, subject only to Clause 18(B)(ii), only be capable of being 
effected after having been approved by Extraordinary Resolution) namely:

(i)	reduction or cancellation of the amount payable or, where 
applicable, modification (except where such modification is, in 
the opinion of the Trustee, bound to result in an increase), of the 
method of calculating the amount payable or modification of the 
date of payment or, where applicable, of the method of calculating 
the date of payment in respect of any principal, premium or 
interest in respect of the Securities; 

(ii)	alteration of the currency in which payments under the Securities 
and Coupons are to be made;  

(iii)	alteration of the majority required to pass an Extraordinary 
Resolution;  

(iv)	the sanctioning of any such scheme or proposal as is described in 
paragraph 18(I) below; and

(v)	alteration of this proviso or the proviso to paragraph 6 below; 

the quorum shall be one or more persons present holding Securities or 
voting certificates or being proxies or representatives and holding or 
representing in the aggregate not less than two-thirds of the principal 
amount of the Securities for the time being outstanding. 

6.	If within 15 minutes (or such longer period not exceeding 30 minutes as 
the Chairman may decide) after the time appointed for any such meeting a 
quorum is not present for the transaction of any particular business, then, 
subject and without prejudice to the transaction of the business (if any) for 
which a quorum is present, the meeting shall if convened upon the 
requisition of Holders be dissolved. In any other case it shall stand 
adjourned to the same day in the next week (or if such day is a public 
holiday the next succeeding business day) at the same time and place 
(except in the case of a meeting at which an Extraordinary Resolution is 
to be proposed in which case it shall stand adjourned for such period, 
being not less than 14 clear days nor more than 42 clear days, and to such 
place as may be appointed by the Chairman either at or subsequent to 
such meeting and approved by the Trustee). If within 15 minutes (or such 
longer period not exceeding 30 minutes as the Chairman may decide) after 
the time appointed for any adjourned meeting a quorum is not present for 
the transaction of any particular business, then, subject and without 
prejudice to the transaction of the business (if any) for which a quorum is 
present, the Chairman may either (with the approval of the Trustee) 
dissolve such meeting or adjourn the same for such period, being not less 
than 14 clear days (but without any maximum number of clear days), and 
to such place as may be appointed by the Chairman either at or 
subsequent to such adjourned meeting and approved by the Trustee, and 
the provisions of this sentence shall apply to all further adjourned such 
meetings. At any adjourned meeting one or more persons present holding 
Securities or voting certificates or being proxies or representatives 
(whatever the principal amount of the Securities so held or represented by 
them) shall (subject as provided below) form a quorum and shall (subject 
as provided below) have power to pass any Extraordinary Resolution or 
other resolution and to decide upon all matters which could properly have 
been dealt with at the meeting from which the adjournment took place had 
the requisite quorum been present PROVIDED THAT at any adjourned 
meeting the quorum for the transaction of business comprising any of the 
matters specified in the proviso to paragraph 5 above shall be one or more 
persons present holding Securities or voting certificates or being proxies 
or representatives and holding or representing in the aggregate not less 
than one-third of the principal amount of the Securities for the time being 
outstanding.

7.	Notice of any adjourned meeting at which an Extraordinary Resolution is 
to be submitted shall be given in the same manner as notice of an original 
meeting but as if 10 were substituted for 21 in paragraph 3 above and 
such notice shall state the relevant quorum. Subject as aforesaid it shall 
not be necessary to give any notice of an adjourned meeting. 

8.	Every question submitted to a meeting shall be decided in the first instance 
by a show of hands and 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 
the vote or votes (if any) to which he may be entitled as a Holder or as a 
holder of a voting certificate or as a proxy or as a representative. 

9.	At any meeting 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 any person present holding a Security or a voting certificate or being a 
proxy or representative (whatever the principal amount of the Securities 
so held or represented by him) a declaration by the Chairman that a 
resolution has been carried or carried by a particular majority or lost or 
not carried by a particular majority shall be conclusive evidence of the 
fact without proof of the number or proportion of the votes recorded in 
favour of or against such resolution. 

10.	Subject to paragraph 12 below, if at any such meeting a poll is so 
demanded it shall be taken in such manner and subject as hereinafter 
provided either at once or after an adjournment as the Chairman directs 
and the result of such poll shall be deemed to be the resolution of the 
meeting at which the poll was demanded as at the date of the taking of the 
poll. The demand for a poll shall not prevent the continuance of the 
meeting for the transaction of any business other than the motion on which 
the poll has been demanded. 

11.	The Chairman may with the consent of (and shall if directed by) any such 
meeting adjourn the same from time to time and from place to place but 
no business shall be transacted at any adjourned meeting except business 
which might lawfully (but for lack of required quorum) have been 
transacted at the meeting from which the adjournment took place. 

12.	Any poll demanded at any such meeting on the election of a Chairman or 
on any question of adjournment shall be taken at the meeting without 
adjournment. 

13.	The Trustee and its lawyers and financial advisers and any director, 
officer or employee of a corporation being a trustee of these presents and 
any director or officer of the Issuer and its lawyers and its accountants 
and financial advisers and any other person authorised so to do by the 
Trustee may attend and speak at any meeting. Save as aforesaid, but 
without prejudice to the proviso to the definition of "outstanding" in 
Clause 1, no person shall be entitled to attend and speak nor shall any 
person be entitled to vote at any meeting of the Holders or join with others 
in requesting the convening of such a meeting or to exercise the rights 
conferred on the Holders by Conditions 11 and 12 unless he either 
produces the Bearer Security or Bearer Securities of which he is the 
holder or a voting certificate or is a proxy or a representative or is the 
holder of a Registered Security or Registered Securities.  No person shall 
be entitled to vote at any meeting in respect of Securities held by, for the 
benefit of, or on behalf of, the Issuer, any Subsidiary of the Issuer, any 
holding company of the Issuer or any other Subsidiary of any such 
holding company.  Nothing herein shall prevent any of the proxies named 
in any block voting instruction or form of proxy or any representative 
from being a director, officer or representative of or otherwise connected 
with the Issuer. 

14.	Subject as provided in paragraph 13 hereof at any meeting:

(A)	on a show of hands every person who is present in person and 
produces a Bearer Security or voting certificate or is a holder of 
Registered Securities or is a proxy or representative shall have 
one vote; and  

(B)	on a poll every person who is so present shall have one vote in 
respect of each (POUND)1 or such other amount as the Trustee 
may in its absolute discretion stipulate (or, in the case of meetings 
of holders of Securities denominated in another currency, such 
amount in such other currency as the Trustee in its absolute 
discretion may stipulate) in principal amount of the Securities so 
produced or represented by the voting certificate so produced or 
in respect of which he is a proxy or representative or in respect of 
which he is the holder. 

Without prejudice to the obligations of the proxies named in any block 
voting instruction or form of proxy any person entitled to more than one 
vote need not use all his votes or cast all the votes to which he is entitled 
in the same way. 

15.	The proxies named in any block voting instruction or form of proxy and 
representatives need not be Holders. 

16.	Each block voting instruction together (if so requested by the Trustee) 
with proof satisfactory to the Trustee of its due execution on behalf of the 
relevant Paying Agent and each form of proxy shall be deposited by the 
relevant Paying Agent or (as the case may be) by the Registrar  at such 
place as the Trustee shall approve not less than 24 hours before the time 
appointed for holding the meeting or adjourned meeting at which the 
proxies named in the block voting instruction or form of proxy propose to 
vote and in default the block voting instruction or form of proxy shall not 
be treated as valid unless the Chairman of the meeting decides otherwise 
before such meeting or adjourned meeting proceeds to business. A 
notarially certified copy of each block voting instruction and form of 
proxy shall be deposited with the Trustee before the commencement of the 
meeting or adjourned meeting but the Trustee shall not thereby be obliged 
to investigate or be concerned with the validity of or the authority of the 
proxies named in any such block voting instruction or form of proxy. 

17.	Any vote given in accordance with the terms of a block voting instruction 
or form of proxy shall be valid notwithstanding the previous revocation or 
amendment of the block voting instruction or form of proxy or of any of 
the Holders' instructions pursuant to which it was executed provided that 
no intimation in writing of such revocation or amendment shall have been 
received from the relevant Paying Agent or in the case of a Registered 
Security from the holder thereof by the Issuer at its registered office (or 
such other place as may have been required or approved by the Trustee 
for the purpose) by the time being 24 hours and 48 hours respectively 
before the time appointed for holding the meeting or adjourned meeting at 
which the block voting instruction or form of proxy is to be used. 

18.	A meeting of the Holders shall in addition to the powers hereinbefore 
given have the following powers exercisable only by Extraordinary 
Resolution (subject to the provisions relating to quorum contained in 
paragraphs 5 and 6 above) namely:

(A)	Power to sanction any compromise or arrangement proposed to be 
made between the Issuer, the Trustee, any Appointee and the 
Holders and Couponholders or any of them. 

(B)	Power to sanction any abrogation, modification, compromise or 
arrangement in respect of the rights of the Trustee, any 
Appointee, the Holders, the Couponholders or the Issuer against 
any other or others of them or against any of their property 
whether such rights shall arise under these presents or otherwise. 

(C)	Power to assent to any modification of the provisions of these 
presents which shall be proposed by the Issuer, the Trustee or any 
Holder. 

(D)	Power to give any authority or sanction which under the 
provisions of these presents is required to be given by 
Extraordinary Resolution. 

(E)	Power to appoint any persons (whether Holders or not) as a 
committee or committees to represent the interests of the Holders 
and to confer upon such committee or committees any powers or 
discretions which the Holders could themselves exercise by 
Extraordinary Resolution. 

(F)	Power to approve of a person to be appointed a trustee and power 
to remove any trustee or trustees for the time being of these 
presents. 

(G)	Power to discharge or exonerate the Trustee and/or any Appointee 
from all liability in respect of any act or omission for which the 
Trustee and/or such Appointee may have become responsible 
under these presents.

(H)	Power to authorise the Trustee and/or any Appointee to concur in 
and execute and do all such deeds, instruments, acts and things as 
may be necessary to carry out and give effect to any 
Extraordinary Resolution. 

(I)	Power to sanction any scheme or proposal for the exchange or 
sale of the Securities for or the conversion of the Securities into or 
the cancellation of the Securities in consideration of shares, stock, 
bonds, notes, debentures, debenture stock and/or other obligations 
and/or securities of the Issuer or any other company formed or to 
be formed, or for or into or in consideration of cash, or partly for 
or into or in consideration of such shares, stock, bonds, notes, 
debentures, debenture stock and/or other obligations and/or 
securities as aforesaid and partly for or into or in consideration of 
cash.

19.	Any resolution passed at a meeting of the Holders duly convened and held 
in accordance with these presents shall be binding upon all the Holders 
whether present or not present at such meeting and whether or not voting 
and upon all Couponholders and each of them shall be bound to give 
effect thereto accordingly and the passing of any such resolution shall be 
conclusive evidence that the circumstances justify the passing thereof. 
Notice of the result of the voting on any resolution duly considered by the 
Holders shall be published in accordance with Condition 15 by the Issuer 
within 14 days of such result being known PROVIDED THAT the non-
publication of such notice shall not invalidate such result. 

20.	The expression "Extraordinary Resolution" when used in these presents 
means a resolution passed at a meeting of the Holders duly convened and 
held in accordance with these presents by a majority consisting of not less 
than three-fourths of the persons voting thereat upon a show of hands or if 
a poll is duly demanded by a majority consisting of not less than three-
fourths of the votes cast on such poll. 

21.	Minutes of all resolutions and proceedings at every meeting of the Holders 
shall be made and entered in books to be from time to time provided for 
that purpose by the Issuer and any such Minutes as aforesaid if purporting 
to be signed by the Chairman of the meeting at which such resolutions 
were passed or proceedings transacted shall be conclusive evidence of the 
matters therein contained and until the contrary is proved every such 
meeting in respect of the proceedings of which Minutes have been made 
shall be deemed to have been duly held and convened and all resolutions 
passed or proceedings transacted thereat to have been duly passed or 
transacted. 

22.	(A)	If and whenever the Issuer shall have issued and have outstanding 
Securities of more than one series the foregoing provisions of this 
Schedule shall have effect subject to the following modifications:

(i)	a resolution which in the opinion of the Trustee affects 
the Securities of only one series shall be deemed to have 
been duly passed if passed at a separate meeting of the 
holders of the Securities of that series;

(ii)	a resolution which in the opinion of the Trustee affects 
the Securities of more than one series but does not give 
rise to a conflict of interest between the holders of 
Securities of any of the series so affected shall be deemed 
to have been duly passed if passed at a single meeting of 
the holders of the Securities of all the series so affected;

(iii)	a resolution which in the opinion of the Trustee affects 
the Securities of more than one series and gives or may 
give rise to a conflict of interest between the holders of 
the Securities of one series or group of series so affected 
and the holders of the Securities of another series or 
group of series so affected shall be deemed to have been 
duly passed only if passed at separate meetings of the 
holders of the Securities of each series or group of series 
so affected; and

(iv)	to all such meetings all the preceding provisions of this 
Schedule shall mutatis mutandis apply as though 
references therein to Securities, Holders and holders were 
references to the Securities of the series or group of series 
in question or to the holders of such Securities, as the 
case may be.

(B)	If the Issuer shall have issued and have outstanding Securities 
which are not denominated in pounds sterling, in the case of any 
meeting of holders of Securities of more than one currency the 
principal amount of such Securities shall (i) for the purposes of 
paragraph 2 above be the equivalent in pounds sterling at the spot 
rate of a bank nominated by the Trustee for the conversion of the 
relevant currency or currencies into pounds sterling on the seventh 
dealing day prior to the day on which the requisition in writing is 
received by the Issuer and (ii) for the purposes of paragraphs 5, 6 
and 14 above (whether in respect of the meeting or any adjourned 
such meeting or any poll resulting therefrom) be the equivalent at 
such spot rate on the seventh dealing day prior to the day of such 
meeting. In such circumstances, on any poll each person present 
shall have one vote for each (POUND)1 (or such other pound 
sterling amount as the Trustee may in its absolute discretion 
stipulate) in principal amount of the Securities (converted as 
above) which he holds or represents.

23.	Subject to all other provisions of these presents the Trustee may without 
the consent of the Issuer, the Holders or the Couponholders prescribe such 
further regulations regarding the requisitioning and/or the holding of 
meetings of Holders and attendance and voting thereat as the Trustee may 
in its sole discretion think fit. 


THE COMMON SEAL of 		)
YORKSHIRE ELECTRICITY	)
GROUP plc		)				SEAL
was affixed to this deed in the		)
presence of:		)

		A.W.J. COLEMAN
		Director
		

		R. DICKINSON
		Secretary






THE COMMON SEAL of		)	
BANKERS TRUSTEE 		)
COMPANY LIMITED was 		)				SEAL
affixed to this deed in the 		)
presence of:		)



		C. STRAKOSCH
	Director


	MARK P. JONES
	Assistant Secretary





















ICM:21650.2

DATED 17TH 
JANUARY, 1995





YORKSHIRE 
ELECTRICITY
GROUP plc

- and -

BANKERS TRUSTEE
COMPANY LIMITED


__________________________
________

TRUST DEED

constituting

(POUND)200,000,000
9 1/4 per cent. Bonds
due 2020
(with authority to issue further
bonds or notes)

__________________________
________




For the Issuer:

Herbert Smith
Exchange House
Primrose Street
London EC2A 2HS

For the Trustee:

Allen & Overy
One New Change
London EC4M 9QQ


CONFORMED COPY


DATED 17TH JANUARY, 1995 




YORKSHIRE ELECTRICITY GROUP plc


- and -



BANKERS TRUSTEE COMPANY LIMITED


__________________________________

TRUST DEED

constituting

(POUND)200,000,000
9 1/4 per cent. Bonds
due 2020
(with authority to issue further 
bonds or notes)

__________________________________



For the Issuer:

Herbert Smith
Exchange House
Primrose Street
London EC2A 2HS


For the Trustee:

Allen & Overy
One New Change
London EC4M 9QQ

TABLE OF CONTENTS

Clause	Page

1.	Definitions	1
2.	Covenant to repay and to pay interest on Original Bonds	9
3.	Form and issue of Original Bonds and Original Coupons	12
4.	Fees, Duties and Taxes	13
5.	Covenant of Compliance	13
6.	Cancellation of Securities and Records	13
7.	Enforcement	14
8	Proceedings, Action and Indemnification	14
9.	Application of Moneys	15
10.	Notice of Payments	15
11	Investment by Trustee	15
12.	Partial Payments	16
13	Covenants by the Issuer	16
14	Remuneration and Indemnification of Trustee	20
15.	Supplement to Trustee Act 1925	21
16.	Trustee's Liability	24
17.	Trustee Contracting with Issuer	24
18.	Waiver, Authorisation and Determination	25
19.	Holder of Definitive Bearer Security assumed to be Couponholder	25
20.	Substitution	26
21.	Currency Indemnity	27
22.	New Trustee	27
23.	Trustee's Retirement and Removal	28
24.	Trustee's powers to be additional	28
25.	Notices	28
26.	Governing Law	29
27.	Counterparts	29

Schedules

First	Form of Original Global Bond	30
Second	Form of Original Bearer Bond	39
	Form of Original Coupon	41
	Form of Original Talon	42
	Form of Original Registered Bond	44
	Conditions of the Original Bonds	46
Third	Register and transfer of Registered Securities	63
Fourth	Provisions for meetings of Holders	65


*	To be dated no earlier than the date to which this certification relates, 
namely (a) the payment date or (b) the date set for the exchange 
of the temporary Global Bond for Definitive Bearer Bonds. 

*	To be dated no earlier than the fifteenth day before the date to which this 
certification relates, namely (a) the payment date or (b) the 
date set for the exchange of the temporary Global Bond for Definitive Bearer 
Bonds.

75
76
62

	


EXHIBIT 4-13

YORKSHIRE ELECTRICITY GROUP plc

(POUND)150,000,000

8 5/8 per cent. Bonds due 2005

AGENCY AGREEMENT



THIS AGREEMENT is dated 27th July, 1995 and made BETWEEN:

(1)	Yorkshire Electricity Group plc (the "Issuer");

(2)	Bankers Trustee Company Limited (the "Trustee"); 

(3)	The Royal Bank of Scotland plc;

(4)	Union Bank of Switzerland, London branch; and

(5)	Union Bank of Switzerland.


WHEREAS:

(A)	The Issuer has agreed to issue (POUND)150,000,000 8 5/8 per cent. 
Bonds due 2005 (the "Bonds" which expression shall include, unless the 
context otherwise requires, any further Bonds issued pursuant to 
Condition 18 and forming a single series with the Bonds).

(B)	The Bonds are to be constituted by a First Supplemental Trust Deed (the 
"First Supplemental Trust Deed") dated 27th July, 1995 between the 
Issuer and the Trustee supplemental to a Trust Deed  (the "Principal 
Trust Deed" and, together with the First Supplemental Trust Deed, the 
"Trust Deed") dated 17th January, 1995 between the same parties.

(C)	The Bonds will be issued in bearer form ("Bearer Bonds") in the 
denominations of (POUND)1,000, (POUND)10,000 and 
(POUND)100,000 each with interest coupons ("Coupons") attached and 
in registered form ("Registered Bonds") in amounts of (POUND)1 or 
integral multiples thereof without Coupons.

(D)	The Bearer Bonds will initially be represented by a temporary Global 
Bond (the "Global Bond").

(E)	The Global Bond, the definitive Bearer Bonds, the Registered Bonds and 
Coupons will be in or substantially in the respective forms set out in the 
First and Second Schedules to the First Supplemental  Trust Deed.  The 
Conditions of the Bonds (the "Conditions") will be in or substantially in 
the form set out in Part III of the Second Schedule to the First 
Supplemental Trust Deed.

NOW IT IS HEREBY AGREED as follows:

1.	INTERPRETATION
(1)	Words and expressions defined in the Conditions and in the Trust Deed 
and not otherwise defined in this Agreement shall have the same meanings 
when used in this Agreement.

(2)	References in this Agreement to principal shall include any premium 
payable pursuant to Condition 7(b) and any additional amounts payable 
pursuant to Condition 9 or any undertakings given in addition to, or in 
substitution for, Condition 9 pursuant to the Trust Deed and references to 
interest shall include any additional amounts payable pursuant to 
Condition 9 or any undertakings given in addition to, or in substitution 
for, Condition 9 pursuant to the Trust Deed.

2.	APPOINTMENT OF AGENTS
(1)	The Issuer and, for the purposes of clause 7 only, the Trustee hereby 
appoint, on the terms and subject to the conditions of this Agreement:

(a)	Union Bank of Switzerland, London branch, as principal paying 
agent (the "Principal Paying Agent") in respect of the Bonds;

(b)	Union Bank of Switzerland as paying agent (together with the 
Principal Paying Agent, the "Paying Agents") for the payment of 
principal of, and interest on, the Bearer Bonds; and

(c)	The Royal Bank of Scotland plc at its specified office in Bristol 
as registrar (the "Registrar") in respect of the Registered Bonds.


(2)	The Paying Agents and the Registrar are together referred to as the 
"Agents".

3.	AUTHENTICATION AND DELIVERY OF BONDS
(1)	The Issuer undertakes that it will deliver to, or to the order of, the 
Principal Paying Agent, not later than the date that is 30 days after the 
Issue Date, definitive Bearer Bonds (with Coupons attached) in an 
aggregate principal amount equal to the aggregate principal amount of 
Bearer Bonds then represented by the Global Bond to be issued in 
exchange for the Global Bond.  Each definitive Bearer Bond so delivered 
shall be duly executed on behalf of the Issuer.  

(2)	The Issuer undertakes that it will deliver to, or to the order of, the 
Registrar, on or before the date hereof such quantity of blank Registered 
Bonds as is necessary to enable the Registrar to despatch Registered 
Bonds to the persons entitled thereto (as evidenced by the entries on the 
Register on the date hereof), provided that such Registered Bonds shall 
only be despatched to those persons who have delivered to, or to the order 
of, the Issuer on or before the date hereof a certificate as set out in 
Schedule 2 hereto.

(3)	The Issuer authorises and instructs the Principal Paying Agent to 
authenticate the Global Bond and the definitive Bearer Bonds delivered 
pursuant to subclause (1).

(4)	The Issuer authorises and instructs the Principal Paying Agent to cause 
the Global Bond to be exchanged for definitive Bearer Bonds in 
accordance with its terms.  Following the exchange of the last interest in 
the Global Bond, the Principal Paying Agent shall cause such Global 
Bond to be cancelled and delivered to the Issuer or as it may direct.

(5)	The Principal Paying Agent and the Registrar shall cause all Bonds 
delivered to and held by them under this Agreement to be maintained in 
safe custody and shall ensure that the definitive Bonds are issued only in 
accordance with the terms of the Global Bond, the Trust Deed and this 
Agreement.

(6)	So long as any of the Bonds is outstanding each of the Principal Paying 
Agent and the Registrar shall, within five days of any request by the 
Issuer or the Trustee, certify to the Issuer or the Trustee the number of 
definitive Bonds held by it under this Agreement.

4.	PAYMENT TO THE PRINCIPAL PAYING AGENT
(1)	The Issuer shall, not later than 11.00 a.m. (London time) on each date on 
which any payment of principal and/or interest in respect of any of the 
Bonds becomes due and payable or if the due date is not a Business Day 
on the immediately following Business Day, transfer to an account 
specified by the Principal Paying Agent such amount of sterling as shall 
be sufficient for the purposes of the payment of principal and/or interest 
(after deduction of any United Kingdom income tax required to be 
withheld at source in the case of payments of interest in respect of 
Registered Bonds) in immediately available funds or in such funds and at 
such times (being not later than 11.00 a.m. (London time) on the relevant 
due date or if the due date is not a Business Day on the immediately 
following Business Day) as may be determined by agreement between the 
Issuer and the Principal Paying Agent to be customary for the settlement 
of similar transactions.  For the purposes of this clause 4, "Business Day" 
means a day (other than a Saturday or a Sunday) on which commercial 
banks are open for business and foreign exchange markets settle payments 
in London.

(2)	The Issuer shall ensure that, not later than the second Business Day 
immediately preceding the date on which any payment is to be made to the 
Principal Paying Agent pursuant to subclause (1), the Principal Paying 
Agent shall receive a copy of an irrevocable payment instruction to the 
bank through which the payment is to be made.

5.	NOTIFICATION OF NON-PAYMENT BY THE ISSUER
The Principal Paying Agent shall notify by telex the other Paying Agent, 
the Registrar and the Trustee forthwith:

(a)	if it has not by the relevant date specified in clause 4(1) received 
unconditionally the full amount in sterling required for the 
payment; and 

(b)	if it receives unconditionally the full amount of any sum due in 
respect of any of the Bonds or Coupons after such date.

The Principal Paying Agent shall, at the expense of the Issuer, forthwith 
upon receipt of any amount as described in subparagraph (b), cause notice 
of that receipt to be published under Condition 15.

6.	DUTIES OF THE REGISTRAR AND THE PAYING AGENTS
(1)	Subject to the provisions of clause 7, the Paying Agents shall act as 
paying agents of the Issuer in respect of the Bearer Bonds and pay or 
cause to be paid on behalf of the Issuer, on and after each date on which 
any payment becomes due and payable, the amounts of principal and/or 
interest then payable on surrender or, in the case of the Global Bond, 
endorsement, of Bearer Bonds or Coupons under the Conditions and this 
Agreement.  If any payment provided for by clause 4 is made late but 
otherwise under the terms of this Agreement the Paying Agents shall 
nevertheless act as paying agents.

(2)	Subject as provided above, the Registrar shall pay or cause to be paid on 
behalf of the Issuer, on and after each date on which any payment 
becomes due and payable, the amounts of principal and/or interest then 
payable in respect of each Registered Bond under the Conditions and the 
provisions of this Agreement and, in the case of a payment of principal, 
following receipt of the Registered Bond at the specified office in London 
of the Registrar.

(3)	If default is made by the Issuer in respect of any payment, unless and until
the full amount of the payment has been made under the terms of this 
Agreement (except as to the time of making the same) or other 
arrangements satisfactory to the Principal Paying Agent have been made, 
neither the Principal Paying Agent nor the other Paying Agent shall be 
bound to act as paying agents under subclause (1) and nor shall the 
Registrar be bound to make payments under subclause (2).

(4)	If on presentation of a Bond or Coupon the amount payable in respect of 
the Bond or Coupon is not paid in full (otherwise than as a result of any 
deduction of United Kingdom income tax on payments of interest in 
respect of Registered Bonds or as a result of withholding or deduction for 
or on account of any Taxes as permitted by the Conditions) the Paying 
Agent or the Registrar, as the case may be, to whom the Bond or Coupon 
is presented shall procure that the Bond or Coupon is enfaced with a 
memorandum of the amount paid and the date of payment.

7.	TRUSTEE'S REQUIREMENTS REGARDING THE REGISTRAR 
AND THE PAYING AGENTS
At any time after an Event of Default or a Potential Event of Default shall 
have occurred or the Bonds shall otherwise have become due and 
repayable or the Trustee shall have received any money which it proposes 
to pay under clause 9 of the Trust Deed to the Bondholders and/or 
Couponholders, the Trustee may:

(i)	by notice in writing to the Issuer, the Principal Paying Agent, the 
Registrar and the other Paying Agent require the Principal Paying 
Agent, the Registrar and the other Paying Agent pursuant to this 
Agreement:

(A)	to act thereafter as Principal Paying Agent, Registrar and 
Paying Agent respectively of the Trustee in relation to 
payments to be made by or on behalf of the Trustee under 
the provisions of the Trust Deed mutatis mutandis on the 
terms provided in this Agreement (save that the Trustee's 
liability under any provision hereof for the 
indemnification, remuneration and payment of out-of-
pocket expenses of the Agents shall be limited to the 
amounts for the time being held by the Trustee on the 
trusts of the Trust Deed in relation to the Bonds) and 
thereafter to hold all Bonds and Coupons and all sums, 
documents and records held by them in respect of Bonds 
and Coupons on behalf of the Trustee; or

(B)	to deliver up all Bonds and Coupons and all sums, 
documents and records held by them in respect of Bonds 
and Coupons to the Trustee or as the Trustee shall direct 
in such notice provided that such notice shall be deemed 
not to apply to any documents or records which the 
Registrar or the relative Paying Agent is obliged not to 
release by any law or regulation; and

(ii)	by notice in writing to the Issuer require it to make all subsequent 
payments in respect of the Bonds and the Coupons to or to the 
order of the Trustee and not to the Principal Paying Agent.

8.
	REIMBURSEMENT OF THE REGISTRAR AND THE PAYING A
GENTS
The Principal Paying Agent will credit or transfer to the respective 
accounts of the other Paying Agent and the Registrar the amount of all 
payments made by them under this Agreement and the Conditions 
immediately upon notification from them, subject in each case to any 
applicable laws or regulations.

9.	NOTICE OF ANY WITHHOLDING OR DEDUCTION
(1)	If the Issuer is, in respect of any payment in respect of the Bonds, 
compelled to withhold or deduct any amount for or on account of any 
Taxes as contemplated by Condition 9 or any undertaking given in 
addition to or in substitution for Condition 9 pursuant to the Trust Deed 
(other than any deduction of United Kingdom income tax or payments of 
interest in respect of Registered Bonds) the Issuer shall give notice to the 
Principal Paying Agent and the Trustee as soon as it becomes aware of 
the requirement to make the withholding or deduction and shall give to the 
Principal Paying Agent and the Trustee such information as they shall 
require to enable each of them to comply with the requirement.

(2)	In the event that the Issuer, by reason of a direction from the Inland 
Revenue or otherwise, is entitled or required to make any payments in 
respect of any particular Registered Bond or Registered Bonds without 
deduction of United Kingdom income tax or to deduct tax at a rate other 
than the basic rate of United Kingdom income tax, the Issuer shall give 
notice to the Principal Paying Agent, the Registrar and the Trustee as 
soon as it becomes aware of the entitlement or requirement and shall give 
to the Principal Paying Agent, the Registrar and the Trustee such 
information as they shall require to enable them to make payments in 
respect of the relevant Registered Bond or Registered Bonds either 
without deduction or subject to deduction at the appropriate rate.


10.	DUTIES OF THE REGISTRAR
(1)	The Registrar shall, subject to subclause (2), so long as any Bond is 
outstanding:

(a)	maintain at its specified office a register (the "Register") of the 
holders of the Registered Bonds which shall show (i) the principal 
amounts and the serial numbers of the Registered Bonds, (ii) the 
dates of issue of all Registered Bonds, (iii) all subsequent 
transfers and changes of ownership of Registered Bonds, (iv) the 
names and addresses of the holders of the Registered Bonds, 
(v) all cancellations of Registered Bonds, whether because of their 
purchase and surrender by the Issuer or any Subsidiary of the 
Issuer, their replacement or otherwise, and (vi) all replacements of 
Registered Bonds (subject, where appropriate, in the case of (v), 
to the Registrar having been notified as provided in this 
Agreement); 

(b)	register all transfers of Registered Bonds;

(c)	receive any document in relation to or affecting the title to any of 
the Registered Bonds including all forms of transfer, forms of 
exchange, probates, letters of administration and powers of 
attorney;

(d)	maintain proper records of the details of all documents received 
by it;

(e)	prepare all such lists of holders of the Registered Bonds as may 
be required by the Issuer, the Principal Paying Agent or the 
Trustee or any person authorised by any of them;

(f)	subject to applicable laws and regulations at all reasonable times 
during office hours make the Register available to the Issuer, the 
Trustee or the Principal Paying Agent or any person authorised 
by any of them or the holder of any Registered Bond for 
inspection and for the taking of copies or extracts;

(g)	make or arrange for due payment to the holders of the amounts of 
interest payable in respect of the Registered Bonds or, as the case 
may be, the amounts required to redeem the Registered Bonds;

(h)	comply with the proper and reasonable requests of the Issuer with 
respect to the maintenance of the Register and give to the 
Principal Paying Agent such information as may be reasonably 
required by it for the proper performance of its duties;

(i)	furnish any Bondholder who requests a Bearer Request or a 
Registration Request with a Bearer Request or a Registration 
Request, as appropriate, each substantially in the form set out in 
Schedules 3 and 4, hereto, respectively;

(j)	not later than two business days after receipt by it of a Bearer 
Request, notify by tested telex the Principal Paying Agent of the 
principal amount of Registered Bond(s) the subject of the Bearer 
Request and the principal amount of Bearer Bonds to be issued in 
exchange for such Registered Bond(s) and, if applicable, within 
seven business days of receipt of such Bearer Request issue a 
duly dated and completed Registered Bond in respect of such part 
(if any) of the principal amount of such Registered Bond(s) which 
are not to be exchanged and deliver such Registered Bond at its 
specified office or (at the risk and, if mailed at the request of the 
Bondholder otherwise than by ordinary uninsured mail, at the 
expense of the Bondholder) send such Registered Bond to such 
address as may be specified to the Bondholder;

(k)	issue within three business days of  receipt by it of a Registered 
Bond for transfer, a duly dated and completed Registered Bond in 
the name of the transferee and, if applicable, a duly dated and 
completed Registered Bond in the name of the transferor in 
respect of that part of such Registered Bond not transferred and 
deliver such Registered Bond(s) at its specified office or (at the 
risk and, if mailed at the request of the transferor or, as the case 
may be, the transferee otherwise than by ordinary uninsured mail, 
at the expense of the transferee) send such Registered Bond(s) to 
such address as may be requested by the transferee and/or the 
transferor; and

(l)	upon receipt by it from the Principal Paying Agent of a notice 
pursuant to clause 12 (5) within five business days issue a duly 
dated and completed Registered Bond in a principal amount equal 
to the aggregate principal amount of the Bearer Bonds the subject 
of the Registration Request and deliver such Registered Bond at 
its specified office or (at the risk and, if mailed at the request of 
the Bondholder otherwise than by ordinary uninsured mail, at the 
expense of the Bondholder) send such Registered Bond to such 
address as may be specified by the Bondholder in the Registration 
Request.

(2)	The Issuer shall deliver to the Registrar for the performance of its duties 
under this Agreement from time to time so long as any Bond is 
outstanding, sufficient duly executed Registered Bonds as may be required 
for the performance of the Registrar's duties. 

(3)	Registered Bonds shall be dated:

(a)	in the case of a Registered Bond issued on 27th July, 1995, with 
that date; or

(b)	in the case of a Registered Bond issued in exchange for a Bearer 
Bond, or upon transfer, with the date of registration in the 
Register of the exchange or transfer; or

(c)	in the case of a Registered Bond issued to the transferor upon 
transfer in part of a Registered Bond, with the same date as the 
date of the Registered Bond transferred; or

(d)	in the case of a Registered Bond issued pursuant to clause 15 with 
the same date as the date of the lost, stolen, mutilated, defaced or 
destroyed Registered Bond in replacement of which it is issued.

(4)	The Registrar shall, if appropriate, charge to the holder of a Bearer Bond 
or Registered Bond presented for exchange or transfer (i) the costs or 
expenses (if any) incurred by it in delivering Registered Bonds or Bearer 
Bonds, as appropriate, issued on such exchange or transfer other than by 
ordinary uninsured mail and (ii) a sum sufficient to cover any stamp duty, 
tax or other governmental charge that may be imposed in relation to the 
exchange or transfer.

11.	REGULATIONS FOR TRANSFER OF REGISTERED BONDS 
AND EXCHANGE OF BONDS
(1)	At the option of the holder and subject to the terms of the Trust Deed, the 
Conditions and this Agreement and to all applicable laws and regulations, 
Bearer Bonds will be exchangeable for an equal aggregate principal 
amount of Registered Bonds and  (subject to the Registered Bonds in 
respect of which exchange is requested having a principal amount which is 
an integral multiple of a denomination of the Bearer Bonds) vice versa.

(2)	Subject as provided below, the Issuer may from time to time agree with 
the Registrar and the Principal Paying Agent reasonable regulations to 
govern the transfer and registration of Registered Bonds and the exchange 
of Bonds.  The initial regulations relating to transfer and registration, 
which shall apply until amended in accordance with the Trust Deed, are 
set out in the Third Schedule to the Principal Trust Deed.  The Registrar 
agrees to comply with the regulations as amended from time to time.

12.	DUTIES OF THE PRINCIPAL PAYING AGENT IN 
CONNECTION WITH EARLY REDEMPTION AND 
EXCHANGE
(1)	Notice of Redemption:  If the Issuer intends to redeem all or any of the 
Bonds prior to their stated maturity date it shall, not less than 14 days 
prior to the latest date for the publication of the notice of redemption or, in 
the case of a partial redemption, the first notice of redemption required to 
be given to Bondholders, give notice of such intention to the Principal 
Paying Agent and the Trustee stating the date on which such Bonds are to 
be redeemed and in the case of a redemption pursuant to Condition 7(b) 
the principal amount of Bonds to be redeemed.

(2)	Drawings:  If some only of the Bonds are to be redeemed on such date 
pursuant to Condition 7(b) the Principal Paying Agent shall make the 
required drawing in accordance with such Condition but shall give the 
Issuer and the Trustee reasonable notice of the time and place proposed 
for such drawing and the Issuer and the Trustee shall be entitled to send 
representatives to attend such drawing.

(3)	Redemption Notices:  Not less than 30 days before the due date for 
redemption of any of the Bonds the Principal Paying Agent shall publish 
the notice required in connection with any such redemption and shall at the 
same time also publish a separate list of the serial numbers of any Bonds 
previously drawn and not presented for payment.  Such notice shall 
specify the date fixed for redemption, the applicable Redemption Price, 
the manner in which redemption will be effected and, in the case of a 
partial redemption, serial numbers of the Bonds drawn for redemption and 
the aggregate principal amount of the Bonds to remain outstanding after 
the redemption.  Such notice will be given in accordance with 
Condition 15.

(4)	Redemption at the option of the Bondholder:  Each Paying Agent will 
keep a stock of notices ("Put Notices") substantially in the form set out in 
Schedule 1 hereto and will make such notices available on demand to 
Bondholders.  Upon receipt of any Bond deposited in the exercise of the 
Bondholders' option under Condition 8 (against which the Paying Agent 
shall issue a non-transferable receipt (an "Optioned Bond Receipt") to 
the depositing Bondholder in accordance with the Conditions (which shall 
be in the form of a copy of the relevant Put Notice specifying the serial 
numbers of the deposited Bonds and, in the case of a Bearer Bond 
presented without all unmatured Coupons (determined as specified in 
Condition 8) appertaining thereto, the total number and the serial numbers 
and the maturity dates of the missing unmatured Coupons and the amount 
to be deducted by such Paying Agent (as specified below) in respect 
thereof)), the Paying Agent with which such Bond is deposited shall hold 
such Bond together, in the case of a Bearer Bond, with any Coupons 
relating to it deposited with it on behalf of the depositing Bondholder (but 
shall not, save as provided below, release it) until the due date for its 
redemption consequent upon the exercise of such option. On such date, 
subject as provided below, payment in respect of such Bonds and, in the 
case of Bearer Bonds, Coupons (including interest accrued to such date) 
shall be made against presentation and surrender or (as the case may be) 
endorsement of the Optioned Bond Receipt in accordance with the 
Conditions and the relevant Paying Agent shall pay such moneys in 
accordance with the directions of the Bondholder contained in the Put 
Notice.  If, prior to such due date for its redemption, such Bond becomes 
immediately due and repayable or, if upon due presentation, payment of 
such redemption moneys is improperly withheld or refused, the relevant 
Paying Agent shall mail such Bond (together, in the case of Bearer Bonds, 
with any such Coupons) by ordinary uninsured post to, and at the risk of, 
the relevant Bondholder at such address as may have been given by the 
Bondholder in the Put Notice.  At the end of the period for the exercise of 
such option, each Paying Agent shall promptly notify the Principal Paying 
Agent of the principal amount of the Bonds deposited with it together with 
their serial numbers and the Principal Paying Agent shall promptly notify 
such details to the Issuer.

(5)	Not later than two business days after receipt by it of a Registration 
Request, notify by tested telex the Registrar of the principal amount of 
Bearer Bonds the subject of the Registration Request to be issued in 
exchange for such Bearer Bonds, the principal amount of Registered Bond 
to be issued in exchange for such Bearer Bonds and such details from the 
Registration Request as the Registrar may require in order for it to issue 
the relevant Registered Bond in accordance with such Registration 
Request.

(6)	Upon receipt by it from the Registrar of a notice pursuant to clause 10(j), 
within five business days issue Bearer Bonds in an aggregate principal 
amount equal to the principal amount of Registered Bonds to be 
exchanged and deliver such Bearer Bonds at its specified office or (at the 
risk, if mailed otherwise than by ordinary uninsured mail, at the expense 
of the Bondholder) send such Bearer Bonds to such address as may be 
specified by the Bondholder.

13.	NOTICES
On behalf of and at the request and expense of the Issuer, the Principal 
Paying Agent shall cause to be given all notices required to be given by 
the Issuer under the Conditions.  

14.	CANCELLATION OF BONDS AND COUPONS 
(1)	All Bonds which are surrendered in connection with redemption or 
exchange (together with all unmatured Coupons attached to or delivered 
with Bearer Bonds) and all Coupons which are paid shall be cancelled by 
the Agent to which they are surrendered.  Each of the Agents shall give to 
the Principal Paying Agent details of all payments and exchanges made by 
it and shall deliver all cancelled Bonds and Coupons to the Principal 
Paying Agent (or as the Principal Paying Agent may specify).  Where 
Bonds are purchased by or on behalf of the Issuer or any Subsidiary of the 
Issuer and are to be cancelled, the Issuer shall procure that the Bonds 
(together with all unmatured Coupons appertaining to those of them that 
are Bearer Bonds) are promptly cancelled and delivered to the Principal 
Paying Agent or its authorised agent (which, in the case of Registered 
Bonds, shall include the Registrar).  The Registrar shall notify the 
Principal Paying Agent of the principal amount of any Bonds so delivered 
to it following purchase and cancellation.

(2)	The Principal Paying Agent or its authorised agent (which, in the case of 
Registered Bonds, shall include the Registrar) shall (unless otherwise 
instructed by the Issuer in writing and save as provided in clause 16(1)) 
destroy all cancelled Bonds and Coupons and furnish the Issuer and, in the 
case of destruction by the Registrar, the Principal Paying Agent with a 
certificate of destruction containing written particulars of the serial 
numbers of the Bonds and the number by maturity date of Coupons so 
destroyed.

15.	ISSUE OF REPLACEMENT BONDS AND COUPONS
(1)	The Issuer shall cause (a) a sufficient quantity of additional forms of 
Bearer Bonds and Coupons to be available, upon request, to the Principal 
Paying Agent at its specified office for the purpose of issuing replacement 
Bearer Bonds or Coupons as provided below and (b) a sufficient quantity 
of additional forms of Registered Bonds to be available, upon request, to 
the Registrar for the purpose of issuing replacement Registered Bonds as 
provided below.

(2)	The Principal Paying Agent and the Registrar shall, subject to and in 
accordance with Condition 14 and the following provisions of this clause, 
cause to be authenticated (in the case only of replacement Bearer Bonds) 
and delivered any replacement Bonds or Coupons which the Issuer may 
determine to issue in place of Bonds or Coupons which have been lost, 
stolen, mutilated, defaced or destroyed.

(3)	In the case of a mutilated or defaced Bearer Bond, the Principal Paying 
Agent shall ensure that (unless otherwise covered by such indemnity as the 
Issuer may reasonably require) any replacement Bearer Bond only has 
attached to it Coupons corresponding to those attached to the mutilated or 
defaced Bearer Bond which is presented for replacement.  

(4)	The Principal Paying Agent or, as the case may be, the Registrar shall 
obtain verification, in the case of an allegedly lost, stolen or destroyed 
Bond or Coupon in respect of which the serial number is known, that the 
Bond or Coupon has not previously been redeemed or paid.  Neither the 
Principal Paying Agent nor the Registrar shall issue a replacement Bond 
or Coupon unless and until the applicant has:

(a)	paid such expenses and costs as may be incurred in connection 
with the replacement;  

(b)	furnished it with such evidence and indemnity as the Issuer may 
reasonably require; and

(c)	in the case of a mutilated or defaced Bond or Coupon, 
surrendered it to the Principal Paying Agent or, as the case may 
be, the Registrar.

(5)	The Principal Paying Agent or, as the case may be, the Registrar shall 
cancel mutilated or defaced Bonds or Coupons in respect of which 
replacement Bonds or Coupons have been issued pursuant to this clause 
and all Bonds so cancelled by the Registrar shall be delivered by the 
Registrar to the Principal Paying Agent (or as it may specify).  The 
Principal Paying Agent shall furnish the Issuer with a certificate stating 
the serial numbers of the Bonds or Coupons received by it and cancelled 
pursuant to this clause and shall, unless otherwise requested by the Issuer, 
destroy all those Bonds and Coupons and furnish the Issuer with a 
destruction certificate containing the information specified in clause 14(2).

(6)	The Principal Paying Agent or, as the case may be, the Registrar shall, on 
issuing any replacement Bond or Coupon, forthwith inform the Issuer and 
the other Agents of the serial number of the replacement Bond or Coupon 
issued and (if known) of the serial number of the Bond or Coupon in place 
of which the replacement Bond or Coupon has been issued.  Whenever 
replacement Coupons are issued under this clause, the Principal Paying 
Agent shall also notify the other Agents of the maturity dates of the lost, 
stolen, mutilated, defaced or destroyed Coupons and of the replacement 
Coupons issued.  

(7)	Whenever a Bond or Coupon for which a replacement Bearer Bond or 
Coupon has been issued and the serial number of which is known is 
presented to a Paying Agent for payment or to the Principal Paying Agent 
for exchange, or a Registered Bond for which a replacement Registered 
Bond has been issued is presented to the Registrar for payment of 
principal or transfer or exchange, the relevant Agent shall immediately 
send notice to the Issuer and (if it is not itself the Principal Paying Agent) 
the Principal Paying Agent.

16.	RECORDS AND CERTIFICATES
(1)	The Principal Paying Agent shall (a) keep a full and complete record of all 
Bearer Bonds and Coupons (other than serial numbers of Coupons) and of 
their redemption, purchase by or on behalf of the Issuer or any Subsidiary 
of the Issuer, cancellation or payment (as the case may be) and of all 
replacement Bearer Bonds or Coupons issued in substitution for lost, 
stolen, mutilated, defaced or destroyed Bearer Bonds or Coupons and 
(b) in respect of the Coupons of each maturity, retain until the expiry of 
ten years from the Relevant Date in respect of such Coupons either all 
paid Coupons of that maturity or a list of the serial numbers of Coupons 
of that maturity still remaining unpaid.  The Principal Paying Agent shall 
at all reasonable times make the records and Coupons (if any) available to 
the Issuer and the Trustee.

(2)	The Principal Paying Agent or, in respect of the Registered Bonds, the 
Registrar shall give to the Issuer and the Trustee, as soon as possible and 
in any event within four months after the date of redemption, purchase, 
payment or replacement of a Bond or Coupon (as the case may be), a 
certificate stating (a) the aggregate principal amount of Bonds which have 
been redeemed and the aggregate amount in respect of Coupons which 
have been paid, (b) the serial numbers of those Bonds, (c) the total 
number of each denomination by maturity date of those Coupons, (d) the 
aggregate amount of interest paid (and the due dates of the payments) on 
the Global Bond and on Registered Bonds, (e) the aggregate principal 
amounts of Bonds which have been purchased by or on behalf of the 
Issuer or any other Subsidiary of the Issuer and cancelled (subject to 
delivery of the Bonds to the Principal Paying Agent or its authorised agent 
(including the Registrar)) and the serial numbers of such Bearer Bonds in 
definitive form and the total number of each denomination by maturity 
date of the Coupons attached to or surrendered with purchased Bearer 
Bonds and (f) the aggregate principal amounts of Bonds which have been 
surrendered and replaced and the serial numbers of those Bearer Bonds in 
definitive form and the total number by maturity date of the Coupons 
surrendered therewith.

(3)	All records maintained pursuant to this Clause shall distinguish clearly 
between the Bonds of each denomination and between Bearer Bonds and 
Registered Bonds.

17.	COPIES OF THE TRUST DEED AND THIS AGREEMENT 
AVAILABLE FOR INSPECTION
The Agents shall hold copies of the Trust Deed and this Agreement 
available for inspection by Bondholders and Couponholders.  For this 
purpose, the Issuer shall furnish the Agents with sufficient copies of each 
of the documents.

18.	COMMISSIONS AND EXPENSES
(1)	The Issuer shall pay to the Principal Paying Agent the commissions in 
respect of the services of the Paying Agents under this Agreement 
separately agreed between the Issuer and the Principal Paying Agent.  The 
Issuer shall pay to the Registrar the commissions in respect of its services 
under this Agreement separately agreed between the Issuer and the 
Registrar.  Except as mentioned in this subclause (1), the Issuer shall not 
be concerned with the apportionment of payment among the Agents.

(2)	The Issuer shall also pay to the Principal Paying Agent and the Registrar 
respectively an amount equal to any value added tax which may be 
payable in respect of the respective commissions referred to in subclause 
(1) together with all expenses (including legal, advertising, telex and 
postage expenses) properly incurred by the Paying Agents or, as the case 
may be, the Registrar in connection with their respective services under 
this Agreement.

(3)	The Principal Paying Agent shall arrange for payment of the commissions 
due to the other Paying Agents and arrange for the reimbursement of their 
expenses promptly after receipt of the relevant moneys from the Issuer.  

19.	INDEMNITY
(1)	The Issuer undertakes to indemnify each of the Agents and its directors, 
officers and employees (each an "Indemnified Party") against all losses, 
liabilities, costs, claims, actions, damages, expenses or demands which 
any Indemnified Party may incur or which may be made against any 
Indemnified Party as a result of or in connection with the appointment of 
or the exercise of the powers and duties by any Agent under this 
Agreement except as may result from that Agent's wilful default, 
negligence or bad faith or that of its directors, officers or employees or 
any of them, or breach by it of the terms of this Agreement.  

(2)	Each of the Agents severally undertakes to indemnify the Issuer and its 
directors, officers and employees against all losses, liabilities, costs, 
claims, actions, damages, expenses or demands which any of them may 
incur or which may be made against any of them as a result of its wilful 
default, negligence or bad faith or that of its directors, officers or 
employees or any of them, or breach by it of the terms of this Agreement.

20.	REPAYMENT BY PRINCIPAL PAYING AGENT
Sums paid by or by arrangement with the Issuer to the Principal Paying 
Agent pursuant to the terms of this Agreement shall not be required to be 
repaid to the Issuer unless and until any Bond or Coupon becomes void 
under the provisions of Condition 10 but in that event the Principal Paying 
Agent shall forthwith repay to the Issuer sums equivalent to the amounts 
which would otherwise have been payable in respect of the relevant Bond 
or Coupon.  

21.	CONDITIONS OF APPOINTMENT
(1)	Save as provided in clause 7 and in subclause (3) of this clause, the 
Principal Paying Agent shall be entitled to deal with money paid to it by 
the Issuer for the purposes of this Agreement in the same manner as other 
money paid to a banker by its customers and shall not be liable to account 
to the Issuer for any interest or other amounts in respect of the money.  No 
money held by any Agent need be segregated except as required by law.  

(2)	Save as provided in clause 7, in acting under this Agreement and in 
connection with the Bonds and the Coupons the Agents shall act solely as 
agents of the Issuer and will not assume any obligations towards or 
relationship of agency or trust for or with any of the owners or holders of 
the Bonds or the Coupons.

(3)	No Agent shall exercise any right of set-off or lien against the Issuer or 
any holders of Bonds or Coupons in respect of any moneys payable to or 
by it under the terms of this Agreement.

(4)	Except as ordered by a court of competent jurisdiction or required by law 
or otherwise instructed by the Issuer with the approval of the Trustee, 
each of the Agents shall be entitled to treat the holder of any Bond or 
Coupon as the absolute owner for all purposes (whether or not the Bond 
or Coupon shall be overdue and notwithstanding any notice of ownership 
or other writing on the Bond or Coupon or any notice of previous loss or 
theft of the Bond or Coupon).

(5)	The Agents shall be obliged to perform such duties and only such duties 
as are set out in this Agreement and the Bonds and no implied duties or 
obligations shall be read into this Agreement or the Bonds against the 
Agents.

(6)	The Principal Paying Agent or the Registrar may consult with legal and 
other professional advisers and the opinion of the advisers shall be full 
and complete protection in respect of action taken, omitted or suffered 
under this Agreement in good faith and in accordance with the opinion of 
the advisers.  

(7)	Each of the Agents shall be protected and shall incur no liability for or in
respect of action taken, omitted or suffered in reliance upon any 
instruction, request or order from the Issuer, the Trustee or any other 
Agent, or any Bond or Coupon, or any notice, resolution, direction, 
consent, certificate, affidavit, statement, facsimile, telex or other paper or 
document which it reasonably believes to be genuine and to have been 
delivered, signed or sent by the proper party or parties or upon written 
instructions from the Issuer or the Trustee.  

(8)	Any of the Agents, their officers, directors or employees may become the 
owner of, or acquire any interest in, Bonds or Coupons with the same 
rights that it or he would have if the Agent concerned were not appointed 
under this Agreement, and may engage or be interested in any financial or 
other transaction with the Issuer or the Trustee, and may act on, or as 
depositary, trustee or agent for, any committee or body of holders of 
Bonds or Coupons or other obligations of the Issuer, as freely as if the 
Agent were not appointed under this Agreement.  

(9)	Neither the Principal Paying Agent nor the Registrar shall be under any 
obligation to take any action under this Agreement which it expects will 
result in any expense or liability accruing to it, the payment of which 
within a reasonable time is not, in its opinion, assured to it.

22.	COMMUNICATION WITH  AGENTS
A copy of all communications relating to the subject matter of this 
Agreement between the Issuer or the Trustee and any of the Agents other 
than the Principal Paying Agent shall be sent to the Principal Paying 
Agent.  

23.	TERMINATION OF APPOINTMENT
(1)	The Issuer may, with the prior written approval of the Trustee, terminate 
the appointment of any Agent at any time and/or appoint additional or 
other Agents by giving to the Agent whose appointment is concerned and, 
where appropriate, the Principal Paying Agent at least 60 days' prior 
written notice to that effect provided that so long as any of the Bonds is 
outstanding (a) the notice shall not expire less than 30 days before any due 
date for the payment of interest and (b) notice shall be given under 
Condition 15 at least 30 days before the removal or appointment of an 
Agent. 

(2)	Notwithstanding the provisions of subclause (1), if at any time an Agent 
(a) becomes incapable of acting, or is adjudged bankrupt or insolvent, or 
files a voluntary petition in bankruptcy or makes an assignment for the 
benefit of its creditors or consents to the appointment of an administrator, 
liquidator or administrative or other receiver of all or any substantial part 
of its property, or if an administrator, liquidator or administrative or other 
receiver of it or of all or a substantial part of its property is appointed, or 
it admits in writing its inability to pay or meet its debts as they may 
mature or suspends payment of its debts, or if an order of any court is 
entered approving any petition filed by or against it under the provisions 
of any applicable bankruptcy or insolvency law or if a public officer takes 
charge or control of the Agent or of its property or affairs for the purpose 
of rehabilitation, administration or liquidation, or (b) fails to perform or 
observe any obligation under the terms of this Agreement, then in each 
case the Issuer may with the prior written approval of the Trustee 
forthwith without notice terminate the appointment of the Agent, in which 
event notice shall be given to the Bondholders under Condition 15 as soon 
as is practicable.  

(3)	The termination of the appointment of an Agent under this Agreement 
shall not entitle the Agent to any amount by way of compensation but 
shall be without prejudice to any amount then accrued due.  

(4)	All or any of the Agents may resign their respective appointments under 
this Agreement at any time by giving to the Issuer and, where appropriate, 
the Principal Paying Agent at least 60 days' prior written notice to that 
effect provided that, so long as any of the Bonds is outstanding, the notice 
shall not expire less than 30 days before any due date for the payment of 
interest.  Following receipt of a notice of resignation from an Agent, the 
Issuer shall promptly, and in any event not less than 30 days before the 
resignation takes effect, give notice to the Bondholders under 
Condition 15.  If the Principal Paying Agent shall resign or be removed 
pursuant to subclauses (1) or (2) above or in accordance with this 
subclause (4), the Issuer shall promptly and in any event within 30 days 
appoint a successor approved by the Trustee.  If the Issuer fails to appoint 
a successor within such period, the Principal Paying Agent may select a 
leading bank approved by the Trustee to act as Principal Paying Agent 
hereunder and the Issuer shall appoint that bank as the successor Principal 
Paying Agent.

(5)	Notwithstanding the provisions of subclauses (1), (2) and (4), so long as 
any of the Bonds is outstanding, the termination of the appointment of an 
Agent (whether by the Issuer or by the resignation of the Agent) shall not 
be effective unless upon the expiry of the relevant notice there is (a) a 
Principal Paying Agent, (b) at least two Paying Agents (one of which may 
be the Principal Paying Agent) having specified offices in separate 
European cities approved by the Trustee, one of which, so long as the 
Bonds are listed on the London Stock Exchange, shall be the City of 
London or such other place as the London Stock Exchange may approve 
and one of which shall be outside the United Kingdom and (c) a Registrar.

(6)	Without prejudice to subclauses (1), (2), (4), (5) and (10) but subject 
always to subclauses (7) and (9), if the whole or any part (being a part 
which includes the services provided by the relevant Agent hereunder) of 
the business of any Agent is transferred to another legal entity, that entity 
shall, by virtue of such transfer, be deemed by the Issuer, the Trustee and 
the other Agents as a duly appointed successor to the Agent concerned.

(7)	Any successor Agent shall execute and deliver to its predecessor, the 
Issuer and, where appropriate, the Principal Paying Agent an instrument 
accepting the appointment under this Agreement, and the successor Agent, 
without any further act, deed or conveyance, shall become vested with all 
the authority, rights, powers, trusts, immunities, duties and obligations of 
the predecessor with like effect as if originally named as an Agent.

(8)	If the appointment of an Agent under this Agreement is terminated 
(whether by the Issuer or by the resignation of the Agent), the Agent shall 
on the date on which the termination takes effect deliver to its successor 
Agent (or, if none, the Principal Paying Agent) all Bonds and Coupons 
surrendered to it but not yet destroyed and all records concerning the 
Bonds and Coupons maintained by it (except such documents and records 
as it is obliged by law or regulation to retain or not to release) and pay to 
its successor Agent (or, if none, to the Principal Paying Agent) the 
amounts (if any) held by it in respect of Bonds or Coupons which have 
become due and payable but which have not been presented for payment, 
but shall have no other duties or responsibilities under this Agreement.

(9)	If the Principal Paying Agent or any of the other Agents shall change its 
specified office, it shall give to the Issuer, the Trustee and, where 
appropriate, the Principal Paying Agent not less than 45 days' prior 
written notice to that effect giving the address of the new specified office.  
As soon as practicable thereafter and in any event at least 30 days before 
the change, the Principal Paying Agent shall give to the Bondholders on 
behalf of and at the reasonable expense of the Issuer notice of the change 
and the address of the new specified office under Condition 15.  

(10)	A corporation into which any Agent for the time being may be merged or 
converted or a corporation with which the Agent may be consolidated or a 
corporation resulting from a merger, conversion or consolidation to which 
the Agent shall be a party shall, to the extent permitted by applicable law, 
be the successor Agent under this Agreement without the execution or 
filing of any paper or any further act on the part of any of the parties to 
this Agreement.  Notice of any merger, conversion or consolidation shall 
forthwith be given to the Issuer, the Trustee and, where appropriate, the 
Principal Paying Agent. 

24.	MEETINGS OF BONDHOLDERS
(1)	The provisions of the Fourth Schedule to the Principal Trust Deed shall 
apply to meetings of the Bondholders and shall have effect in the same 
manner as if set out in this Agreement.

(2)	Without prejudice to subclause (1), each of the Agents shall, on the 
request of any holder of Bonds, issue voting certificates and block voting 
instructions together, if so required by the Trustee, with reasonable proof 
satisfactory to the Trustee of their due execution on behalf of the Agent 
under the provisions of the Fourth Schedule to the Principal Trust Deed 
and shall forthwith give notice to the Issuer and the Trustee under the 
Fourth Schedule to the Principal Trust Deed of any revocation or 
amendment of a voting certificate or block voting instruction.  Each Agent 
shall keep a full and complete record of all voting certificates and block 
voting instructions issued by it and shall, not less than 24 hours before the 
time appointed for holding any meeting or adjourned meeting, deposit at 
such place as the Trustee shall designate or approve full particulars of all 
voting certificates and block voting instructions issued by it in respect of 
any meeting or adjourned meeting.


25.	DEFINITIONS
As used herein:

(i)	the expression "Trustee" means and includes any trustee or 
trustees of the Trust Deed;

(ii)	the expressions "Principal Paying Agent", "Paying Agents", 
"Registrar" and "Agents" mean and include each Principal 
Paying Agent, Paying Agent, Registrar and Agent from time to 
time appointed to exercise the powers and undertake the duties 
hereby conferred and imposed upon the Principal Paying Agent, 
Paying Agents, Registrar and Agents and notified to the 
Bondholders in accordance with clause 23;

(iii)	the expression "specified office" means the offices specified in 
clause 26 or such other specified offices as may from time to time 
be duly notified pursuant to that clause; and

(iv)	the expression "serial number" shall, in the case of Registered 
Bonds, be deemed to refer to the certificate number relating to any 
Registered Bond or Bonds.

26.	NOTICES
Any notice required to be given under this Agreement to any of the parties 
shall be delivered in person, sent by pre-paid post (first class if inland, 
first class airmail if overseas) or by facsimile or telex addressed to:

The Issuer:	Yorkshire Electricity Group plc
Wetherby Road
Scarcroft
Leeds LS14 3HS


Telex No:	55128
Facsimile No:	01532 895611
(Attention:	The Group 
Company 
	Secretary and 
Solicitor)

The Trustee:	Bankers Trustee Company 
Limited
1 Appold Street
Broadgate
London EC2A 2HE

Telex No:	883341 
BANTR G
Facsimile No:	0171 982 1149
(Attention:	The Managing 
Director)

The Paying Agents:	Union Bank of Switzerland, 
London branch
100 Liverpool Street
London EC2M 2RH

Telex No:	8812800 
UBSLTD G
Facsimile No:	0171 901 6118
(Attention:	Issuer's 
services, seventh floor)

The Registrar:	The Royal Bank of Scotland plc
Securities Services - Registrars
Caxton House
Redcliffe Way
Bristol BS99 7ZF

Telex No:	445845
Facsimile No:	0117 976 2290
(Attention:	Senior 
Registrar)

or such other address of which notice in writing has been given to the 
other parties to this Agreement under the provisions of this clause.  

Any such notice shall take effect, if delivered in person, at the time of 
delivery, if sent by post, three days in the case of inland post or seven 
days in the case of overseas post after despatch, and, in the case of telex 
or facsimile, at the time of receipt, provided that in the case of a notice 
given by telex or facsimile transmission such notice shall forthwith be 
confirmed by post.

27.	TAXES
The Issuer agrees to pay any and all stamp and other documentary taxes 
or duties which may be payable in connection with the execution, delivery, 
performance and enforcement of this Agreement.  

28.	COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of 
which, taken together, shall constitute one and the same agreement and 
any party may enter into this Agreement by executing a counterpart.

29.	DESCRIPTIVE HEADINGS
The descriptive headings in this Agreement are for convenience of 
reference only and shall not define or limit the provisions of this 
Agreement.

30.	GOVERNING LAW
The provisions of this Agreement are governed by, and shall be construed 
in accordance with, English law.

31.	AMENDMENTS
This Agreement may be amended by all of the parties, either with the 
consent of the Bondholders or Couponholders or without the consent of 
any Bondholder or Couponholder, either (i) for the purpose of curing any 
ambiguity or of curing, correcting or supplementing any defective 
provision contained in this Agreement or (ii) in any manner which the 
parties may mutually deem necessary or desirable and which shall not be 
inconsistent with the Conditions and shall not, in the opinion of the 
Trustee, be materially prejudicial to the interests of the Bondholders.

SIGNED by each of the parties (or their duly authorised representatives) on the 
date which appears first on page 1.


YORKSHIRE ELECTRICITY GROUP plc

By:	A.W.J. COLEMAN


BANKERS TRUSTEE COMPANY LIMITED

By: 	A.G. BUCKLAND



THE ROYAL BANK OF SCOTLAND plc

By:	B.E. SARLING


UNION BANK OF SWITZERLAND, LONDON BRANCH

By:	M. WHELAN


UNION BANK OF SWITZERLAND

By:	M. WHELAN




SCHEDULE 1


Form of Put Notice


Put Notice relating to
Yorkshire Electricity Group plc
(POUND)150,000,000 8 5/8 per cent. Bonds due 2005


By depositing this Notice, duly completed, with any Paying Agent for the above-
mentioned Bonds (the "Bonds") the undersigned holder of the such of the Bonds as
are deposited with this Notice and listed below irrevocably exercises its 
option to 
have such Bonds redeemed on the Put Date (as defined in Condition 8 of the 
Bonds) to which this Put Notice relates.

Details of Bonds in respect of which the Put Option is exercised

This Notice relates to Bonds in the aggregate principal amount of:

(POUND)______________________________ bearing the following serial 
numbers (in the case of Bearer Bonds) or certificate numbers (in the case of 
Registered Bonds):

_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_______________________________________________.

Address for the purposes of the put procedures

If the Bonds referred to above fall to be returned to the undersigned under 
clause 12(4) of the Agency Agreement relating to the Bonds, they should
be posted to:

_________________________________________________________________
_________________________________________________________________
________________________________.

Payment Instructions

Please make payment in respect of the Bonds referred to above as follows:

*	By sterling cheque made out to 
_________________________________________ drawn on a bank in 
London posted to the address specified above.

*	By transfer to the following sterling account with a bank in London:

	Bank:		
	____________________________________________________

	Branch Address:
	____________________________________________________

	Branch Code:	
	____________________________________________________

	Account Name:	
	____________________________________________________

	Account Number:
	____________________________________________________

*	Complete and delete as appropriate


I, being the holder of the above-mentioned Bonds (or being duly authorised by 
such holder), hereby confirm that this Notice has been duly completed on 
behalf of such holder.

Signature on behalf of the depositing Bondholder


______________________________________

To be completed by the Paying Agent

Received by:

Name and address of Paying Agent:
	______________________________________________

Date of deposit:			
	______________________________________________

All unmatured Coupons attached:	[Yes] [No] [N/A/](if no, enter details of 
arrangements made in
[Bearer Bonds only]	accordance with Condition 8 and the 
Agency Agreement in respect of 
unmatured Coupons):

		
	__________________________
_____________________

		
	__________________________
_____________________

Notes:

(1)	The Agency Agreement provides the Bonds required to be returned will 
be sent by ordinary uninsured mail and at the risk of the Bondholder, 
unless the Bondholder otherwise requests, agrees alternative 
arrangements with the Paying Agent and pays the cost of any insurance 
in advance to the relevant Paying Agent.

(2)	This Notice is not valid unless all of the paragraphs requiring 
completion are duly completed.

(3)	The Paying Agent with whom the Bonds referred to above are deposited 
will not in any circumstances be liable to the depositing Bondholder or 
any other person for any loss or damage arising from any act, default or 
omission of the Paying Agent in relation to the relevant Bonds or any of 
them (or, in relation to Bearer Bonds only, any related Coupons) unless 
such loss or damage was caused by the fraud or negligence of the 
Paying Agent or of its directors, officers or employees.


SCHEDULE 2

CERTIFICATE TO BE GIVEN BY SUBSCRIBERS OF REGISTERED 
BONDS AT CLOSING

Yorkshire Electricity Group plc
(POUND)150,000,000
8 5/8 per cent. Bonds due 2005
(the "Bonds")

This is to certify that with effect from the date hereof, (POUND)[      ] 
principal amount of the above-captioned Bonds subscribed by us and to be 
delivered in 
registered form shall initially be owned by (i) 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)"), (ii) (a)
United States person(s) that are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section l.l65-12(c)
(l)(v)) ("financial institutions") purchasing for their own account or for 
resale, or (b) United States 
person(s) who are acquiring the Bonds through foreign branches of United States
financial institutions and who will hold the Bonds through such United States 
financial institutions on the date hereof (and in either case (a) or (b), each
such 
United States financial institution hereby agrees, on its own behalf or 
through its 
agent, that 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 (iii) United States or foreign financial institutions(s) for 
purposes of resale during the restricted period (as defined in U.S. Treasury 
Regulations Section l.163-5(c)(2)(i)(D)(7)), and in addition if the owner of
the Bonds is a United States or foreign financial institution described in 
clause (iii) above (whether or not also described in clause (i) or (ii)) 
this is to further certify that such financial institution is not acquiring 
the Bonds for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its 
possessions.

As used herein, "United States" means the United States of America (including 
the States and the District of Columbia); and its "possessions" include Puerto 
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the 
Northern Mariana Islands.

We 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.

Dated:

By:

[Name of person giving certificate] 
As, or as agent for, the beneficial owner(s) 
of the Bonds to which this certificate relates


SCHEDULE 3

Yorkshire Electricity Group plc

(POUND)150,000,000
8 5/8 per cent. Bonds due 2005 (the "Bonds")

BEARER REQUEST
in respect of
Exchange of Registered Bonds for Bearer Bonds


To:	THE REGISTRAR

1.	I/We, the undersigned being the registered holder(s) of those Registered 
Bonds of Yorkshire Electricity Group plc attached hereto hereby request 
that [the Registered Bonds surrendered herewith] 
[(POUND)_____________ in principal amount (being (POUND)1,000 or 
an integral multiple thereof) of the Registered Bonds surrendered 
herewith] be exchanged for __________ Bearer Bond(s) in the 
denomination(s) of (POUND)______________.

2	I/We request that the Bearer Bonds to be issued on exchange together with 
all Coupons in respect of all Interest Payment Dates falling after the date 
of surrender be [delivered at the specified office of the Principal Paying 
Agent] [sent by ordinary uninsured mail to the following address (outside 
the United States which term, as used herein, shall mean the 
United States and its possessions) _____________________________ ] 
and, in the case of exchange of part only of the Bonds represented by a 
Registered Bond, a Registered Bond for the balance after such exchange 
be [delivered at the specified office of the Registrar]/[sent by ordinary 
uninsured mail to the above address].




Dated ..................................................		Signature(s) 
 ..........................................................
		(See Note 1)			PRINT NAME(S)

NOTES

1.	To be dated not earlier than the Exchange Date (as defined in Condition 
2(b)).

2	The exchange of Bonds shall be effected without service charge (other 
than postage and insurance costs where the Bondholder requests 
delivery of the Bond(s) other than by ordinary uninsured mail) to the 
holder but upon payment by the holder of any taxes, duties and other 
governmental charges in respect of such exchange.

3.	The exchange of Bonds will be subject to the provisions of all applicable 
fiscal and other laws and regulations as provided in the Conditions.

4.	Bonds, if mailed, will be mailed to Bondholders at their own risk.

5.	(i)	the signature to this Bearer Request must correspond with the 
name as it appears on the face of the relevant Registered Bond;

(ii)	a representative of the Bondholder should state the capacity in 
which he signs e.g. executor;

(iii)	the signature of the person effecting a request for Bearer Bonds 
shall conform to any list of duly authorised specimen signatures 
supplied by the registered holder or be certified by a recognised 
bank, notary public or in such other manner as the Registrar 
may require;

(iv)	in the case of joint holders all joint holders must sign this 
Bearer Request.

TO BE COMPLETED BY THE REGISTRAR AND NOTIFIED IN 
ACCORDANCE WITH THE AGENCY AGREEMENT TO THE 
PRINCIPAL PAYING AGENT


1.	Date of surrender 
 ....................................................................
 ............................................
 .

2.	Number of Bearer Bonds to be issued 
 ..............................................................................

3.	Denomination(s) and number of each denomination of Bearer Bonds to be 
issued ..................

4.	Date on which Bearer Bonds to be delivered/despatched 
 ........................................................

SCHEDULE 4

Yorkshire Electricity Group plc

(POUND)150,000,000
8 5/8 per cent. Bonds due 2005 (the "Bonds")

REGISTRATION REQUEST
in relation to
Exchange of Bearer Bonds for Registered Bonds


To:	THE PRINCIPAL PAYING AGENT


1.	I/We, the undersigned, being the holder(s) of those Bearer Bonds of 
Yorkshire Electricity Group plc attached hereto of which the serial 
number(s) is/are detailed in numerical order in the Consolidated Listing 
Form below hereby request that such Bearer Bonds be exchanged for a 
Registered Bond comprising the same principal amount as the Bearer 
Bonds attached hereto.

2.	I/We request that the Registered Bond to be issued on exchange be 
registered in the name of 
__________________________________________________________
____at the following registered address 
_________________________________________________________a
nd be [delivered at the specified office of the Registrar]/[sent by ordinary 
uninsured mail to the following address (outside the United States which 
term, as used herein, shall mean the United States and its possessions) 
____________________________________________________].


Dated ..................................................		Signature(s) 
 ..........................................................
		(See Note 1)			PRINT NAME(S)

NOTES

1.	To be dated not earlier than the Exchange Date (as defined in Condition 
2(b).

2.	Each Bearer Bond surrendered for exchange must be accompanied by 
all unmatured Coupons appertaining thereto.

3.	The holder shall receive only one Registered Bond for all of the Bearer 
Bonds which are the subject of a single Registration Request.

4.	The exchange of Bonds shall be effected without service charge (other 
than postage and insurance costs where the Bondholder requests 
delivery of the Bond other than by uninsured mail) to the holder but 
upon payment by the holder of any taxes, duties and other governmental 
charges in respect of such exchange.

5.	The exchange of Bonds will be subject to the provisions of all applicable 
fiscal and other laws and regulations as provided in the Conditions.

6.	Bonds, if mailed, will be mailed to Bondholders at their own risk.

TO BE COMPLETED BY THE PRINCIPAL PAYING AGENT AND 
NOTIFIED WITH OTHER RELEVANT DETAILS TO THE 
REGISTRAR IN ACCORDANCE WITH THE AGENCY AGREEMENT

1.	Date of surrender 
 ........................................................................


2	Date on which Registered Bond to be delivered/despatched 
 ....................................................

_________________________________________________________________
________________

CONSOLIDATED LISTING FORM FOR BEARER BONDS
_________________________________________________________________
________________

Serial Numbers of Bearer Bonds attached hereto	Number and Principal 
Amount
	of Bearer Bonds 
_________________________________________________________________
________________


From		To

















_________________________________________________________________
________________

Total Number and Principal Amount 
of Bearer Bonds attached hereto 				
	_____________________________








ICM:61763.


								
	CONFORMED COPY




Dated 27th July, 1995










YORKSHIRE ELECTRICITY GROUP plc



(POUND)150,000,000



8 5/8 per cent. Bonds due 2005



______________________________

AGENCY AGREEMENT
______________________________















ALLEN & OVERY
London

INDEX


Clause	Page

1.	Interpretation	1
2.	Appointment of Agents	2
3.	Authentication and Delivery of Bonds	2
4.	Payment to the Principal Paying Agent	3
5.	Notification of Non-Payment by the Issuer	3
6.	Duties of the Registrar and the Paying Agents	3
7.	Trustee's Requirements regarding the Registrar and the Paying Agents	4
8.	Reimbursement of the Registrar and the Paying Agents	4
9.	Notice of any Withholding or Deduction	5
10.	Duties of the Registrar	5
11.	Regulations for Transfer of Registered Bonds and Exchange of Bonds	7
12.	Duties of the Principal Paying Agent in connection with Early Redemption 
and Exchange	7
13.	Notices	8
14.	Cancellation of Bonds and Coupons 	8
15.	Issue of Replacement Bonds and Coupons	9
16.	Records and Certificates	10
17.	Copies of the Trust Deed and this Agreement available for Inspection	11
18.	Commissions and Expenses	11
19.	Indemnity	11
20.	Repayment by Principal Paying Agent	11
21.	Conditions of Appointment	11
22.	Communication with Agents	12
23.	Termination of Appointment	12
24.	Meetings of Bondholders	14
25.	Definitions	14
26.	Notices	15
27.	Taxes	16
28.	Counterparts	16
29.	Descriptive Headings	16
30.	Governing Law	16
31.	Amendments	16

Schedule

1.	Form of Put Notice	18
2.	Certificate to be given by Subscribers of Registered Bonds at Closing	20
3.	Bearer Request	21
4.	Registration Request	23

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